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, 2020
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:
Class A Common Stock, par value $0.01 per share
Title of each class
Trading Symbol(s)
AMCX
Name of each exchange on which registered
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
Accelerated filer
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☐
Non-accelerated filer
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
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, 2020 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $902 million.
The number of shares of common stock outstanding as of February 19, 2021:
Class A Common Stock par value $0.01 per share
Class B Common Stock par value $0.01 per share
29,975,350
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 2021 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, streaming and programming industries;
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 film distribution businesses;
• market demand for our owned original programming and our film content;
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the impact of COVID-19 on the economy and our business, including the measures taken by governmental authorities to address the pandemic,
which may precipitate or exacerbate other risks and/or uncertainties;
the security of our program rights and other electronic data;
our ability to maintain and renew distribution or affiliation agreements with distributors;
the loss of any of our key personnel and artistic talent;
changes in consumer demand for our comedy venues;
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 existing 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 and streaming 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
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the factors described under Item 1A, "Risk Factors" in this Annual Report.
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 ground-breaking 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 distributors (MVPD); our streaming services, consisting of AMC+ as well as
our targeted streaming services; and 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 40 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 streaming services, digital services, home video and syndication.
We launched a premium subscription streaming bundle called AMC+ that includes commercial-free access to original programming from across our
entertainment networks, library content including The Walking Dead, Fear the Walking Dead, The Walking Dead: World Beyond and Mad Men and access
to a number of our targeted streaming services. AMC+ is currently available to customers through MVPDs and virtual MVPDs as well as Amazon, Apple
and Roku. We also own and operate four targeted streaming services that offer curated content destinations that provide unique viewership experiences for
distinct audiences. The four services are: Acorn TV, our largest streaming 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 ALLBLK (previously
known as Urban Movie Channel), 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.
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.
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 streaming 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 Targeted Streaming Offerings and Brands. We have been focused on creating and growing targeted streaming services for several
years. As the market for this category evolves, consumers are increasingly complementing their general entertainment subscriptions with our targeted
streaming services. Our targeted streaming strategy is to serve distinct premium audiences and build loyal and engaged fan communities around 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
streaming 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). To date, we have launched a total of seven distinct channels featuring our content, in different configurations, across major AVOD
platforms, such as Pluto TV and Sling TV. 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. We believe our products 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.
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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
streaming services. In 2020, distribution revenues and advertising sales accounted for 69% and 31% of our consolidated revenues, net, respectively. For the
year ended December 31, 2020, no customer 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 MVPDs (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 2028. For our AMC Networks Streaming 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, streaming 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, on digital platforms we own and also on an increasing number
of AVOD platforms. 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.
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, streaming services, 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 the founding of our first channel in 1980,
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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 streaming services, 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 and streaming services. 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 and streaming services 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 and streaming services 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. 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 Streaming Services consisting of our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now,
ALLBLK), AMC+ and other streaming initiatives; Levity, our production services and comedy venues business; and IFC Films, our 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 23 to the accompanying consolidated financial statements.
National Networks
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AMC reached approximately 84 million Nielsen subscribers and had distribution agreements with all major U.S. and Canada distributors as of
December 31, 2020.
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.
AMC's current slate of programming has a range of popular and critically-acclaimed series including The Walking Dead, the highest-rated
series in cable history, Better Call Saul, Fear the Walking Dead, The Walking Dead:
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World Beyond and Gangs of London. AMC is also home to original unscripted shows including Talking Dead, Ride with Norman Reedus and
Eli Roth’s History of Horror.
Upcoming series for AMC include 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 theatrical films, in partnership with Universal Pictures and 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, 2020.
WE tv connects audiences with reality content that is authentic and relatable with compelling unscripted shows.
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, and Growing Up Hip Hop, 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 76
million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of December 31, 2020.
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. Season four is slated to go into production later this year.
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.
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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 recently
premiered a new 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, 2020.
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. 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.
IFC's programming also includes films from various film distributors, including Fox, Miramax, Sony, Lionsgate, Universal, Paramount and
Warner Bros.
SundanceTV reached approximately 66 million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of
December 31, 2020.
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 includes 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.
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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; Dispatches From Elsewhere, Soulmates, 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.
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 Streaming Services, 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 brand, AMC, 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 AMCNI locally recognized channels are detailed below:
Elgourmet is a Latin American family oriented culinary channel with broad appeal across all ages and socioeconomic classes.
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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.
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.
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Canal Hollywood is one of the leading pay-TV film channels in Spain and Portugal, offering a wide selection of movies produced by major U.S.
studios.
• Genres include comedy, drama, thriller, western, musical, and science fiction and the industry’s biggest stars.
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The channel began broadcasting in 1993 and is distributed on all pay-TV platforms in Spain and Portugal, reaching more than 9 million
households.
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Sports 1 & Sports 2 are premium sports channels in our core Central European territories.
The channels broadcast European football, Formula 1, NBA and Ice Hockey among other live sports events.
AMC Networks Streaming Services
• AMC Networks Streaming Services ended 2020 with more than 6 million total Company aggregate paid streaming subscribers.
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In 2020, we launched AMC+, the destination for genre-defying storytelling, Ad Free and On Demand.
AMC+ features content from award-winning series and popular movies, to essential horror, acclaimed comedies, true crime, and more.
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AMC+ features the best content from AMC, BBC America, IFC and Sundance, as well as the content offerings of Shudder, Sundance Now,
and IFC Unlimited.
It is an Ad-free service broadly available across wide array of platforms.
AMC+ includes early releases and exclusive content.
We also own and operate four targeted streaming services through our direct to consumer business. The four services are Acorn TV, Shudder,
Sundance Now, and ALLBLK (previously known as Urban Movie Channel). These services are available in the United States, Canada, parts
of Latin America and Europe, Australia and New Zealand.
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.
ALLBLK (formerly 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 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.
Notable 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.
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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's comedy venues have been temporarily closed since March 2020. 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 MVPDs 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 MVPDs are prohibited from transmitting obscene programming, and our distribution agreements generally require us to
refrain from including such programming on our networks.
Program Carriage
The FCC recently made changes to the program carriage rules, which prohibit distributors from favoring their affiliated programming networks over
unaffiliated similarly situated programming networks in the rates, terms and conditions of carriage agreements between programming networks and cable
operators or other MVPDs. Some of these changes could make it more difficult for our programming networks to challenge a distributor’s decision to
decline to carry one of our programming networks or a distributor action mid-contract that discriminates against one of our programming 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 MVPDs. 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 MVPDs package and offer programming. We generally do not allow our networks or
individual programs on those 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
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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, and the California
Consumer Privacy Act, or CCPA. 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 services, consisting of linear networks and streaming services, operate in three highly competitive markets. First, our programming
services compete with other 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 services compete with other programming
services and other sources of video content, to secure desired entertainment programming. Third, our programming services 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 services 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 MVPDs and licensing of original programming for
distribution is highly competitive. Our programming networks face competition from other programming networks for carriage by a particular MVPD, 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 MVPDs 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 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.
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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 or streaming services 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 MVPDs, 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.
HUMAN CAPITAL RESOURCES
At AMC Networks, our business is driven by telling original stories that entertain with vivid characters and worlds, that capture the imagination, and
endure. We believe the strength of our workforce is one of the significant contributors to our success. Our key human capital management objectives are to
invest in and support our employees so that we have the ability to attract, develop and retain a high performing and diverse workforce.
Diversity, Equity and Inclusion
Our vision is to be an industry leader that thinks, operates and creates using diversity, equity and inclusion (DEI) as a necessary lever for change and
business results.
Our commitment to DEI at work ensures our success in all areas of our business. In 2020 we appointed our first Chief Diversity, Equity and Inclusion
Officer who reports to our CEO and is dedicated to helping us build a more diverse, equitable and inclusive culture in our workplace and in the stories we
tell.
As part of our DEI efforts, the Company places a high value on engaging the organization in our Employee Resource Groups (ERGs) around the
globe. The Company has ERGs across nine categories, including Asian American, Visible & Invisible Disabilities, Emerging Leaders, Parents &
Caregivers, LGBTQIA+, Black, Hispanic and Women. We believe the ERGs help facilitate networking and connections with peers, support the acquisition
of diverse talent internally and externally, act as a sounding board for content development and programming, provide an avenue to facilitate leadership and
skill development and increase the organization’s overall cultural competency.
Talent
The Company employed 2,002 full-time employees and 355 part-time employees as of December 31, 2020. Our global workforce is over 50%
women, with 44% of our senior leadership positions held by women. Over 27% of our U.S.-based workforce are people of color.
We aim to attract top talent through our corporate brand and our reputation for innovation and high quality content, as well as through the many
benefits we offer. We aim to retain our talent by emphasizing our competitive rewards; offering opportunities that support employees both personally and
professionally; and our commitment to fostering a positive corporate culture.
Our performance management practice includes frequent feedback and conversations between managers and team members, and talent reviews
designed to identify potential future leaders and inform succession plans. We value continuous learning and development opportunities for our employees,
which include: a robust internal mentorship program; dynamic
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teams that take a cross disciplinary approach to driving innovation and problem solving; leadership development programs; and tuition assistance.
Our benefit offerings are designed to meet the range of needs of our diverse workforce and include: adoption assistance; backup child/elder care;
child care resources; college planning; domestic partner coverage; domestic partner tax equalization; employee assistance program; financial planning
seminars; and a health advocate offering. These resources are intended to support the health, finance, and well-being of our 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.
Engagement
We believe having an engaged workforce is key to employee retention and satisfaction. Communication is central to our engagement efforts and
include monthly CEO-hosted Virtual Town Halls; ERG panels and events; a Talks@AMC Networks speaker series featuring notable business and creative
leaders from across our industry; regular internal company communications about business developments and other company news; company intranet; and
an annual all staff company-wide meeting.
We aim to give our employees a voice in a variety of ways, including through formal engagement surveys, which solicit feedback on a range of
topics such as company direction and strategy, leadership and management transparency, and diversity and inclusion.
Culture
Our Company has a proud past and a long history of innovation and originality in our storytelling. This legacy informs who we are and is imbued in
our corporate culture and in our values. We embrace collaboration, openness, approachability, as well as agility and creativity.
We strive to empower our employees to have community and social impact in meaningful ways. In 2020, we instituted two employee-led giving
programs – a COVID-19 relief fund and a Social Justice fund. We asked employees to identify charitable organizations focused on COVID-19 related relief
efforts and racial inequality, with each employee identified organization receiving a $1,000 donation from the Company.
Other initiatives to foster community and social impact include paid time off for full-time employees for Juneteenth, Election Day and a volunteer
day of their choice.
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.
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
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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 MVPDs. Subscription streaming
services and virtual MVPDs are changing 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 programming 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 MVPDs 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 have incurred 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.
Our programming services' 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 services', consisting of linear networks and streaming services, 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 services (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 and streaming services has increased. Other programming
networks and streaming services that are affiliated with programming sources such as movie or
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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 and streaming services
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, increases 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 and 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.
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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 MVPDs. 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 2028. 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 and streaming services 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 MVPDs through alternative distribution methods creates competition for carriage on those platforms. Our programming networks and
streaming services compete with other programming networks, streaming services, and other sources of video content to secure desired entertainment
programming.
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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 MVPDs 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 MVPDs, 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 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
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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 streaming 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 streaming 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 streaming 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 streaming 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.
Economic and Operational Risks
The coronavirus, or COVID-19, pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on
our operations and business.
During 2020, the rapid spread of the COVID-19 pandemic and the continuously evolving responses to combat it have had a negative impact on the
global economy.
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The impact of COVID-19 and measures to prevent its spread have affected and may, in the future, affect our businesses in a number of ways.
Beginning in mid-March, we have experienced adverse advertising sales impacts, suspended content production, which has led to delays in the creation and
availability of substantially all of our programming, and the temporary closure of our comedy venues. In the third quarter of 2020, the Company
commenced production activities, however substantially all Company employees continue to work remotely, and the Company continues to restrict
business travel. If significant portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions or
other restrictions in connection with the COVID-19 pandemic, the impact of the pandemic on our businesses could be exacerbated. In addition, work-from-
home arrangements may heighten the operational risks, including cybersecurity risks, to which we are subject. Delays in the widespread distribution, or
lack of public acceptance, of vaccines could lead people to continue to self-isolate, which could perpetuate the adverse effects of COVID-19 on economic
conditions. Further, even if vaccines are widely distributed and used, there can be no assurance that vaccines will ultimately be successful in limiting or
stopping the spread of COVID-19 or mitigating the impact of COVID-19 on economic conditions.
The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its consolidated financial statements,
including the impairment of goodwill (see Note 9) and indefinite-lived intangible assets and the fair value and collectability of receivables. The COVID-19
pandemic has had a material impact on the Company's operations since mid-March 2020. The Company cannot reasonably predict the ultimate impact of
the COVID-19 pandemic, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on,
among other things, the duration and spread of the pandemic, the impact of governmental regulations that have been, and may continue to be, imposed in
response to the pandemic, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of a vaccine, and global
economic conditions. The Company does not expect the COVID-19 pandemic and its related economic impact to affect its liquidity position or its ongoing
ability to meet the covenants in its debt instruments.
In addition to the risks described above, to the extent that COVID-19 adversely affects our operations and financial condition, it may also heighten
other risks described in this section.
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 the COVID-19 pandemic, disruptions to financial markets, inflation, recession, high unemployment
or geopolitical events in the United States and other countries where our networks are distributed, have in the past adversely affected advertising rates and
volume, which has resulted 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
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from MVPDs, 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 have resulted in and could in the future result in advertisers reducing their spending on advertising and 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.
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 MVPDs, 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.
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Existing or proposed legislation and regulations could also significantly affect our business. For example, the E.U. 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 December 31, 2020, the transition period for the U.K.’s withdrawal from the E.U. ended, and on January 1, 2021, the U.K. ceased to be an E.U.
member state and E.U. law ceased to apply in the U.K. In connection with the U.K.’s withdrawal, the U.K. and E.U. finalized a trade and cooperation
agreement, which governs certain aspects of the E.U.-U.K. relationship after the U.K.’s withdrawal from the E.U. There continues to be uncertainty with
respect to 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 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.
Work-from-home arrangements, such as those implemented in response to the COVID-19 pandemic, may increase the risk of cyber incidents, including
data breaches. 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
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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 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;
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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.
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, 2020, our consolidated financial statements included approximately $5.2 billion of consolidated total assets, of which
approximately $1.1 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, 2020, we had $2.9 billion principal amount of total long-term debt (excluding
finance leases), $675.0 million of which is senior secured debt under our Credit Facility and $2.2 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
27
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.
•
•
•
•
•
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 restrict, and
market or business conditions may limit, our ability to do some of these things. Subsequent to December 31, 2020, our Credit Facility was refinanced and
we issued new senior notes and redeemed certain of our existing senior notes. See Note 11, Long-Term Debt, to our consolidated financial statements for
additional information.
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;
•
•
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 increase our future debt issuance costs and reduce
our access to capital.
The debt ratings for our notes are below the "investment grade" category, which results in higher interest 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
28
"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 debt issuance 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, 2020, 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 4% of our outstanding Class A Common Stock and approximately 80% 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.
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.
29
We are a "controlled company" for the purposes of The NASDAQ Stock Market LLC ("NASDAQ"), which allows us not to comply with certain
of the corporate governance rules of NASDAQ.
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 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 Foundation 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 Madison Square Garden Sports Corp. ("MSGS"), Madison Square Garden Entertainment Corp.
("MSGE"), 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 MSGS, MSGE, and MSG Networks
(each, an "Other Entity" and, collectively 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. Seven members of our Board of
Directors are directors of MSGS and MSGE, and six 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 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—Certain Relationships and Potential Conflicts of Interest" in our
proxy statement filed with the SEC on April 29, 2020 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 MSGS, MSGE, and its subsidiaries and that we may engage in material business transactions with such
entities. 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
30
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 578,000 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 198,000 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.
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 was denied on
April 13, 2020. On August 24, 2020, the Company filed a motion for leave to re-argue the previously denied motion for summary judgment. On December
31, 2020, Justice Cohen granted the Company’s motion for reargument and issued a revised summary judgment decision that granted in part and denied in
part the Company’s motion for summary judgment. Additionally, on July 8, 2020, the Company filed an appeal of the Supreme Court’s denial of its
summary judgment motion to the New York Appellate Division, First Department. Oral argument on the appeal is scheduled for March 23, 2021. On
February 16, 2021, Plaintiffs filed a motion for leave to reargue one aspect of the revised summary judgment decision that was issued on December 31,
2020.
Due to the continued impact of the Coronavirus pandemic on the New York State courts, the joint trial, originally scheduled to begin on June 1, 2020,
has been further delayed and is currently scheduled to begin on April 26, 2021. 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.
31
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. The trial commenced on February 10, 2020 and concluded on March 10, 2020
after eight days of trial. On July 22, 2020, the judge in the California Action issued a Statement of Decision finding in the Company's favor on all seven
matters of contract interpretation before the court in this first phase trial. On October 30, 2020, the judge in the California Action set a tentative trial date of
September 8, 2021 with regard to claims not addressed in the first phase trial. On January 20, 2021, the California Plaintiffs filed a second amended
complaint, eliminating eight named defendants and the California Plaintiffs’ claims under Cal. Bus. & Prof. Code § 17200. On February 9, 2021, the
Company filed a demurrer and motion to strike seeking to dismiss claims in the second amended complaint that are barred by the Statement of Decision of
July 22, 2020 in the first phase trial. The court has scheduled a hearing regarding the Company’s demurrer and motion to strike for April 1, 2021. The
parties have resumed discovery in preparation for the September 2021 trial. 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.
32
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
Part II
Class A 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 December 31, 2015 through December 31,
2020. 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, 2015 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
Base Period
12/31/15
100
100
100
12/31/16
70.09
120.74
104.56
33
INDEXED RETURNS
Period Ended
12/31/17
72.42
140.35
106.43
12/31/18
73.49
124.80
105.39
12/31/19
52.89
157.49
132.12
12/31/20
47.90
179.00
154.97
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 19, 2021 there were 600 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, 2020, the Company repurchased 14.8
million shares of its Class A common stock at an average purchase price of $23.91 per share (inclusive of the results of the modified "Dutch auction"
tender offer discussed below). As of December 31, 2020, the Company has $135.3 million available for repurchase under the Stock Repurchase Program.
On September 16, 2020, the Company commenced a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $250 million in
value of shares of its Class A Common Stock, plus up to an additional 2% of the outstanding shares of Class A Common Stock, at a price not greater than
$26.50 nor less than $22.50 per share. The Tender Offer expired on October 14, 2020. On October 21, 2020, the Company accepted for purchase 10.8
million shares of its Class A Common Stock, at a price of $23.20 per share, for an aggregate cost of $250.6 million. The cost of these shares, and the fees
relating to the Tender Offer, are classified in Treasury stock in the consolidated balance sheet.
34
Item 6. Selected Financial Data.
The operating data for each of the three years ended December 31, 2020 and balance sheet data as of December 31, 2020 and 2019 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, 2017 and 2016 and balance sheet data as of December 31,
2018, 2017 and 2016 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)
$
$
$
$
$
2020
(1) (2)
2019
(1) (2)
2018
(1) (2)
2017
(1) (2)
2016
(2)
(In thousands, except per share amounts)
Years Ended December 31,
2,814,956 $
442,644
256,988
(17,009)
239,979
3,060,321 $
625,277
407,716
(27,230)
380,486
2,971,929 $
726,909
463,967
(17,780)
446,187
2,805,691 $
722,359
489,637
(18,321)
471,316
2,755,654
657,556
289,963
(19,453)
270,510
4.70 $
4.64 $
6.77 $
6.67 $
7.68 $
7.57 $
7.26 $
7.18 $
3.77
3.74
888,526 $
816,170 $
554,886 $
558,783 $
5,246,338
2,880,801
5,596,686
3,117,494
5,278,563
3,136,072
5,032,985
3,130,381
616,805 $
665,781 $
316,680 $
134,944 $
481,389
4,480,595
2,859,129
(30,082)
(1)
The 2020, 2019 and 2018 results include impairment charges of $122.2 million, $106.6 million and $4.5 million, respectively (see Note 4 to the
accompanying consolidated financial statements). The 2017 results include impairment charges of $28.1 million.
(2)
The 2020, 2019 and 2018 results include restructuring and other related charges of $34.8 million, $40.9 million and $45.8 million, respectively (see Note
5 to the accompanying consolidated financial statements). The 2017 and 2016 results include restructuring and other related charges of $6.1 million and
$29.5 million, respectively.
35
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, 2020, 2019 and
2018. 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, 2020 as well as an analysis of our
cash flows for the years ended December 31, 2020, 2019 and 2018. 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, 2020.
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. 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 Streaming Services consisting of our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK),
AMC+ and other streaming initiatives; Levity, our production services and comedy venues business; and IFC Films, our film distribution business.
36
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,
2020
2019
2018
$
$
$
$
$
$
2,096,169 $
746,527
(27,740)
2,814,956 $
656,425 $
(224,228)
10,447
442,644 $
760,053 $
(3,889)
10,447
766,611 $
2,369,044 $
734,143
(42,866)
3,060,321 $
804,422 $
(170,039)
(9,106)
625,277 $
903,526 $
50,193
(9,729)
943,990 $
2,413,325
598,306
(39,702)
2,971,929
825,770
(93,326)
(5,535)
726,909
925,279
19,303
(12,037)
932,545
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, cloud computing amortization, share-based compensation expense or benefit, impairment 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.
37
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 charges
Restructuring and other related charges
Cloud computing amortization
Majority-owned equity investees AOI
Adjusted operating income
Items Impacting Comparability
Impact of COVID-19 on Our Business
Years Ended December 31,
2020
2019
2018
$
$
442,644 $
52,908
104,606
122,227
35,068
200
8,958
766,611 $
625,277 $
64,133
101,098
106,603
40,914
—
5,965
943,990 $
726,909
60,979
91,281
4,486
45,847
—
3,043
932,545
In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") a pandemic, and the President of the United States
declared the COVID-19 outbreak a national emergency. The rapid spread of the pandemic and the continuously evolving responses to combat it have had a
negative impact on the global economy.
The impact of COVID-19 and measures to prevent its spread have affected our businesses in a number of ways. Beginning in mid-March, we
experienced adverse advertising sales impacts, suspended content production, which led to delays in the creation and availability of substantially all of our
programming, and the temporary closure of our comedy venues. In the third quarter of 2020, the Company commenced production activities, however
substantially all Company employees continue to work remotely, and the Company continues to restrict business travel. If significant portions of our
workforce, including key personnel, are unable to work effectively because of illness, government actions or other restrictions in connection with the
COVID-19 pandemic, the impact of the pandemic on our businesses could be exacerbated.
The Company has evaluated and continues to evaluate the potential impact of the COVID-19 pandemic on its consolidated financial statements,
including the impairment of goodwill (see Note 9) and indefinite-lived intangible assets and the fair value and collectability of receivables. The COVID-19
pandemic has had a material impact on the Company's operations since mid-March 2020. The Company cannot reasonably predict the ultimate impact of
the COVID-19 pandemic, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on,
among other things, the duration and spread of the pandemic, the impact of governmental regulations that have been, and may continue to be, imposed in
response to the pandemic, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of a vaccine, and global
economic conditions. The Company does not expect the COVID-19 pandemic and its related economic impact to affect its liquidity position or its ongoing
ability to meet the covenants in its debt instruments.
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 (rebranded to ALLBLK). 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.
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
38
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.
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 $85.5 million, $37.9 million and $48.8 million were recorded for the years ended December 31, 2020, 2019 and 2018,
respectively (see further discussion below).
39
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 Streaming Services, 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; (i) production services from Levity, (ii) our subscription
streaming services Acorn TV, Shudder, Sundance Now, ALLBLK (previously known as Urban Movie Channel), and AMC+ from our AMC Networks
Streaming Services business, (iii) the distribution of content of IFC Films and RLJE, and (iv) Levity's operation of comedy venues (all of which are
temporarily closed as a result of the COVID-19 pandemic). For the year ended December 31, 2020, distribution revenues represented 90% 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. 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 fee paid by consumers for our subscription-based streaming services. 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. Distribution revenues are derived from the distribution of our programming networks
primarily in Europe and to a lesser extent, Latin America as well as from our owned subscription streaming services available in the United States, Canada,
Latin America, parts of Europe, India, Australia and New Zealand.
Programming expense, 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. Programming expense primarily consists 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 on-
line content distribution initiatives. 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.
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, as well as other events such as the COVID-19 pandemic, 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.
40
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, 2020 Compared to Year Ended December 31, 2019
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 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)
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,
2020
2019
Amount
2,814,956
$
% of
Revenues,
net
100.0 % $
Amount
3,060,321
% of
Revenues,
net
100.0 % $
$ change
% change
(245,365)
(8.0)%
1,401,591
708,820
104,606
122,227
35,068
2,372,312
442,644
(108,578)
(2,908)
71,221
(40,265)
402,379
(145,391)
256,988
(17,009)
49.8
25.2
3.7
4.3
1.2
84.3
15.7
(3.9)
(0.1)
2.5
(1.4)
14.3
(5.2)
9.1 %
(0.6)%
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)%
(105,394)
29,376
3,508
15,624
(5,846)
(62,732)
(182,633)
24,513
(2,908)
77,221
98,826
(83,807)
(66,921)
(150,728)
10,221
(7.0)
4.3
3.5
14.7
(14.3)
(2.6)
(29.2)%
(18.4)
n/m
n/m
(71.1)
(17.2)
85.3
(37.0)
(37.5)
$
239,979
8.5 % $
380,486
12.4 % $
(140,507)
(36.9)%
41
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,
2020
2019
Amount
2,096,169
$
% of
Revenues,
net
100.0 % $
Amount
2,369,044
% of
Revenues,
net
100.0 % $
$ change
% change
(272,875)
(11.5)%
967,934
410,718
40,539
20,553
656,425
42,536
40,539
20,553
760,053
$
46.2
19.6
1.9
1.0
31.3
2.0
1.9
1.0
36.3 % $
1,076,748
441,747
32,674
13,453
804,422
52,977
32,674
13,453
903,526
45.5
18.6
1.4
0.6
34.0
2.2
1.4
0.6
38.1 % $
(108,814)
(31,029)
7,865
7,100
(147,997)
(10,441)
7,865
7,100
(143,473)
(10.1)
(7.0)
24.1
52.8
(18.4)
(19.7)
24.1
52.8
(15.9)%
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 charges
Restructuring and other related charges
Operating loss
Share-based compensation expense
Depreciation and amortization
Impairment charges
Restructuring and other related charges
Cloud computing amortization
Majority owned equity investees AOI
AOI
$
Years Ended December 31,
2020
2019
Amount
% of
Revenues,
net
Amount
% of
Revenues,
net
$ change
% change
$
746,527
100.0 % $
734,143
100.0 % $
12,384
1.7 %
470,940
299,006
64,067
122,227
14,515
(224,228)
10,372
64,067
122,227
14,515
200
8,958
(3,889)
63.1
40.1
8.6
16.4
1.9
(30.0)
1.4
8.6
16.4
1.9
—
1.2
(0.5)% $
463,267
237,804
68,424
106,603
28,084
(170,039)
11,156
68,424
106,603
28,084
—
5,965
50,193
42
63.1
32.4
9.3
14.5
3.8
(23.2)
1.5
9.3
14.5
3.8
—
0.8
6.8 % $
7,673
61,202
(4,357)
15,624
(13,569)
(54,189)
(784)
(4,357)
15,624
(13,569)
200
2,993
(54,082)
1.7
25.7
(6.4)
14.7
(48.3)
31.9
(7.0)
(6.4)
14.7
(48.3)
n/m
50.2
(107.7)%
Revenues, net
Revenues, net decreased $245.4 million to $2.8 billion for 2020 as compared to 2019. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
Consolidated revenues, net
National Networks
2020
2,096,169
746,527
(27,740)
2,814,956
$
$
Years Ended December 31,
% of
total
74.5 % $
26.5
(1.0)
100.0 % $
2019
2,369,044
734,143
(42,866)
3,060,321
% of
total
$ change
% change
77.4 % $
24.0
(1.4)
100.0 % $
(272,875)
12,384
15,126
(245,365)
(11.5)%
1.7
(35.3)
(8.0)%
The decrease in National Networks revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution and other
2020
802,332
1,293,837
2,096,169
$
$
Years Ended December 31,
% of
total
2019
38.3 % $
61.7
100.0 % $
904,253
1,464,791
2,369,044
% of
total
$ change
% change
38.2 % $
61.8
100.0 % $
(101,921)
(170,954)
(272,875)
(11.3)%
(11.7)
(11.5)%
•
•
Advertising revenues decreased $101.9 million, primarily attributable to lower ratings and a reduction in the number of episodes of our
original programming primarily related to the impact of the COVID-19 pandemic. 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 $171.0 million due to a decrease in content licensing revenues of $92.9 and a decrease in subscription
revenues of $78.1 million, as compared to the prior comparable period. Content licensing revenues decreased due to a reduction in the
number of original programs we distributed related to production delays. Subscription revenues decreased primarily due to lower
subscribers. Subscription 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, 2020 and December 31, 2019:
National Programming Networks:
AMC
WE tv
BBC AMERICA
IFC
SundanceTV
________________
(1) Estimated U.S. subscribers as measured by Nielsen.
43
Estimated Domestic Subscribers
(1)
December 31,
2020
December 31,
2019
83,600
77,600
76,100
70,700
66,100
85,100
78,200
77,000
71,400
66,800
International and Other
The increase in International and Other revenues, net was attributable to the following:
(In thousands)
Advertising
Distribution and other
2020
74,338
672,189
746,527
$
$
Years Ended December 31,
% of
total
2019
10.0 % $
90.0
100.0 % $
89,659
644,484
734,143
% of
total
$ change
% change
12.2 % $
87.8
100.0 % $
(15,321)
27,705
12,384
(17.1)%
4.3
1.7 %
Advertising revenues decreased $14.9 million at AMCNI, excluding the impact of foreign currency fluctuations, primarily related to pricing and
lower demand resulting from the impact of the COVID-19 pandemic. Distribution revenues increased $81.4 million at AMC Networks Streaming Services
due to an increase in subscribers. This increase was partially offset by a decrease of $47.7 million at Levity, due to the impact of the COVID-19 pandemic
on its operations, which resulted in the temporary closure of its comedy venues, as well as a decrease of $11.7 million at AMCNI, excluding the impact of
foreign currency fluctuations.
Distribution revenues, included in the International and Other segment, include revenues related to AMC Networks Streaming Services of
approximately $176.7 million and $95.3 million for the years ended December 31, 2020 and 2019, respectively.
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) decreased $105.4 million to $1.4 billion for 2020 as compared to 2019.
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,
2020
967,934
470,940
(37,283)
1,401,591
$
$
2019
1,076,748
463,267
(33,030)
1,506,985
$
$
49.8 %
49.2 %
$ change
% change
(108,814)
7,673
(4,253)
(105,394)
(10.1)%
1.7
12.9
(7.0)%
The decrease in technical and operating expense of $108.8 million was due to a decrease in program amortization of $83.7 million primarily
attributable to a decrease in the amount of original programming as compared to the prior comparable period, which was impacted by the production delays
resulting from the COVID-19 pandemic. In addition, other direct programming costs decreased $25.7 million. Program rights amortization expense
includes write-offs of $85.5 million for the year ended December 31, 2020 as compared to program rights write-offs of $37.9 million for year ended
December 31, 2019. 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 revenues derived from
owned original programming in each period as these costs are amortized based on the 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 technical and operating expense of $7.7 million was due to an increase of $31.1 million at AMC Networks Streaming Services
primarily related to program amortization and $7.0 million of program write-offs from our RLJ Films distribution business, which was partially offset by
decreases of $21.9 million related to Levity and $9.7 million at AMCNI. The decrease at Levity is due to the impact of the COVID-19 pandemic on its
operations, which resulted in production stoppages and temporary closure of comedy venues.
44
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 $29.4 million to $708.8 million, for 2020 as compared to 2019. 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,
2020
2019
$ change
% change
$
$
410,718
299,006
(904)
708,820
$
$
441,747
237,804
(107)
679,444
$
$
25.2 %
22.2 %
(31,029)
61,202
(797)
29,376
(7.0)%
25.7
n/m
4.3 %
The decrease in the National Networks segment selling, general and administrative expense was principally due to a decrease in advertising and
marketing expenses of $13.5 million related to the mix of original programming, which was impacted by the COVID-19 pandemic. Additionally, general
and administrative costs were lower across substantially all expense categories.
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.
International and Other
The increase in the International and Other segment selling, general and administrative expense primarily related to $90.6 million at AMC Networks
Streaming Services primarily related to advertising and subscriber acquisition expenses, which was partially offset by decreases of $17.9 million at Levity
primarily related to the impact of the COVID-19 pandemic and $4.7 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 $1.6 million.
Depreciation and amortization
Depreciation and amortization increased $3.5 million to $104.6 million for 2020 as compared to 2019. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Years Ended December 31,
2020
2019
$ change
% change
$
$
40,539 $
64,067
104,606 $
32,674 $
68,424
101,098 $
7,865
(4,357)
3,508
24.1 %
(6.4)
3.5 %
The increase in depreciation and amortization expense in the National Networks segment was primarily due to depreciation of equipment at our
AMC Networks Broadcasting and Technology facilities. The decrease in depreciation and amortization expense in the International and Other segment was
primarily due to the lower carrying values of long-lived assets resulting from the impairment charge recognized in June 2020.
Impairment charges
During 2020, as a result of the continuing impact of the COVID-19 pandemic, we qualitatively assessed whether it was more likely than not that
goodwill and long-lived assets were impaired. Based on our current projections and updated forecasts, we determined that sufficient indicators of potential
impairment of long-lived assets existed and, in connection with the preparation of the Company's second quarter financial information, the Company
performed a recoverability test of certain long-lived asset groups within the AMCNI reporting unit. This resulted in an impairment charge of $97.1 million
primarily related to certain identifiable intangible assets, as well as property and equipment, and operating lease right-of-use assets. The Company then
performed a goodwill impairment test and determined that the carrying value of the AMCNI reporting unit exceeded its fair value, resulting in an
impairment charge of $25.1 million.
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
45
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. Additionally, during 2019, in connection with the dispositions of certain businesses, AMCNI recognized impairment charges of $8.6 million.
Restructuring and other related charges
In November 2020, management commenced a restructuring plan (the “2020 Plan”) designed to streamline the Company’s operations through a
reduction of its domestic workforce. The 2020 Plan is intended to improve the organizational design of the Company through the elimination of certain
roles and centralization of certain functional areas of the Company. In connection with the 2020 Plan, the Company incurred severance costs of $21.2
million. Additionally during 2020, the Company incurred restructuring charges of $6.2 million at AMCNI related to costs associated with the termination
of distribution in certain territories and restructuring charges of $7.7 million related to prior restructuring activities in domestic operations.
Restructuring and other related charges of $40.9 million for the year ended December 2019 primarily related to the management re-organization
commenced in September 2019. In connection with this re-organization, a number of roles were eliminated to improve the effectiveness of management
while reducing the cost structure of the Company. As a result, we incurred restructuring charges of $26.0 million. In addition, charges associated with the
AMC Networks Streaming Services re-organization consisted of severance and other personnel related costs of $1.9 million and programming write-offs of
$13.0 million related to a change in programming strategy.
Operating Income (Loss)
(In thousands)
National Networks
International and Other
Inter-segment Eliminations
Years Ended December 31,
2020
2019
$ change
% change
$
$
656,425 $
(224,228)
10,447
442,644 $
804,422 $
(170,039)
(9,106)
625,277 $
(147,997)
(54,189)
19,553
(182,633)
(18.4)%
31.9
n/m
(29.2)%
The decrease in operating income at the National Networks segment was primarily attributable to a decrease in revenues of $272.9 million, an
increase in restructuring charges of $7.1 million and an increase in depreciation and amortization of $7.9 million, partially offset by a decrease in technical
and operating expense of $108.8 million and a decrease in selling, general and administrative expense of $31.0 million.
The increase in operating loss at the International and Other segment, excluding the impact of foreign currency fluctuations, was primarily
attributable to an increase in technical and operating expense of $8.5 million, an increase in selling, general and administrative expense of $62.6 million
and an increase in impairment charges of $10.7 million, partially offset by an increase in revenues of $12.9 million, a decrease in restructuring charges of
$13.3 million and a decrease in depreciation and amortization of $4.3 million. Foreign currency translation had an unfavorable impact to the change in
operating loss of $2.8 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 charges
Restructuring and other related charges
Cloud computing amortization
Majority owned equity investees AOI
Adjusted operating income
Years Ended December 31,
2020
2019
$ change
% change
625,277 $
64,133
101,098
106,603
40,914
—
5,965
943,990 $
(182,633)
(11,225)
3,508
15,624
(5,846)
200
2,993
(177,379)
(29.2)%
(17.5)
3.5
14.7
(14.3)
n/m
50.2
(18.8)%
$
$
442,644 $
52,908
104,606
122,227
35,068
200
8,958
766,611 $
46
AOI decreased $177.4 million to $766.6 million for 2020 as compared to 2019. The net change by segment was as follows:
(In thousands)
National Networks
International and Other
Inter-segment eliminations
AOI
Years Ended December 31,
2020
2019
$ change
% change
$
$
760,053 $
(3,889)
10,447
766,611 $
903,526 $
50,193
(9,729)
943,990 $
(143,473)
(54,082)
20,176
(177,379)
(15.9)%
(107.7)
n/m
(18.8)%
The decrease in AOI at the National Networks segment is principally due to the decrease in operating income. The decrease in AOI at the
International and Other segment is principally due to the increase in operating loss.
Interest expense, net
The decrease in interest expense, net of $24.5 million is primarily due to lower interest rates on our credit facility and lower average outstanding long-
term debt balances.
Loss on extinguishment of debt
In March 2020, we redeemed $200 million principal amount of the then-outstanding $600 million principal amount of our 4.75% Notes due 2022.
The loss on extinguishment of debt for the year ended December 31, 2020 of $2.9 million represents the redemption premium, the write-off of a portion of
the unamortized discount and deferred financing costs.
Miscellaneous, net
The increase in miscellaneous, net of $77.2 million in 2020 as compared to 2019 was primarily related to an increase in net realized and unrealized
gains of $92.0 million from certain marketable equity securities, partially offset by an unfavorable variance of $15.0 million in the foreign currency
remeasurement of monetary assets and liabilities (principally intercompany loans) that are denominated in currencies other than the underlying functional
currency of the applicable entity.
Income tax expense
Income tax expense was $145.4 million for the year ended December 31, 2020, representing an effective tax rate of 36%. The effective tax rate
differs from the federal statutory rate of 21% due primarily to tax expense of $41.7 million for an increase in valuation allowances for foreign deferred tax
assets; state and local income tax expense of $14.7 million, tax expense of $8.4 million for excess tax deficiencies related to share-based compensation and
tax expense from foreign operations of $6.8 million partially offset by tax benefit of $5.3 million relating to uncertain tax positions (including accrued
interest).
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.
47
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 charges
Restructuring and other related charges
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
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,
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
102,117
(4,933)
190,024
(101,632)
2,722
(35,177)
(32,455)
(134,087)
77,836
(56,251)
(9,450)
4.2
3.3
10.8
n/m
(10.8)
8.5
(14.0)%
(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)%
48
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
$
International and Other Segment Results
Years Ended December 31,
2019
2018
Amount
2,369,044
$
% of
Revenues,
net
100.0 % $
Amount
2,413,325
% of
Revenues,
net
$ change
% change
100.0 % $
(44,281)
(1.8)%
1,076,748
441,747
32,674
13,453
804,422
52,977
32,674
13,453
903,526
45.5
18.6
1.4
0.6
34.0
2.2
1.4
0.6
38.1 % $
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 % $
(3,984)
(14,188)
(1,054)
(3,707)
(21,348)
4,356
(1,054)
(3,707)
(21,753)
(0.4)
(3.1)
(3.1)
(21.6)
(2.6)
9.0
(3.1)
(21.6)
(2.4)%
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 charges
Restructuring and other related charges
Operating loss
Share-based compensation expense
Depreciation and amortization
Impairment charges
Restructuring and other related charges
Majority-owned equity investees AOI
AOI
$
Years Ended December 31,
2019
2018
Amount
% of
Revenues,
net
Amount
% of
Revenues,
net
$ change
% change
$
734,143
100.0 % $
598,306
100.0 % $
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 % $
49
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
n/m
(20.2)
82.2
(9.7)
18.9
n/m
(20.2)
n/m
160.0 %
Revenues, net
Revenues, net increased $88.4 million to $3.1 billion for the year ended December 31, 2019 as compared to the year ended December 31, 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
2,369,044
734,143
(42,866)
3,060,321
$
$
Years Ended December 31,
% of
total
77.4 % $
24.0
(1.4)
100.0 % $
2018
2,413,325
598,306
(39,702)
2,971,929
% of
total
81.2 % $
20.1
(1.3)
100.0 % $
$ change
% change
(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 and other
2019
904,253
1,464,791
2,369,044
$
$
Years Ended December 31,
% of
total
2018
38.2 % $
61.8
100.0 % $
944,675
1,468,650
2,413,325
% of
total
$ change
% change
39.1 % $
60.9
100.0 % $
(40,422)
(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.
50
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
2018
12.2 % $
87.8
100.0 % $
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 streaming 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
463,267
(33,030)
1,506,985
$
$
2018
1,080,732
392,793
(27,576)
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 streaming 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.
51
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
237,804
(107)
679,444
$
$
455,935
201,611
(89)
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 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.
52
Restructuring and other related charges
Restructuring and other related charges of $40.9 million and $45.8 million for the years ended December 2019 and 2018, respectively, primarily
related to the management re-organizations which resulted in the elimination of a number of roles to improve the effectiveness of management while
reducing the cost structure of the Company. As a result, we incurred restructuring charges of $26.0 million and $35.9 million for the years ended December
2019 and 2018, respectively. During 2019, we also incurred restructuring charges associated with the AMC Networks Streaming Services re-organization
which consisted of severance and other personnel related costs of $1.9 million and programming write-offs of $13.0 million related to a change in
programming strategy. During 2018, we also incurred restructuring charges of $9.9 million associated with the termination of distribution in certain
territories at AMCNI.
Operating Income
(In thousands)
National Networks
International and Other
Inter-segment Eliminations
Years Ended December 31,
2019
2018
$ change
% change
$
$
804,422 $
(170,039)
(9,106)
625,277 $
825,770 $
(93,326)
(5,535)
726,909 $
(21,348)
(76,713)
(3,571)
(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 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 charges
Restructuring and other related charges
Majority owned equity investees AOI
Adjusted operating income
Years Ended December 31,
2019
2018
$ change
% change
$
$
625,277 $
64,133
101,098
106,603
40,914
5,965
943,990 $
726,909 $
60,979
91,281
4,486
45,847
3,043
932,545 $
(101,632)
3,154
9,817
102,117
(4,933)
2,922
11,445
(14.0)%
5.2
10.8
n/m
(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 $
50,193
(9,729)
943,990 $
925,279 $
19,303
(12,037)
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.
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).
53
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 deferred tax
assets; 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.
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.
On February 8, 2021, the Company issued $1.0 billion in aggregate principal amount of 4.25% senior notes due 2029 (the “4.25% Notes due 2029”)
and received net proceeds of $982.3 million, after deducting underwriting discounts and commissions and expenses. The Company used such proceeds to
redeem (i) the remaining $400 million principal amount of the Company’s 4.75% senior notes due 2022 and (ii) $600 million principal amount of the
Company’s 5.00% senior notes due 2024 on February 26, 2021 (the "Redemption Date"). The 4.75% senior notes due 2022 were redeemed at a redemption
price of 100.000% of the principal amount of such notes and the 5.00% senior notes due 2024 were redeemed at a redemption price of 102.500% of the
principal amount of such notes, in each case, plus accrued and unpaid interest to, but excluding, the Redemption Date.
On February 8, 2021, the Company entered into Amendment No. 1 (“Amendment No. 1”) to its existing credit agreement (the "Credit Agreement").
Amendment No. 1 extends the maturity dates of the $675 million term loan A facility and $500 million revolving credit facility under the Credit Agreement
to February 8, 2026, and makes certain other amendments to the covenants and other provisions of the Credit Agreement.
Our 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, 2020, the Company repurchased 14.8 million shares of its Class A common stock at an average purchase price of $23.91 per share (inclusive
of the results of the modified "Dutch auction" tender offer discussed below). As of December 31, 2020, the Company had $135.3 million available for
repurchase under the Stock Repurchase Program.
54
On September 16, 2020, we commenced a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $250 million in value of
shares of our Class A Common Stock, plus up to an additional 2% of the outstanding shares of Class A Common Stock, at a price not greater than $26.50
nor less than $22.50 per share. The Tender Offer expired on October 14, 2020. On October 21, 2020, we accepted for purchase 10.8 million shares of its
Class A Common Stock, at a price of $23.20 per share, for an aggregate cost of $250.6 million. The cost of these shares, and the fees relating to the Tender
Offer, are classified in Treasury stock in the consolidated balance sheet.
Our principal uses of cash include the acquisition and production of programming, investments and acquisitions, repurchases of outstanding debt and
common stock, debt service, and payments for income taxes. Although impacted by the COVID-19 pandemic, 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. In March 2020, we redeemed $200
million principal amount of the then-outstanding $600 million principal amount of our 4.75% Notes due 2022.
As of December 31, 2020, our consolidated cash and cash equivalents balance includes approximately $221.5 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
2020
Years Ended December 31,
2019
2018
$
$
748,736 $
(35,163)
(647,998)
65,575 $
483,748 $
(89,707)
(131,126)
262,915 $
606,547
(260,184)
(314,607)
31,756
Net cash provided by operating activities amounted to $748.7 million for the year ended December 31, 2020 as compared to $483.7 million for the
year ended December 31, 2019. In 2020, net cash provided by operating activities resulted primarily from $1.5 billion of net income before amortization of
program rights, depreciation and amortization, share-based compensation and other non-cash items, a decrease in accounts receivable, trade of $63.3
million due to the timing of cash receipts, an decrease in prepaid expenses and other assets of $64.1 million, and an increase in accounts payable, accrued
liabilities and other liabilities of $16.0 million. Partially offsetting these increases were payments for program rights of $850.0 million. Changes in all other
assets and liabilities during the year resulted in an increase in cash of $5.1 million.
In 2019, 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 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
55
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.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2020, 2019 and 2018 was $35.2 million, $89.7 million and $260.2 million,
respectively. In 2020, net cash used in investing activities was primarily related to capital expenditures of $46.6 million, partially offset by proceeds from
the sales of investments of $10.0 million.
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.
Financing Activities
Net cash used in financing activities amounted to $648.0 million for the year ended December 31, 2020 as compared to $131.1 million for the year
ended December 31, 2019 and $314.6 million for the year ended December 31, 2018. In 2020, financing activities primarily consisted of purchases of Class
A Common Stock of $356.7 million under our Stock Repurchase Program, principal payments on long-term debt of $262.3 million, taxes paid in lieu of
shares issued for equity-based compensation of $16.0 million, and distributions to noncontrolling members of $15.8 million.
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.
Debt Financing Agreements
The Company's principal amount of long-term debt consists of:
(In thousands)
Senior Secured Credit Facility:
Term Loan A Facility
(a)
Senior Notes:
4.75% Notes due December 2022
5.00% Notes due April 2024
4.75% Notes due August 2025
Principal amount of debt
December 31, 2020
December 31, 2019
$
$
675,000 $
731,250
400,000
1,000,000
800,000
2,875,000 $
600,000
1,000,000
800,000
3,131,250
(a) The Company's $500 million revolving credit facility remains undrawn at December 31, 2020. Total undrawn revolver commitments are
available to be drawn for general corporate purposes of the Company.
In March 2020 we redeemed $200 million principal amount of the outstanding $600 million principal amount of our 4.75% Notes due 2022. In
connection with the redemption, we incurred a loss on extinguishment of debt for the year ended December 31, 2020 of $2.9 million representing the
redemption premium and the write-off of a portion of the unamortized discount and deferred financing costs.
Subsequent to December 31, 2020, on February 26, 2021, we redeemed (i) the remaining $400 million principal amount of our 4.75% Notes due
2022 and (ii) $600 million principal amount of our 5.00% Notes due 2024.
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 11 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is
incorporated herein by reference.
56
Supplemental Guarantor Financial Information
The following is a description of the terms and conditions of the guarantees with respect to the outstanding notes for which AMC Networks is the
issuer.
Note Guarantees
Debt of AMC Networks as of December 31, 2020 included $400.0 million of 4.75% Notes due December 2022, $1.0 billion of 5.00% Notes due
April 2024 and $800.0 million of 4.75% Notes due August 2025 (collectively, the “notes”). The notes were issued by AMC Networks and are
unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of AMC Networks’ existing and future domestic restricted subsidiaries,
subject to certain exceptions (each, a “Guarantor Subsidiary,” and collectively, the “Guarantor Subsidiaries”). The obligations of each Guarantor Subsidiary
under its note guarantee are limited as necessary to prevent such note guarantee from constituting a fraudulent conveyance under applicable law. A
guarantee of the notes by a Guarantor Subsidiary is subject to release in the following circumstances: (i) any sale or other disposition of all of the capital
stock of a Guarantor Subsidiary to a person that is not (either before or after giving effect to such transaction) a restricted subsidiary, in compliance with the
terms of the applicable indenture; (ii) the designation of a restricted subsidiary as an “Unrestricted Subsidiary” under the applicable indenture; or (iii) the
release or discharge of the guarantee (including the guarantee under the AMC Networks’ credit agreement) which resulted in the creation of the note
guarantee (provided that such Guarantor Subsidiary does not have any preferred stock outstanding at such time that is not held by AMC Networks or
another Guarantor Subsidiary).
Foreign subsidiaries of AMC Networks do not and will not guarantee the notes.
The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for AMC Networks and each
Guarantor Subsidiary. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X.
Summarized Financial Information
Income Statement
(In thousands)
Revenues
Operating expenses
Operating income
Income before income taxes
Net income
Balance Sheet
(In thousands)
Assets
Amounts due from subsidiaries
Current assets
Non-current assets
Liabilities and equity:
Amounts due to subsidiaries
Current liabilities
Non-current liabilities
$
$
$
$
$
Year Ended December 31, 2020
Year Ended December 31, 2019
Parent Company
Guarantor Subsidiaries
Parent Company
Guarantor Subsidiaries
— $
—
— $
337,810 $
239,979
1,947,893 $
1,441,889
506,004 $
486,092 $
476,881
— $
19
(19) $
468,016 $
380,485
2,122,212
1,454,540
667,672
633,294
623,278
December 31, 2020
December 31, 2019
Parent Company
Guarantor Subsidiaries
Parent Company
Guarantor Subsidiaries
$
$
25,749
35,424
3,729.996
—
124,886
3,023,726
74,649 $
1,291,630
3,151,581
27,091 $
545,105
300,449
1,760 $
28,768
4,050,648
— $
100,081
3,315,314
100,485
1,590,932
3,044,865
—
470,027
361,324
57
Contractual Obligations and Off Balance Sheet Arrangements
Contractual Obligations
Our contractual obligations as of December 31, 2020 are summarized in the following table:
(In thousands)
Debt obligations:
(1)
Principal payments
(2)
Interest payments
Purchase obligations
Operating lease obligations
(4)
Finance lease obligations
(3)
(4)
Total
Payments due by period
Total
Year 1
Years
2 - 3
Years
4 - 5
More than
5 years
$
$
2,875,000 $
431,075
1,011,886
230,204
40,826
4,588,991 $
75,000 $
120,154
290,915
37,253
5,974
529,296 $
1,000,000 $
209,921
222,694
69,839
12,033
1,514,487 $
1,800,000 $
101,000
118,277
61,367
12,152
2,092,796 $
—
—
380,000
61,745
10,667
452,412
(1) Subsequent to December 31, 2020, our Senior Secured Credit Facility was refinanced and we issued new Senior Notes and redeemed certain of our
existing Senior Notes, all of which impact the obligations reflected in this table. See Note 11, Long-Term Debt, to our consolidated financial
statements for additional information.
(2) 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,
2020.
(3) Purchase obligations consist primarily of program rights obligations, participations, residuals, and transmission and marketing commitments.
(4) 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, 2020, the liability for uncertain tax positions was $9.7 million, excluding the related accrued interest liability of $2.7 million and deferred tax
assets of $2.1 million. See Note 15 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 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.
58
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 fair 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 when the license period begins. Costs are amortized to technical and operating expense on a straight-line or accelerated basis, based on the expected
exploitation strategy of the rights, 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.
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 ("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.
Program rights write-offs of $108.3 million, $40.9 million and $50.5 million were recorded for the years ended December 31, 2020, 2019 and 2018,
respectively.
Useful Lives of Affiliate Intangible Assets
The carrying amount of our intangible assets as of December 31, 2020 is $410.7 million, of which $294.3 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. In June 2020, we recognized impairment charges associated with certain intangible assets. See
Note 9 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K for additional details.
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.
59
The carrying amount of goodwill, by operating segment is as follows:
National Networks
International and Other
December 31, 2020
$
$
235,760
450,647
686,407
Based on our annual and interim impairment tests for goodwill during 2020 and 2019, we recognized impairment charges of $25.1 million and $98.0
million for the years ended December 31, 2020 and 2019, respectively. See Note 9 to the accompanying consolidated financial statements included in this
Annual Report on Form 10-K for additional details.
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, 2020, the fair value of our fixed rate debt of $2.24 billion was higher than its carrying
value of $2.18 billion by $62.2 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, 2020 would increase the estimated fair value of
our fixed rate debt by approximately $24.9 million to approximately $2.27 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.
As of December 31, 2020, we have $2.8 billion principal amount of debt outstanding (excluding finance leases), of which $675.0 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, 2020 would increase our annual interest expense by approximately $6.7 million.
As of December 31, 2020, 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, 2020 was a net liability of $2.4 million. The interest rate paid
on approximately 80% of our debt (excluding finance leases) as of December 31, 2020 is effectively fixed (76% being fixed rate obligations and 4%
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 $1.8 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.
60
The Company recognized $(4.0) million, $11.1 million and $(6.8) million of foreign currency transaction gains (losses) for the years ended
December 31, 2020, 2019 and 2018, 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 68 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, 2020, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective.
(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, 2020.
(c) Attestation Report of Independent Registered Public Accounting Firm
The effectiveness of the Company's internal control over financial reporting as of December 31, 2020 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
61
During the three months ended December 31, 2020, 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.
62
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 2021
Annual Meeting of Stockholders, which will be filed within 120 days of the year ended December 31, 2020 (the "2021 Proxy Statement"), which is
incorporated herein by reference.
Item 11. Executive Compensation.
Information relating to executive compensation will be included in the 2021 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 2021 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 2021 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 2021 Proxy Statement, which is incorporated herein by
reference.
63
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 68.
(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.
64
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
4.9
4.10
10.1
10.2
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).
Third Supplemental Indenture, dated as of February 8, 2021, 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 February 8, 2021)
Description of AMC Networks Inc.'s Securities Registered under Section 12 of the Exchange Act.
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).
65
10.3
10.4
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
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).
Amendment No. 1, dated as of February 8, 2021, to the Second Amended and Restated Credit Agreement, dated as of July 28, 2017, in
each case, among AMC Networks and its subsidiary, AMC Network Entertainment LLC, as the initial borrowers, certain of AMC
Networks’ subsidiaries, as restricted subsidiaries, Bank of America, N.A., as an L/C Issuer, the lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on February 8, 2021)
AMC Networks Inc. Amended and Restated 2011 Stock Plan For Non-Employee Directors (incorporated by reference to Exhibit 10.2 to
the Company’s Quarterly Report on Form 10-Q filed on August 5, 2020)
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).
Amendment to Employment Agreement, dated as of September 15, 2020, by and between AMC Networks Inc. and Charles F. Dolan
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 15, 2020).
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).
Amended and Restated Employment Agreement dated December 11, 2020, between AMC Networks Inc. and Joshua W. Sapan
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).
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)
Employment Agreement between AMC Networks Inc. and Donna Coleman, dated October 16, 2020 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 16, 2020)
Employment Agreement dated January 12, 2021, between AMC Networks Inc. and Christina Spade
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 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).
66
10.20
10.21
10.22
10.23
10.24
10.25
10.26
21
22
23
24
31.1
31.2
32
AMC Networks Inc. Amended and Restated 2016 Employee Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q filed on August 5, 2020)
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 (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 (incorporated by reference to Exhibit 10.22 on Form 10-K for the year ended
December 31, 2017).
Form of Performance Cash Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2020).
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).
Subsidiaries of the Registrant.
List of Guarantor Subsidiaries.
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:
February 26, 2021
AMC Networks Inc.
By:
/s/ Christina Spade
Christina Spade
Executive Vice President and Chief Financial Officer
67
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua W. Sapan and
Christina Spade, 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.
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
Date
/s/ Joshua W. Sapan
Joshua W. Sapan
/s/ Christina Spade
Christina Spade
/s/ Christian B. Wymbs
Christian B. Wymbs
/s/ James L. Dolan
James L. Dolan
/s/ Charles F. Dolan
Charles F. Dolan
/s/ William J. Bell
William J. Bell
/s/ Kristin A. Dolan
Kristin A. Dolan
President and Chief Executive Officer
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 26, 2021
February 26, 2021
February 26, 2021
Chairman of the Board of Directors
February 26, 2021
Chairman Emeritus and Director
February 26, 2021
Director
Director
68
February 26, 2021
February 26, 2021
/s/ Marianne Dolan Weber
Marianne Dolan Weber
/s/ Patrick F. Dolan
Patrick F. Dolan
/s/ Thomas C. Dolan
Thomas C. Dolan
/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
Director
Director
Director
Director
Director
Director
Director
Director
69
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
Consolidated Financial Statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018
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
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Schedule II—Valuation and Qualifying Accounts
70
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, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes, and financial statement schedule II
(collectively, the “consolidated financial statements”), and our report dated February 26, 2021, 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 Report on Internal Control over Financial Reporting. 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, 2021
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, 2020 and
2019, 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, 2020, and the related notes, and the financial statement schedule II (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, 2020
and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, 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, 2020, 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, 2021, 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 changed its method of accounting for program rights due to the adoption of
Accounting Standards Update (ASU) No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials, as of
January 1, 2020, and changed its method of accounting for leases due to the adoption of ASU No. 2016-02, Leases (ASC 842), as of January 1, 2019.
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 9 to the consolidated financial statements, the Company’s goodwill balance for the International and Other segment was $450.6
million at December 31, 2020, 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. The Company considered the current and expected future economic and market conditions surrounding the
COVID-19 pandemic and its impact on each of its reporting units and determined that a triggering event had occurred with respect to its AMCNI
reporting unit. The Company recognized an impairment charge of $25 million for the year ended December 31, 2020 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, long-term
growth rate and the discount rate used by the Company to estimate the fair value of the reporting unit involved challenging auditor judgment, and have
a significant effect on the Company’s assessment of the carrying value of the reporting unit’s goodwill.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the Company’s impairment process, including controls over the selection of the revenue growth
rates, long-term growth rate and the discount rate used to estimate the fair value of the reporting unit. We performed sensitivity analyses over the
revenue growth rates, long-term growth rate and discount rate assumptions. 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 skills and
knowledge who assisted in:
• independently developing a discount rate range using publicly available market data for comparable entities and comparing it to the Company’s
discount rate;
• independently developing a long-term growth rate range using publicly available market data and comparing it to the Company’s long-term growth
rate; and
• developing an estimated range of the reporting unit fair value using the reporting unit’s cash flow projections and the independently developed
discount rate range and long-term growth rate range, and compared the result to the Company’s fair value estimate.
Assessment of 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,
2020 was $464.2 million, of which $216.2 million relates to completed productions. 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 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 following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the critical audit matter. This included controls related to the development of assumptions used in
determining projected attributable distribution revenue and projected 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, 2021
F-3
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
Current Assets:
ASSETS
Cash and cash equivalents
Accounts receivable, trade (including amounts due from related parties, net, less allowance for doubtful accounts of
$11,234 and $5,733)
Current portion of program rights, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $261,082 and $347,302
Program rights, net
Intangible assets, net
Goodwill
Deferred tax assets, net
Operating lease right-of-use assets
Other assets
Total assets
Current Liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
Accrued liabilities
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, 64,568 and 63,886 shares issued and 29,975 and 44,078
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 (34,593 and 19,808 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
2020
2019
$
888,526 $
816,170
813,587
13,480
223,173
1,938,766
256,045
1,269,131
410,672
686,407
25,046
146,522
513,749
5,246,338 $
120,530 $
320,005
259,449
71,048
75,000
32,435
878,467
182,511
2,774,307
194,324
132,009
125,970
4,287,588
857,143
426,624
230,360
2,330,297
283,752
1,038,060
524,531
701,980
51,545
170,056
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
315,649
309,451
646
115
—
323,425
1,847,451
(1,419,882)
(134,950)
616,805
26,296
643,101
5,246,338 $
639
115
—
286,491
1,609,428
(1,063,181)
(167,711)
665,781
25,724
691,505
5,596,686
$
$
$
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 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
2020
2019
2018
$
2,814,956 $
3,060,321 $
2,971,929
1,401,591
708,820
104,606
122,227
35,068
2,372,312
442,644
(138,610)
30,032
(2,908)
71,221
(40,265)
402,379
(145,391)
256,988
(17,009)
239,979 $
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)
380,486 $
4.70 $
4.64 $
6.77 $
6.67 $
51,016
51,733
56,205
57,037
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)
446,187
7.68
7.57
58,066
58,947
$
$
$
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
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income (loss), before income taxes
Income tax benefit
Other comprehensive income (loss), net of income taxes
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to AMC Networks' stockholders
$
2020
2019
2018
$
256,988 $
407,716 $
463,967
33,562
(437)
—
33,125
114
33,239
290,227
(17,487)
272,740 $
(6,272)
(1,609)
—
(7,881)
364
(7,517)
400,199
(27,078)
373,121 $
(41,716)
(356)
(370)
(42,442)
45
(42,397)
421,570
(16,044)
405,526
See accompanying notes to consolidated financial statements.
F-6
AMC NETWORKS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
Class A
Common
Stock
Class B
Common
Stock
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
Net income attributable to AMC Networks’
stockholders
Net income attributable to non-redeemable
noncontrolling interests
Adoption of ASU 2016-13, credit losses
Distributions to noncontrolling member
Other comprehensive income
Share-based compensation expense
Treasury stock acquired
Restricted stock units converted to shares
Balance, December 31, 2020
627
—
—
—
—
—
—
—
—
—
—
—
6
633
—
—
—
—
—
—
—
—
—
6
639
—
—
—
—
—
—
—
7
646
Paid-in
Capital
191,303
Accumulated
Earnings
766,725
Treasury
Stock
(709,440)
Accumulated
Other
Comprehensive
Loss
(114,386)
Total AMC
Networks
Stockholders'
Equity
Non-
redeemable
Noncontrolling
Interests
Total
Stockholders'
Equity
134,944
29,001
163,945
—
446,187
—
—
446,187
—
446,187
—
—
—
—
(985)
995
—
60,979
4,317
—
(16,842)
239,767
—
—
—
16,030
—
—
—
—
—
—
—
1,228,942
—
—
—
—
—
—
—
—
—
(283,143)
—
(992,583)
—
—
—
(3,411)
—
—
(42,397)
—
—
—
—
(160,194)
—
—
—
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
—
380,486
—
—
380,486
—
380,486
—
—
—
985
—
64,133
4,630
—
(23,024)
286,491
—
—
—
—
—
—
—
—
—
1,609,428
—
—
—
—
—
—
—
(70,598)
—
(1,063,181)
—
—
—
—
(7,517)
—
—
—
—
(167,711)
—
—
—
985
(7,517)
64,133
4,630
(70,598)
(23,018)
665,781
4,911
(3,438)
(4,429)
—
152
—
—
—
—
25,724
4,911
(3,438)
(4,429)
985
(7,365)
64,133
4,630
(70,598)
(23,018)
691,505
—
239,979
—
—
239,979
—
239,979
115
—
—
—
—
—
—
—
—
—
—
—
—
115
—
—
—
—
—
—
—
—
—
—
115
—
—
—
—
—
52,908
—
(15,974)
—
—
—
—
—
—
—
115 $ 323,425 $ 1,847,451 $ (1,419,882) $
—
—
—
—
—
(356,701)
—
—
(1,956)
—
—
—
—
—
—
—
—
32,761
—
—
—
(134,950) $
—
(1,956)
—
32,761
52,908
(356,701)
(15,967)
616,805 $
1,131
—
(1,037)
478
—
—
—
26,296 $
1,131
(1,956)
(1,037)
33,239
52,908
(356,701)
(15,967)
643,101
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 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 (recoveries) expense
Deferred income taxes
Gains on investments
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
Principal payments received on loans to investees
Payments for acquisition of a business, net of cash acquired
Proceeds from sale of investments
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from the issuance of long-term debt
Principal payments on long-term debt
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
2020
2019
2018
$
256,988 $
407,716 $
463,967
104,606
122,227
52,908
5,359
923,886
28,231
3,099
—
8,005
2,908
(2,843)
23,159
(97,617)
20,000
(594)
63,337
64,060
(850,013)
6,703
7,202
(8,833)
15,958
748,736
(46,595)
1,872
(5,440)
5,000
—
10,000
(35,163)
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)
—
—
—
(89,707)
6,000
(262,250)
(15,967)
(356,701)
—
(3,261)
(15,819)
(647,998)
65,575
6,781
816,170
888,526 $
1,521
(22,988)
(23,018)
(70,598)
4,630
(5,115)
(15,558)
(131,126)
262,915
(1,631)
554,886
816,170 $
$
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)
—
(260,184)
289
—
(16,836)
(283,143)
4,317
(4,938)
(14,296)
(314,607)
31,756
(35,653)
558,783
554,886
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. Our AMC Studios operations
produce original programming for our programming networks and also license those program rights worldwide. AMC Networks Broadcasting &
Technology is our technical services business, which primarily services most of the national programming networks.
International and Other: Includes AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio
of channels around the world; AMC Networks Streaming Services, consisting of our targeted subscription streaming services (Acorn TV, Shudder,
Sundance Now, ALLBLK), AMC+ and other streaming initiatives; Levity, our production services and comedy venues business; and IFC Films,
our 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 ("VIEs") 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 primarily earns revenue from (i) the distribution of its programming services, through distributors and directly to consumers, and
licensing of its programming and other content, (ii) advertising, and (iii) other services. 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.
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.
F-9
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 $246.9 million, $180.3 million and $196.0 million for the years ended December 31, 2020, 2019 and 2018,
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 $(4.0) million, $11.1 million and $(6.8) million for the years ended December 31, 2020, 2019 and 2018, 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 using a forward looking expected loss
model 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, 2020 and 2019, the Company had $267.5 million and
$273.0 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
fair 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, based
on the expected exploitation strategy of the rights, 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 7 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 trade names. 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. See Note 9 for further discussion regarding long-lived and amortizable intangible assets impairment.
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 9 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 13 for a further discussion of the Company's derivative financial instruments.
Leases
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 new standard did not materially impact our consolidated net
income or cash flows. See Note 14 for further discussion regarding leases.
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
F-12
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 16 for further discussion regarding commitments
and contingencies.
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,
2020, two customers accounted for 18% 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, 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.
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
2020
Years Ended December 31,
2019
2018
51,016
—
717
51,733
56,205
14
818
57,037
58,066
15
866
58,947
Approximately 0.3 million, 1.3 million and 1.0 million restricted stock units outstanding as of December 31, 2020, 2019, and 2018, respectively,
have been excluded from diluted weighted average common shares outstanding since a performance condition for these awards had not been met in each of
the respective periods. As of December 31, 2020 and 2019, 0.3 million and 0.6 million, respectively, of restricted stock units and stock options have been
excluded from diluted weighted average common shares outstanding, as their impact would have been anti-dilutive.
Common Stock of AMC Networks
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.
F-13
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2020, the Company repurchased 14.8 million shares of its Class A common stock at an average purchase price of $23.91 per share
(inclusive of the results of the modified "Dutch auction" tender offer discussed below). As of December 31, 2020, the Company has $135.3 million
available for repurchase under the Stock Repurchase Program.
On September 16, 2020, the Company commenced a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $250 million in
value of shares of its Class A Common Stock, plus up to an additional 2% of the outstanding shares of Class A Common Stock, at a price not greater than
$26.50 nor less than $22.50 per share. The Tender Offer expired on October 14, 2020. On October 21, 2020, the Company accepted for purchase
10.8 million shares of its Class A Common Stock, at a price of $23.20 per share, for an aggregate cost of $250.6 million. The cost of these shares, and the
fees relating to the Tender Offer, are classified in Treasury stock in the consolidated balance sheet.
(In thousands)
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
Share repurchases
Employee and non-employee director stock transactions*
Balance at December 31, 2020
Shares Outstanding
Class A
Common Stock
Class B
Common Stock
49,601
(5,386)
534
44,749
(1,302)
631
44,078
(14,785)
682
29,975
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 Adopted Accounting Standards
Effective January 1, 2020, the Company adopted Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13,
Measurement of Credit Losses on Financial Instruments, which changed 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. The Company adopted the standard using the modified retrospective approach
and recorded a decrease to opening retained earnings of $2.0 million, after taxes, for the cumulative-effect of the adoption.
Effective January 1, 2020, the Company adopted FASB ASU No. 2018-13, Fair Value Measurement (Topic 820). The standard changed the
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 standard did not have any effect on the Company's consolidated financial statements.
Effective January 1, 2020, the Company adopted FASB ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud
Computing Arrangement that is a Service Contract. The standard amended prior 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 adoption of the standard did not have a material effect on the Company's consolidated
financial statements.
F-14
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective January 1, 2020, the Company adopted FASB ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements
for Program Materials. The standard aligns the accounting for production costs of episodic television series with the accounting for production costs of
films. In addition, the standard 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 Company adopted the
standard on a prospective basis. See Note 6 for further information.
Recently Issued Accounting Pronouncements
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 the first quarter of 2021, with early adoption permitted. The Company
is currently evaluating the impact of the adoption and does not expect it to have material impact on its consolidated financial statements.
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.
The Company primarily earns revenue from (i) the distribution of its programming services, through distributors and directly to consumers, and
licensing of its programming and other content, (ii) advertising, and (iii) other services. 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.
F-15
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 our streaming services Acorn TV, Shudder, Sundance Now, ALLBLK, and AMC+ (collectively, AMC Networks
Streaming Services) is recognized as the streaming services are provided to customers.
Content licensing revenue: The Company licenses its original programming content to certain distributors, including under streaming, 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 streaming arrangements, the Company adjusts the transaction price for the time value of money in cases where license fees are paid over several
years. Streaming 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.
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.
Other
The Company earns revenue from production and transmission services and live entertainment venues. Such services are recognized as revenue as the
services are performed.
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, 2020. However, the guidance does not apply to sales-based or usage-based
F-16
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2020, 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
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:
Accounts receivable (including long-term, included in Other assets)
Contract assets, short-term (included in Other current assets)
Contract assets, long-term (included in Other assets)
Contract liabilities (Deferred revenue)
December 31, 2020
December 31, 2019
$
1,081,070 $
9,830
942
71,048
1,121,834
7,283
9,964
63,921
(a) Revenue recognized for the twelve months ended December 31, 2020 relating to the contract liability at December 31, 2019 was $47.2 million.
Note 4. Impairment Charges
In 2020, as a result of the continuing impact of the COVID-19 pandemic, the Company qualitatively assessed whether it was more likely than not that
goodwill and long-lived assets were impaired as of June 30, 2020. As a result of that assessment, the Company incurred impairment charges of
$122.2 million, consisting of $25.1 million related to goodwill impairment and $97.1 million primarily related to certain identifiable intangible assets, as
well as property and equipment, and operating lease right-of-use assets, all of which were associated with the AMCNI reporting unit.
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 2019 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.
F-17
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5. Restructuring and Other Related Charges
The Company recorded restructuring and other related charges of $35.1 million for the year ended December 31, 2020. On November 18, 2020, the
Company commenced a restructuring plan (the “2020 Plan”) designed to streamline the Company’s operations through a reduction of its domestic
workforce. The 2020 Plan is intended to improve the organizational design of the Company through the elimination of certain roles and centralization of
certain functional areas of the Company. Restructuring and other related charges associated with the 2020 Plan, recorded in 2020, were primarily for
severance and other personnel costs of $21.2 million, of which $11.8 million was attributable to the National Networks segment and $9.4 million was
attributable to the International and Other segment. Additional restructuring and other related charges for the year ended December 31, 2020 were
$13.9 million, which related to costs associated with the termination of distribution in certain territories, as well as severance and other personnel related
costs associated with previously disclosed restructuring activities.
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 Streaming Services 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 Networks segment and $12.5 million was attributable to
the International and Other segment.
In connection with the AMC Networks Streaming Services 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 Streaming Services 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 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. Additionally, AMCNI completed a
portfolio rationalization review that resulted in the termination of distribution in certain territories, resulting in a $9.9 million charge.
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
2020
Years Ended December 31,
2019
2018
$
$
20,553 $
14,515
—
35,068 $
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
2020
Years Ended December 31,
2019
2018
35,068 $
—
35,068 $
27,897 $
13,017
40,914 $
45,847
—
45,847
$
$
F-18
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, 2018
Charges
Other
Cash payments
Non-cash adjustments
Currency translation
Balance at December 31, 2019
Charges
Cash payments
Non-cash adjustments
Currency translation
Balance at December 31, 2020
Severance and Employee-
Related Costs
Other Exit Costs
Total
$
$
33,774 $
26,132
(612)
(31,897)
—
10
27,407
30,752
(31,545)
(1,043)
—
25,571 $
1,415 $
1,765
(1,480)
(414)
(1,081)
16
221
4,316
(191)
(4,316)
1
31 $
35,189
27,897
(2,092)
(32,311)
(1,081)
26
27,628
35,068
(31,736)
(5,359)
1
25,602
Accrued restructuring and other related costs of $25.6 million are included in accrued liabilities in the consolidated balance sheet at December 31,
2020.
Note 6. Program Rights and Obligations
Program Rights
Effective January 1, 2020, the Company adopted FASB ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements
for Program Materials. The new guidance impacts the Company as follows:
• Allows for the classification of acquired/licensed program rights as long-term assets. Previously, the Company reported a portion of these rights in
current assets. Advances for live programming rights made prior to the live event and acquired/licensed program rights with license terms of less
than one year continue to be reported in current assets.
• Aligns the capitalization of production costs for episodic television programs with the capitalization of production costs for theatrical content.
Previously, theatrical content production costs could be fully capitalized while episodic television production costs were generally limited to the
amount of contracted revenues.
•
Introduces the concept of “predominant monetization strategy” to classify capitalized program rights for purposes of amortization and impairment
as follows:
◦
◦
Individual program rights - programming value is predominantly derived from third-party revenues that are directly attributable to the
specific film or television title (e.g., theatrical revenues, significant in-show advertising on the Company’s programming networks or
specific content licensing revenues).
Group program rights - programming value is predominantly derived from third-party revenues that are not directly attributable to a
specific film or television title (e.g., library of program rights for purpose of the Company’s programming networks or subscription
revenue for AMC Networks Streaming Services).
The determination of the predominant monetization strategy is made at commencement of production and is based on the means by which the
Company derives third-party revenues from use of the programming. The classification of program rights as individual or group only changes if there is a
significant change to the title’s monetization strategy relative to its initial assessment.
F-19
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
(In thousands)
Owned original program rights, net:
Completed
In-production and in-development
Total owned original program rights, net
Licensed program rights, net:
Licensed film and acquired series
Licensed originals
Advances and content versioning costs
Total licensed program rights, net
Program rights, net
Current portion of program rights, net
Program rights, net (long-term)
Predominantly
Monetized Individually
December 31, 2020
Predominantly
Monetized as a Group
Total
$
$
$
$
203,388 $
228,713
432,101 $
8,261 $
201,992
—
210,253
642,354 $
12,808 $
19,258
32,066 $
551,878 $
—
56,313
608,191
640,257 $
$
$
216,196
247,971
464,167
560,139
201,992
56,313
818,444
1,282,611
13,480
1,269,131
1,282,611
Amortization, including write-offs, of owned and licensed program rights is as follows:
(In thousands)
Owned original program rights
Licensed program rights
Program rights amortization
Year Ended December 31, 2020
Predominantly
Monetized
Individually
Predominantly
Monetized as a Group
Total
$
$
349,078
94,534
443,612
$
$
61,108
419,166
480,274
$
$
410,186
513,700
923,886
The Company estimates amortization within the next three years will be approximately 88% and 93% of unamortized owned original programming
costs and unamortized licensed program costs, respectively, as of December 31, 2020. The Company expects to amortize approximately $115.1 million of
unamortized owned original programming costs during the next twelve months. Program rights write-offs of $108.3 million, $40.9 million and $50.5
million were recorded for the years ended December 31, 2020, 2019 and 2018, respectively.
F-20
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Program Rights Obligations
Amounts payable subsequent to December 31, 2020 related to program rights obligations included in the consolidated balance sheet are as follows:
(In thousands)
Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Note 7. Investments
Equity Method Investments
$
$
259,449
103,986
49,529
26,233
1,931
832
441,960
Equity method investments were $69.5 million and $69.1 million at December 31, 2020 and 2019, respectively, and are included in Other assets in the
consolidated balance sheets.
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 miscellaneous, net in the consolidated statements of income. In April 2020, one of our investments with a cost
of $25.0 million, previously classified as a non-marketable equity security, became a publicly traded company. Accordingly, the investment then became
classified within marketable equity securities. 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 $62.4 million at December 31, 2020 and $4.4 million at December 31, 2019, and are
included in Other assets in the consolidated balance sheets. In December 2020, the Company sold a portion of one of its marketable securities, resulting in
a realized gain of $37.4 million, included in miscellaneous, net in the consolidated statement of income. For the year ended December 31, 2020, unrealized
gains on marketable equity securities were $45.4 million, included in miscellaneous, net in the consolidated statement of income.
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 miscellaneous, net in the consolidated statements of income.
Investments in non-marketable equity securities were $35.8 million at December 31, 2020 and $61.8 million at December 31, 2019 and are included
in Other assets in the consolidated balance sheets. The Company recognized impairment charges of $20.0 million and $20.2 million for the years ended
December 31, 2020 and 2019, respectively, related to the partial write-down of certain non-marketable equity securities, included in miscellaneous, net in
the consolidated statements of income. Additionally, in September 2020, an observable price change occurred with respect to one of the Company's non-
marketable equity securities, resulting in an unrealized gain of $14.9 million, included in miscellaneous, net in the condensed consolidated statement of
income.
F-21
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8. 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,
2020
2019
Estimated
Useful Lives
$
$
251,925 $
41,228
21,024
30,539
172,411
517,127
(261,082)
256,045 $
296,680
46,871
29,811
76,604
181,088
631,054
(347,302)
283,752
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 $62.4 million, $54.9 million and $48.3
million, for the years ended December 31, 2020, 2019 and 2018, respectively.
For the year ended December 31, 2020, impairment charges were recorded related to certain property and equipment at the AMCNI business. See
Note 9 for additional details regarding the impairment test of long-lived assets.
At December 31, 2020 and 2019, 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,
2020
2019
$
$
41,228 $
(28,049)
13,179 $
46,871
(31,158)
15,713
Note 9. Goodwill and Other Intangible Assets
The carrying amount of goodwill, by operating segment is as follows:
(In thousands)
December 31, 2018
Impairment charge
Purchase accounting adjustments
Amortization of "second component" goodwill
Foreign currency translation
December 31, 2019
Impairment charge
Amortization of "second component" goodwill
Foreign currency translation
December 31, 2020
National Networks
International
and Other
Total
$
$
238,431 $
—
—
(1,328)
—
237,103
—
(1,343)
—
235,760 $
559,606 $
(97,996)
(2,414)
—
5,681
464,877
(25,062)
—
10,832
450,647 $
798,037
(97,996)
(2,414)
(1,328)
5,681
701,980
(25,062)
(1,343)
10,832
686,407
As of December 31, 2020 and 2019, the accumulated impairment charges totaled $123.1 million and $98.0 million, respectively.
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
F-22
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Company's tax returns.
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.
In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require
an interim impairment test. As a result of the continuing impact of the COVID-19 pandemic, the Company qualitatively assessed whether it was more
likely than not that goodwill and long-lived assets were impaired as of June 30, 2020. The Company considered the current and expected future economic
and market conditions surrounding the COVID-19 pandemic and its impact on each of its reporting units. Further, the Company assessed the current
forecasts (including significant assumptions about revenue growth rates, long-term growth rates and enterprise specific discount rates) and the amount of
excess fair value over carrying value for each of its reporting units in the 2019 impairment test. In connection with the preparation of the second quarter
financial information, the Company determined that a triggering event had occurred with respect to its AMCNI reporting unit, which required an interim
impairment test to be performed as of June 30, 2020. As such, the Company performed a quantitative assessment for its AMCNI reporting unit. The fair
value was determined using a combination of an income approach, using a discounted cash flow (DCF) model, 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 below its carrying amount. As a result, in June 2020, the Company recognized an impairment charge of
$25.1 million related to the AMCNI reporting unit, included in impairment charges in the consolidated income statement.
As of December 1, 2020, the Company performed a quantitative assessment for all of its reporting units. The fair values were 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. No additional impairment charges were required for any of the Company's reporting units.
The determination of fair value of the Company's reporting units 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-23
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:
Affiliate and customer relationships
Advertiser relationships
Trade names and 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 and other amortizable intangible assets
Total amortizable intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
$
$
$
$
Gross
December 31, 2020
Accumulated
Amortization
Net
Estimated
Useful Lives
6 to 25 years
11 years
3 to 20 years
624,699 $
46,282
116,526
787,507
19,900
807,407 $
(330,350) $
(26,028)
(40,357)
(396,735)
—
(396,735) $
Gross
December 31, 2019
Accumulated
Amortization
Net
616,197 $
46,282
115,873
778,352
19,900
798,252 $
(232,193) $
(21,820)
(19,708)
(273,721)
—
(273,721) $
294,349
20,254
76,169
390,772
19,900
410,672
384,004
24,462
96,165
504,631
19,900
524,531
Aggregate amortization expense for amortizable intangible assets for the years ended December 31, 2020, 2019 and 2018 was $42.2 million, $46.2
million and $43.0 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,
2021
2022
2023
2024
2025
Impairment Test of Long-Lived Assets
$
38,074
38,027
37,951
37,882
36,039
In June 2020, given the continuing and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact, the
Company revised its outlook for the AMCNI business, resulting in lower expected future cash flows. As a result, the Company determined that sufficient
indicators of potential impairment of long-lived assets existed and the Company performed a recoverability test of the long-lived asset groups within the
AMCNI business. Based on the recoverability tests performed, the Company determined that certain long-lived assets were not recoverable and recognized
an impairment charge of $97.1 million related primarily to certain identifiable intangible assets, as well as property and equipment, and operating lease
right-of-use assets, which is included in impairment charges in the consolidated statement of income. Fair values used to determine the impairment charges
were determined using an income approach, using a discounted cash flow model (DCF). The DCF model includes significant assumptions about revenue
growth rates, long-term growth rates and
F-24
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
enterprise specific discount rates. Given the uncertainty in determining assumptions underlying the DCF approach, actual results may differ from those
used in the valuations.
Impairment Test of Identifiable Indefinite-Lived Intangible Assets
Based on the Company's 2020 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.
Note 10. Accrued Liabilities
Accrued liabilities consist of the following:
(In thousands)
Employee related costs
Participations and residuals
Interest
Other accrued expenses
Total accrued liabilities
Note 11. 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 December 2022
5.00% Notes due April 2024
4.75% Notes due August 2025
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
Subsequent Events
Amendment to Amended and Restated Credit Agreement
F-25
December 31, 2020
December 31, 2019
$
$
98,661 $
106,785
29,345
85,214
320,005 $
89,753
70,682
29,767
61,012
251,214
December 31, 2020
December 31, 2019
$
675,000 $
731,250
400,000
1,000,000
800,000
2,875,000
(18,337)
(7,356)
2,849,307
75,000
2,774,307 $
600,000
1,000,000
800,000
3,131,250
(24,351)
(10,670)
3,096,229
56,250
3,039,979
$
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On February 8, 2021, AMC Networks entered into Amendment No. 1 (“Amendment No. 1”) to the Second Amended and Restated Credit Agreement,
dated as of July 28, 2017 (as amended by Amendment No. 1, 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 L/C Issuer, Bank of America, as an L/C Issuer, and the lenders party thereto. Amendment No. 1 extends the
maturity dates of the $675 million Term Loan A Facility and $500 million Revolving Facility (each as defined below) under the Credit Agreement to
February 8, 2026, and makes certain other amendments to the covenants and other provisions of the Credit Agreement.
Senior Notes Issuance
On February 8, 2021, AMC Networks issued, and certain of AMC Networks’ subsidiaries (hereinafter, the “Guarantors”) guaranteed, $1.0 billion aggregate
principal amount of 4.25% senior notes due February 15, 2029 (the “4.25% Notes due 2029”) in a registered public offering and received net proceeds of
$982.3 million, after deducting underwriting discounts and commissions and expenses. The Company used such proceeds to redeem (i) the remaining
$400 million principal amount of the Company’s 4.75% senior notes due 2022 and (ii) $600 million principal amount of the Company’s 5.00% senior notes
due 2024 on February 26, 2021 (the "Redemption Date"). The 4.75% senior notes due 2022 were redeemed at a redemption price of 100.000% of the
principal amount of such notes and the 5.00% senior notes due 2024 were redeemed at a redemption price of 102.500% of the principal amount of such
notes, in each case, plus accrued and unpaid interest to, but excluding, the Redemption Date.
Senior Secured Credit Facility
As described above, the Credit Agreement provides the Initial Borrowers with senior secured credit facilities consisting of (a) a $675 million Term
Loan A (the "Term Loan A Facility") and (b) a $500 million revolving credit facility (the "Revolving Facility" and, together with the Term Loan A Facility,
the "Credit Facility"). Under Amendment No. 1, the maturity dates of the Term Loan A Facility and the Revolving Facility were extended to February 8,
2026.
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").
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.
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 5.25:1 from January 1, 2021 through December 31, 2021 and decreasing to 5.00:1 on and after January 1, 2022, subject
to increase (not to exceed 6.00:1) 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 Facility was not drawn upon at December 31, 2020. 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, 2020.
F-26
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Senior Notes
General terms
The senior notes are guaranteed on a senior unsecured basis by the guarantors, in accordance with the related indenture. The guarantees are full and
unconditional and joint and several. The indentures governing each of the senior notes contain 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% 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.
The 4.75% Notes due 2022 may be redeemed, in whole or in part, at a redemption price equal to 100.00% of the principal amount thereof (plus
accrued and unpaid interest thereon, if any, to the date of such redemption).
In March 2020 the Company redeemed $200 million principal amount of the outstanding $600 million principal amount of its 4.75% Notes due 2022.
In connection with the redemption, the Company incurred a loss on extinguishment of debt for the year ended December 31, 2020 of $2.9 million
representing the redemption premium and the write-off of a portion of the unamortized discount and deferred financing costs. As discussed above,
subsequent to December 31, 2020, on February 26, 2021, the Company redeemed the remaining $400 million principal amount of its 4.75% Notes due
2022.
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.
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. As discussed above,
subsequent to December 31, 2020, on February 26, 2021, the Company redeemed $600 million principal amount of its 5.00% Notes due 2024.
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 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.
F-27
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Other Debt
As a result of the acquisition of Levity, the Company has credit facilities totaling $3 million. The facilities bear interest at the greater of 3.5% or
the prime rate plus 1% and mature on March 23, 2021. There were no outstanding borrowings on either credit facility as of December 31, 2020.
Summary of Debt Maturities
Total amounts payable by the Company under its various debt obligations outstanding as of December 31, 2020 are as follows:
(In thousands)
Years Ending December 31,
2021
2022
2023
2024
2025
Note 12. Fair Value Measurement
$
75,000
475,000
525,000
1,000,000
800,000
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, 2020 and December 31, 2019:
F-28
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Assets:
At December 31, 2020:
Cash equivalents
Marketable securities
Foreign currency derivatives
Liabilities:
Interest rate swap contracts
Foreign currency derivatives
At December 31, 2019:
Assets:
Cash equivalents
Marketable securities
Foreign currency derivatives
Liabilities:
Interest rate swap contracts
Foreign currency derivatives
Level I
Level II
Level III
Total
$
$
107,494 $
62,442
—
—
—
191,214 $
4,448
—
—
—
— $
—
667
2,403
3,515
— $
—
1,884
1,966
1,888
— $
—
—
—
—
— $
—
—
—
—
107,494
62,442
667
2,403
3,515
191,214
4,448
1,884
1,966
1,888
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, 2020, 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 and impairment testing. These
nonrecurring valuations primarily include the valuation of 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 December 2022
5.00% Notes due April 2024
4.75% Notes due August 2025
December 31, 2020
Carrying
Amount
Estimated
Fair Value
$
$
669,878 $
398,230
991,074
790,125
2,849,307 $
665,719
400,500
1,015,000
826,160
2,907,379
F-29
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Debt instruments:
Term Loan A facility
4.75% Notes due December 2022
5.00% Notes due April 2024
4.75% Notes due August 2025
December 31, 2019
Carrying
Amount
Estimated
Fair Value
$
$
723,560 $
595,813
988,609
788,247
3,096,229 $
724,303
605,250
1,020,000
803,000
3,152,553
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 13. 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 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, 2020, 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-30
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Derivatives
During 2018, the Company exercised RLJE Warrants. 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 year ended December 31, 2018, the Company recorded a gain of $30.2 million 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:
Interest rate swap contracts
Derivatives not designated as hedging instruments:
Assets:
Foreign currency derivatives
Foreign currency derivatives
Liabilities:
Foreign currency derivatives
Foreign currency derivatives
Balance Sheet Location
2020
2019
December 31,
Accrued liabilities
Prepaid expenses and other current assets
Other assets
Accrued liabilities
Other liabilities
$
$
$
2,403 $
1,966
300 $
367
1,084 $
2,431
891
993
687
1,202
The amount of the gains and losses related to the Company's derivative financial instruments designated as hedging instruments are as follows:
(In thousands)
Derivatives in cash flow hedging
relationships:
Interest rate swap contracts
Gain or (Loss) on Derivatives
Recognized in OCI
Years Ended December 31,
2020
2019
Location of Gain or
(Loss) in Earnings
Gain or (Loss) Reclassified
from Accumulated OCI
into Earnings (a)
Years Ended December 31,
2020
2019
$
(2,411) $
(1,609)
Interest expense
$
1,974 $
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, 2020 and 2019.
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
Interest expense
Miscellaneous, net
Miscellaneous, net
Years Ended December 31,
2020
2019
2018
$
$
— $
(2,618)
—
(2,618) $
— $
301
—
301 $
(1,444)
1,279
42,092
41,927
F-31
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14. 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,
2020
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
$
$
$
$
146,522 $
13,179
159,701 $
28,813 $
3,622
32,435
166,452
27,872
194,324
170,056
15,713
185,769
30,171
3,788
33,959
193,570
17,477
211,047
226,759 $
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
2020
2019
December 31,
SG&A expenses
Depreciation and amortization
Net interest expense
SG&A expenses
SG&A expenses
$
$
31,785 $
2,299
2,617
240
1,487
38,428 $
33,184
2,472
2,513
3,309
1,068
42,546
For the year ended December 31, 2020, impairment charges were recorded related to certain operating lease right-of-use assets at the AMCNI
business. See Note 9 for additional details regarding the impairment test of long-lived assets.
F-32
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 as of December 31, 2020:
(In thousands)
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: Interest
Present value of lease liabilities
Operating Leases
Finance Leases
Total
$
$
37,253 $
35,218
34,621
32,745
28,622
61,745
230,204
34,939
195,265 $
5,974 $
6,002
6,031
6,061
6,091
10,667
40,826
9,332
31,494 $
43,227
41,220
40,652
38,806
34,713
72,412
271,030
44,271
226,759
The following table summarizes the weighted average remaining lease term and discount rate for operating and finance leases:
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
December 31, 2020
6.8
8.1
4.7 %
8.1 %
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
Note 15. Income Taxes
December 31, 2020
December 31, 2019
$
$
31,871 $
3,261 $
26,758
5,115
Income (loss) from continuing operations before income taxes consists of the following components:
(In thousands)
Domestic
Foreign
Total
Years Ended December 31,
2020
2019
2018
$
$
437,039 $
(34,660)
402,379 $
529,451 $
(43,265)
486,186 $
587,346
32,927
620,273
F-33
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
Income tax expense
Years Ended December 31,
2020
2019
2018
$
$
86,977 $
17,733
23,845
128,555
(2,979)
(405)
26,543
23,159
(6,323)
145,391 $
81,459 $
12,657
24,608
118,724
(2,216)
(98)
(36,602)
(38,916)
(1,338)
78,470 $
80,360
13,663
25,001
119,024
34,636
3,627
(4,896)
33,367
3,915
156,306
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)
Excess tax deficiencies related to share-based compensation
Nontaxable income attributable to noncontrolling interests
Changes in the valuation allowance (b)
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,
2020
2019
2018
21 %
4
2
—
2
(1)
10
(1)
(1)
—
36 %
21 %
2
2
—
—
(1)
(4)
—
(2)
(2)
16 %
21 %
2
—
(2)
—
(1)
3
—
—
2
25 %
(a) The benefits related to effects of rate changes in the year ended December 31, 2018, primarily relate to 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, 2020, the increase in valuation allowance relates primarily to a change in judgement and a change in local tax
law related to the utilization of foreign net operating loss carryforwards and other deferred tax assets. 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 years ended December 31, 2020 and 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-34
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, 2020 and 2019 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,
2020
2019
$
$
98,631 $
22,562
1,832
42,550
5,599
16,682
187,856
(96,199)
91,657
(538)
(84,005)
(77,619)
(36,458)
(198,620)
(106,963) $
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)
At December 31, 2020, the Company had investment tax credit carry forwards of approximately $38.8 million, expiring on various dates from 2031
through 2035 and foreign tax credit carry forwards of approximately $31.0 million, expiring on various dates from 2020 through 2030, which have been
reduced by a valuation allowance of $31.0 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 $411.3 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 $113.1 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 $23.4 million has expiration dates ranging from 2022 through 2038
and has been reduced by a valuation allowance of approximately $7.8 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 $43.0 million for these
carry forwards have been reduced by a valuation allowance of approximately $40.8 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, 2020 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, 2020, $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, 2020, the liability for uncertain tax positions was $9.7 million, excluding the related accrued interest liability of $2.7 million and
deferred tax assets of $2.1 million. All of such unrecognized tax benefits, if recognized, would reduce the Company's income tax expense and effective tax
rate.
F-35
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, 2019
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
Balance at December 31, 2020
$
$
18,588
173
1,999
(988)
(10,087)
9,685
Interest expense (net of the related deferred tax benefit) of $0.6 million was recognized during the year ended December 31, 2020 and is included in
income tax expense in the consolidated statement of income. At December 31, 2020 and 2019, 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 16. Commitments and Contingencies
Commitments
(In thousands)
Purchase obligations
(1)
Payments due by period
Total
1,011,886 $
$
Year 1
290,915 $
Years
2 - 3
222,694 $
Years
4 - 5
More than
5 years
118,277 $
380,000
(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 judgment seeking the dismissal of the second action, which was
denied on April 13, 2020. On August 24, 2020, the Company filed a motion for leave to re-argue the previously denied motion for summary judgment. On
December 31, 2020, Justice
F-36
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cohen granted the Company’s motion for reargument and issued a revised summary judgment decision that granted in part and denied in part the
Company’s motion for summary judgment. Additionally, on July 8, 2020, the Company filed an appeal of the New York Supreme Court’s denial of its
summary judgment motion to the New York Appellate Division, First Department. Oral argument on the appeal is scheduled for March 23, 2021. On
February 16, 2021, Plaintiffs filed a motion for leave to reargue one aspect of the revised summary judgment decision that was issued on December 31,
2020.
Due to the continued impact of the COVID-19 pandemic on the New York State courts, the joint trial, originally scheduled to begin on June 1, 2020,
has been further delayed and is currently scheduled to begin on April 26, 2021. 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. The trial commenced on February 10, 2020 and concluded on March 10, 2020
after eight days of trial. On July 22, 2020, the judge in the California Action issued a Statement of Decision finding in the Company's favor on all seven
matters of contract interpretation before the court in this first phase trial. On October 30, 2020, the judge in the California Action set a tentative trial date of
September 8, 2021 with regard to claims not addressed in the first phase trial. On January 20, 2021, the California Plaintiffs filed a second amended
complaint, eliminating eight named defendants and the California Plaintiffs’ claims under Cal. Bus. & Prof. Code § 17200. On February 9, 2021, the
Company filed a demurrer and motion to strike seeking to dismiss claims in the second amended complaint that are barred by the Statement of Decision of
July 22, 2020 in the first phase trial. The court has scheduled a hearing regarding the Company’s demurrer and motion to strike for April 1, 2021. The
parties have resumed discovery in preparation for the September 2021 trial. 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 17. 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
F-37
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2020 and 2019 is presented below.
(In thousands)
December 31, 2018
Net earnings
Distributions
Other
December 31, 2019
Net earnings
Distributions
Other
December 31, 2020
Redeemable Noncontrolling
Interest
$
$
299,558
22,320
(12,120)
(307)
309,451
15,878
(14,782)
5,102
315,649
Note 18. 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
On June 11, 2020, the Company adopted the Amended and Restated 2016 Employee Stock Plan (the "2016 Employee Stock Plan"). 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
12,000,000 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, 2020, there are 8,190,943 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.
On June 11, 2020, the Company adopted the Amended and Restated 2011 Stock Plan for Non-Employee Directors (the "2011 Non-Employee
Director Stock Plan"). 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 665,000 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
F-38
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
director's death. As of December 31, 2020, there are 266,810 shares available for future grant under the 2011 Non-Employee Director Plan.
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, 2020:
Unvested award balance, December 31, 2018
Granted
Released/Vested
Canceled/Forfeited
Unvested award balance, December 31, 2019
Granted
Released/Vested
Canceled/Forfeited
Unvested award balance, December 31, 2020
Number of
Restricted
Stock Units
Number of
Performance
Restricted
Stock Units
Weighted Average
Fair Value Per
Stock Unit at Date of
Grant
881,477
371,673
(410,865)
(81,854)
760,431
824,946
(322,458)
(260,382)
1,002,537
2,384,767 $
582,282 $
(519,531) $
(77,617) $
2,369,901 $
335,472 $
(858,101) $
(369,650) $
1,477,622 $
57.49
61.69
60.74
55.85
57.89
25.78
61.18
48.57
43.79
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, 2020:
Vested award balance, December 31, 2018
Granted
Released/Vested
Vested award balance, December 31, 2019
Granted
Released/Vested
Vested award balance, December 31, 2020
F-39
Number of
Restricted
Stock Units
Weighted Average
Fair Value Per
Stock Unit at Date of
Grant
219,656 $
34,678 $
(4,566) $
249,768 $
54,535 $
(43,938) $
260,365 $
54.40
54.42
55.90
54.38
28.33
51.24
49.45
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Option Award Activity
The following table summarizes activity relating to employees of the Company who held unvested AMC Networks stock options for the year ended
December 31, 2020:
Balance, December 31, 2018
Exercised
Balance, December 31, 2019
Exercised
Balance, December 31, 2020
Options exercisable at December 31, 2020
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)
298,923 $
(95,962)
202,961 $
—
202,961 $
202,961 $
— $
48.26
—
48.26
—
48.26
48.26
—
7.79 $
1,979
6.79 $
5.79 $
5.79 $
— $
—
—
—
—
(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 $52.9 million, $64.1 million and $61.0 million, reduced for forfeitures, for the years
ended December 31, 2020, 2019 and 2018, 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, 2020, there was $28.9 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 1.70 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 deficiencies of $8.4 million were recorded for the year ended December 31, 2020. Excess tax benefits of $0.1 million were recorded for the year
ended December 31, 2019 and excess tax deficiencies of $2.0 million were recorded for the year ended December 31, 2018.
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. During 2020, the Company granted long-term incentive cash awards.
During 2016 through 2019, the Company granted long-term incentive awards in the form of PRSUs.
In connection with the long-term incentive awards outstanding, the Company recorded expense of $13.9 million, $0.0 million, and $1.3 million for
the years ended December 31, 2020, 2019 and 2018 respectively.
Note 19. 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
F-40
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 $9.3 million, $8.3 million and $5.9 million for the years ended December 31, 2020, 2019 and 2018,
respectively. The Company does not provide postretirement benefits for any of its employees.
Note 20. 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").
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 4% 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 80% of the aggregate voting power of the Company's outstanding common stock. Members of the Dolan Family are also the controlling
stockholders of Madison Square Garden Sports Corp. ("MSGS"), Madison Square Garden Entertainment Corp. ("MSGE"), and MSG Networks Inc.
("MSG Networks").
From time to time the Company enters into arrangements with 605, LLC. James L. Dolan, the Chairman and a director of the Company, and his
spouse, Kristin A. Dolan, a director of the Company, own 50% of 605, LLC. Kristin A. Dolan is also the founder and Chief Executive Officer of 605, LLC.
605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business.
The Company provides services to and receives services from MSGS, MSGE, and MSG Networks.
Revenues, net
The Company and its related parties routinely enter into transactions with each other in the ordinary course of business. Revenues, net from related
parties amounted to $4.8 million, $4.8 million and $5.6 million for the years ended December 31, 2020, 2019 and 2018, 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 $0.5 million, $1.0 million and $1.6 million for the years ended December 31, 2020, 2019 and 2018,
respectively.
AMC Networks has an arrangement with the Dolan Family Office, LLC ("DFO"), MSGS, MSGE and MSG Networks providing for the sharing of
certain expenses associated with executive office space which are available to Charles F. Dolan (the Chairman Emeritus and a director of the Company and
a director of MSGS, MSGE and MSG Networks), James L. Dolan (the Non-Executive Chairman and a director of the Company and a director of MSGS,
MSGE and MSG Networks), and the DFO which is controlled by Charles F. Dolan. The Company's share of initial set-up costs and office expenses was not
material.
F-41
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 21. Cash Flows
During 2020, 2019 and 2018, the Company's non-cash investing and financing activities and other supplemental data were as follows:
(In thousands)
Non-Cash Investing and Financing Activities:
Continuing Operations:
Finance lease additions
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
Note 22. Accumulated Other Comprehensive Loss
The following table details the components of accumulated other comprehensive loss:
(In thousands)
Beginning Balance
Net current-period other comprehensive income (loss), before income taxes
Income tax expense
Net current-period other comprehensive income (loss), net of income taxes
Ending Balance
(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
$
$
$
$
$
2020
Years Ended December 31,
2019
2018
14,255 $
—
—
5,689
— $
—
—
6,270
131,167
99,852
151,501
139,994
—
985
20,086
5,081
147,710
138,433
Year Ended December 31, 2020
Currency
Translation
Adjustment
Gains (Losses) on
Cash Flow Hedges
Accumulated Other
Comprehensive
Loss
(166,203) $
33,084
11
33,095
(133,108) $
(1,508) $
(437)
103
(334)
(1,842) $
(167,711)
32,647
114
32,761
(134,950)
Year Ended December 31, 2019
Currency
Translation
Adjustment
Gains (Losses) on
Cash Flow Hedges
(274)
(1,609)
375
(1,234)
(1,508) $
(159,920) $
(6,272)
(11)
(6,283)
(166,203) $
Accumulated Other
Comprehensive
Loss
(160,194)
(7,881)
364
(7,517)
(167,711)
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 23. 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 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.
F-42
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, cloud
computing amortization, share-based compensation expense or benefit, impairment 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 a reconciliation of adjusted operating income to operating income, (the closest GAAP
measure), below.
(In thousands)
Revenues, net
Advertising
Distribution and other
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment charges
Restructuring and other related charges
Cloud computing amortization
Majority-owned equity investees AOI
Adjusted operating income
Capital expenditures
(In thousands)
Revenues, net
Advertising
Distribution and other
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment charges
Restructuring and other related charges
Majority-owned equity investees AOI
Adjusted operating income
Capital expenditures
$
$
$
$
$
$
$
$
$
$
Year Ended December 31, 2020
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
802,332 $
1,293,837
2,096,169 $
656,425 $
42,536
40,539
—
20,553
—
—
760,053 $
11,007 $
74,338 $
672,189
746,527 $
(224,228) $
10,372
64,067
122,227
14,515
200
8,958
(3,889) $
35,588 $
(854) $
(26,886)
(27,740) $
10,447 $
—
—
—
—
—
—
10,447 $
— $
875,816
1,939,140
2,814,956
442,644
52,908
104,606
122,227
35,068
200
8,958
766,611
46,595
Year Ended December 31, 2019
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
89,659 $
644,484
734,143 $
(170,039) $
11,156
68,424
106,603
28,084
5,965
50,193 $
55,405 $
(79) $
(42,787)
(42,866) $
(9,106) $
—
—
—
(623)
—
(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
904,253 $
1,464,791
2,369,044 $
804,422 $
52,977
32,674
—
13,453
—
903,526 $
36,199 $
F-43
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands)
Revenues, net
Advertising
Distribution and other
Consolidated revenues, net
Operating income (loss)
Share-based compensation expense
Depreciation and amortization
Impairment charges
Restructuring and other related charges
Majority-owned equity investees AOI
Adjusted operating income
Capital expenditures
Year Ended December 31, 2018
National
Networks
International
and Other
Inter-segment
eliminations
Consolidated
$
$
$
$
$
944,675 $
1,468,650
2,413,325 $
825,770 $
48,621
33,728
—
17,160
—
925,279 $
16,316 $
91,404 $
506,902
598,306 $
(93,326) $
12,358
57,553
4,486
35,189
3,043
19,303 $
73,486 $
— $
(39,702)
(39,702) $
(5,535) $
—
—
—
(6,502)
—
(12,037) $
— $
1,036,079
1,935,850
2,971,929
726,909
60,979
91,281
4,486
45,847
3,043
932,545
89,802
Distribution revenues, included in the International and Other segment, include revenues related to AMC Networks Streaming Services of
approximately $176.7 million, $95.3 million and $20.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.
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,
2020
2019
2018
$
$
(22,617) $
(5,123)
(27,740) $
(32,762) $
(10,104)
(42,866) $
(33,600)
(6,102)
(39,702)
For the year ended December 31, 2020, no one customer accounted for 10% of consolidated revenues, net. One customer within the National
Networks segment accounted for approximately 10% and 11% of consolidated revenues, net for the years ended December 31, 2019 and 2018, respectively.
The table below summarizes revenue based on customer location:
(In thousands)
Revenue
United States
Europe
Other
Years Ended December 31,
2020
2019
2018
2,267,754 $
385,787
161,415
2,814,956 $
2,511,686
382,888
165,747
3,060,321
$
$
2,389,624
394,235
188,070
2,971,929
$
$
F-44
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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,
2020
2019
$
$
239,387 $
15,938
720
256,045 $
244,175
25,925
13,652
283,752
Note 24. Interim Financial Information (Unaudited)
The following is a summary of the Company's selected quarterly financial data for the years ended December 31, 2020 and 2019:
(In thousands)
2020:
Revenues, net
Operating expenses
Operating income
$
$
Net income including noncontrolling interests
Net income attributable to AMC Networks' stockholders $
March 31, 2020
$
734,375 $
(561,405)
172,970 $
73,526 $
68,667 $
For the three months ended,
June 30, 2020
September 30, 2020
646,291 $
(597,489)
48,802 $
17,234 $
14,961 $
654,015 $
(514,538)
139,477 $
67,996 $
61,640 $
December 31,
2020
780,275 $
(698,880)
81,395 $
98,232 $
94,711 $
2020
2,814,956
(2,372,312)
442,644
256,988
239,979
Net income per share attributable to AMC Networks' stockholders:
Basic
Diluted
$
$
1.24 $
1.22 $
0.29 $
0.28 $
1.18 $
1.17 $
2.15 $
2.09 $
4.70
4.64
(In thousands)
2019:
Revenues, net
Operating expenses
Operating income
Net income including noncontrolling interests
Net income (loss) attributable to AMC Networks'
stockholders
$
$
$
$
March 31, 2019
June 30, 2019
December 31, 2019
For the three months ended,
772,299 $
(602,042)
170,257 $
133,985 $
September 30, 2019
718,597
(550,159)
168,438 $
123,226 $
784,221 $
(539,358)
244,863 $
150,157 $
785,204 $
(743,485)
41,719 $
348 $
2019
3,060,321
(2,435,044)
625,277
407,716
143,397 $
128,743 $
116,923 $
(8,577) $
380,486
Net income (loss) per share attributable to AMC Networks' stockholders:
Basic
Diluted
2.53 $
2.48 $
$
$
2.28 $
2.25 $
2.09 $
2.07 $
(0.15) $
(0.15) $
6.77
6.67
F-45
AMC NETWORKS INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
(In thousands)
Year Ended December 31, 2020
Allowance for doubtful accounts
Year Ended December 31, 2019
Allowance for doubtful accounts
Year Ended December 31, 2018
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
$
$
$
5,733 $
(2,843) $
8,344 $
10,788 $
12,641 $
(17,696) $
9,691 $
7,399 $
(6,302) $
11,234
5,733
10,788
S-1
DESCRIPTION OF CAPITAL STOCK
Exhibit 4.10
The following description of the capital stock of AMC Networks Inc. (the “Company,” “we,” “us,” and “our”) is not complete and may not
contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by
reference to, our amended and restated certificate of incorporation and amended by-laws, which have been publicly filed with the Securities and Exchange
Commission (“SEC”). The terms of these securities may also be affected by the General Corporation Law of the State of Delaware.
We are authorized to issue 495,000,000 shares of capital stock, of which 360,000,000 shares are Class A Common Stock, par value $.01 per share
(the “Class A Common Stock”), 90,000,000 shares are Class B Common Stock, par value $.01 per share (the “Class B Common Stock” and, together with
the Class A Common Stock, the “Common Stock”), and 45,000,000 shares are preferred stock, par value $.01 per share.
Class A Common Stock and Class B Common Stock
All shares of our Common Stock currently outstanding are fully paid and non-assessable, not subject to redemption and without preemptive or
other rights to subscribe for or purchase any proportionate part of any new or additional issues of stock of any class or of securities convertible into stock of
any class.
Voting
Holders of Class A Common Stock are entitled to one vote per share. Holders of Class B Common Stock are entitled to ten votes per share. All
actions submitted to a vote of stockholders are voted on by holders of Class A Common Stock and Class B Common Stock voting together as a single
class, except for the election of directors and as otherwise set forth below. With respect to the election of directors, holders of Class A Common Stock vote
together as a separate class and are entitled to elect 25% of the total number of directors constituting the whole Board of Directors and, if such 25% is not a
whole number, then the holders of Class A Common Stock, voting together as a separate class, are entitled to elect the nearest higher whole number of
directors that is at least 25% of the total number of directors. Holders of Class B Common Stock, voting together as a separate class, are entitled to elect the
remaining directors.
If, however, on the record date for any stockholders meeting at which directors are to be elected, the number of outstanding shares of Class A
Common Stock is less than 10% of the total number of outstanding shares of both classes of Common Stock, the holders of Class A Common Stock and
Class B Common Stock vote together as a single class with respect to the election of directors and the holders of Class A Common Stock do not have the
right to elect 25% of the total number of directors but have one vote per share for all directors and the holders of Class B Common Stock have ten votes per
share for all directors.
If, on the record date for notice of any stockholders meeting at which directors are to be elected, the number of outstanding shares of Class B
1
Common Stock is less than 12 / % of the total number of outstanding shares of both classes of Common Stock, then the holders of Class A Common Stock,
voting as a separate class, continue to elect a number of directors equal to 25% of the total number of directors constituting the whole Board of Directors
and, in addition, vote together with the holders of Class B Common Stock, as a single class, to elect the remaining directors to be elected at such meeting,
with the holders of Class A Common Stock entitled to one vote per share and the holders of Class B Common Stock entitled to ten votes per share.
2
In addition, under our amended and restated certificate of incorporation, the affirmative vote or consent of the holders of at least 66 / % of the
2
3
outstanding shares of Class B Common Stock, voting separately as a class, is required for the authorization or issuance of any additional shares of Class B
Common Stock and for any amendment, alteration or repeal of any provisions of our amended and restated certificate of incorporation which
would affect adversely the powers, preferences or rights of the Class B Common Stock. The number of authorized shares of Class A Common Stock may
be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of the majority of the
Common Stock. Our amended and restated certificate of incorporation does not provide for cumulative voting.
The Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”), by virtue of their
ownership of Class B Common Stock, are able collectively to control decisions on matters in which holders of our Class A Common Stock and Class B
Common Stock vote together as a single class (including, but not limited to, a change in control), and to elect up to 75% of the Company’s Board. Members
of the Dolan Family Group are parties to a Stockholders Agreement, which has the effect of causing the voting power of the Class B stockholders to be cast
as a block on all matters to be voted on by holders of our 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 shares owned by certain Dolan family trusts that
collectively own approximately 48% of the outstanding Class B Common Stock.
Advance Notification of Stockholder Nominations and Proposals
Our amended and restated by-laws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for
election as directors other than nominations made by or at the direction of our Board of Directors. In particular, stockholders must notify our corporate
secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information
specified in our amended and restated by-laws. To be timely, the notice must be received by our corporate secretary not less than 60 or more than 90 days
prior to the date of the stockholders’ meeting, provided that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date
of the meeting, the notice must be given not more than 10 days after such date is first announced or disclosed.
No Stockholder Action by Written Consent
Our amended and restated certificate of incorporation provides that, except as otherwise provided as to any series of preferred stock in the terms of
that series, no action of stockholders required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting of
stockholders, without prior notice and without a vote, and the power of the stockholders to consent in writing to the taking of any action without a meeting
is specifically denied.
Conversions
The Class A Common Stock has no conversion rights. The Class B Common Stock is convertible into Class A Common Stock in whole or in part
at any time and from time to time on the basis of one share of Class A Common Stock for each share of Class B Common Stock. In certain circumstances
certain holders of our Class B Common Stock are required to convert their Class B Common Stock to Class A Common Stock prior to transferring such
stock.
Dividends
Holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends equally on a per share basis if and when such
dividends are declared by the Board of Directors from funds legally available therefor. No dividend may be declared or paid in cash or property or shares of
either Class A Common Stock or Class B Common Stock unless the same dividend is paid simultaneously on each share of the other class of Common
Stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same dividend on a percentage basis (payable in
shares of or securities convertible to shares of Class A Common Stock and other securities of us or any other person) as holders of Class B Common Stock
receive (payable in shares of or securities convertible into shares of Class A Common Stock, shares of or securities convertible into shares of Class B
Common Stock and other securities of us or any other person). The distribution of shares or other securities
of the Company or any other person to common stockholders is permitted to differ to the extent that the Common Stock differs as to voting rights and rights
in connection with certain dividends.
Liquidation
Holders of Class A Common Stock and Class B Common Stock share with each other on a ratable basis as a single class in the net assets available
for distribution in respect of Class A Common Stock and Class B Common Stock in the event of a liquidation.
Other Terms
Neither the Class A Common Stock nor the Class B Common Stock may be subdivided, consolidated, reclassified or otherwise changed, except as
expressly provided in our amended and restated certificate of incorporation, unless the other class of Common Stock is subdivided, consolidated,
reclassified or otherwise changed at the same time, in the same proportion and in the same manner.
In any merger, consolidation or business combination the consideration to be received per share by holders of either Class A Common Stock or
Class B Common Stock must be identical to that received by holders of the other class of Common Stock, except that in any such transaction in which
shares of capital stock are distributed, such shares may differ as to voting rights only to the extent that voting rights differ in our amended and restated
certificate of incorporation between Class A Common Stock and Class B Common Stock.
Transfer Agent
The transfer agent and registrar for the Class A Common Stock is EQ Shareowner Services (f/k/a Wells Fargo Shareowner Services).
Preferred Stock
Under our amended and restated certificate of incorporation, our Board of Directors is authorized, without further stockholder action, to provide
for the issuance of up to 45,000,000 shares of preferred stock in one or more series. The powers, designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or restrictions, including dividend rights, voting rights, conversion rights, terms of
redemption and liquidation preferences, of the preferred stock of each series will be fixed or designated by the Board of Directors pursuant to a certificate
of designations. There are no shares of our preferred stock currently outstanding. Any issuance of preferred stock may adversely affect the rights of holders
of our Common Stock and may render more difficult certain unsolicited or hostile attempts to take over the Company.
Section 203 of the Delaware General Corporation Law
Section 203 of the General Corporation Law of the State of Delaware prohibits certain transactions between a Delaware corporation and an
“interested stockholder.” An “interested stockholder” for this purpose is a stockholder who is directly or indirectly a beneficial owner of 15% or more of
the aggregate voting power of a Delaware corporation. This provision prohibits certain business combinations between an interested stockholder and a
corporation for a period of three years after the date on which the stockholder became an interested stockholder, unless: (1) prior to the time that a
stockholder became an interested stockholder, either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder is approved by the Company’s Board of Directors, (2) the interested stockholder acquired at least 85% of the aggregate voting power of the
Company in the transaction in which the stockholder became an interested stockholder, or (3) the business combination is approved by a majority of the
Board of Directors and the affirmative vote of the holders of two-thirds of the aggregate voting power not owned by the interested stockholder at or
subsequent to the time that the stockholder became an interested stockholder. These restrictions do not apply if, among other things, the Company’s
certificate of incorporation contains a provision expressly electing not to be governed by Section 203. Our amended and restated certificate of incorporation
does not contain such an election. However, our Board of Directors
exercised its right under Section 203 to approve the acquisition of our Common Stock in connection with our spin off from Cablevision Systems
Corporation in 2011 by Dolan family members and entities. This has the effect of making Section 203 inapplicable to transactions between the Company,
on the one hand, and Dolan family members and entities, on the other hand.
EXECUTION VERSION
December 11, 2020
Mr. Joshua W. Sapan
AMC Networks Inc.
Eleven Pennsylvania Plaza
New York, NY 10001
Dear Josh:
Re: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This letter, effective upon the date hereof, will confirm the terms of your employment by AMC Networks Inc. (the “Company”)
and hereby amends and restates your amended and restated employment agreement dated April 24, 2014.
1.
2.
3.
Your title shall remain President and Chief Executive Officer and you will continue to have the powers, responsibilities,
duties and authority customary for the chief executive officer of corporations of the size, type and nature of the Company,
including, without limitation, those powers, responsibilities, duties and authority you had immediately prior to the date
hereof. You will report solely and directly to the Chairman of the Board of Directors of the Company. During your
employment as President and Chief Executive Officer, you shall be the highest ranking executive officer of the Company
other than the Chairman of the Board. You agree to devote substantially all of your business time and attention to the
business and affairs of the Company. Either you or the Company may, upon written notice to the other at least ninety (90)
days prior to December 31, 2021, change your title to Vice Chairman for the 2022 calendar year. If your title is so
changed to Vice Chairman, your responsibilities will include (i) being available to management and the Board of
Directors of the Company on distribution and other related matters and (ii) such other responsibilities as may be assigned
to you by or at the direction of the Chairman of the Board commensurate with your experience and reasonably consistent
with such responsibilities for a similarly situated executive. You will report solely and directly to the Chairman of the
Board. If neither party provides notice to change your title as provided for above, then you shall remain President and
Chief Executive Officer for 2022. For avoidance of doubt, in event either party provides notice and you thereby transition
to Vice Chairman for the calendar year 2022, your transition, and any change to your powers, responsibilities, duties and
authority as well as compensation as provided hereunder, shall not constitute “Good Reason” (as defined in Annex A)
under this Agreement or any other arrangement between you and the Company.
Your annual base salary will be a minimum of $2,000,000, subject to annual review and potential increase by the
Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion.
Your annual base salary shall not be reduced during the term of this Agreement.
Your annual target bonus amount will be 200% of your annual base salary, and may range from 0% to 400% of your
annual base salary, based on the achievement of certain
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December 11, 2020
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4.
5.
performance criteria established by the Compensation Committee in its discretion (the “Bonus”). Such performance
criteria will be set with the same level of difficulty as applied to other senior executives of the Company generally and it
is anticipated that such performance criteria will be set with a level of difficulty reasonably consistent with past practice.
Your Bonus for any calendar year shall be payable at the same time that annual bonuses are paid to similarly situated
executives of the Company, which the Company anticipates will occur no later than March 15th of the following calendar
year. For the avoidance of doubt, if you remain employed through the Scheduled Expiration Date, even if you are not
employed on the date bonuses are paid for such year (but provided that you have complied with the requirements of
Paragraph 10 or 11, as applicable), it is understood that you will be entitled to receive the Bonus for the 2022 calendar
year if, when and to the same extent that other similarly situated executives receive payment of bonuses for such year as
determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable
performance objectives).
You will be eligible to participate in all employee benefit and retirement plans of the Company at the level available to
other members of senior management subject to meeting the relevant eligibility requirements and terms of the plans. You
will be entitled to four (4) weeks of vacation per year, to be accrued and used in accordance with Company policy. The
Compensation Committee will in good faith review your compensation package (including your salary and target bonus)
annually, taking into account the financial and stock performance of the Company relative to other diversified media and
entertainment peer companies, and, as a result of such review, may increase your compensation in its sole discretion.
For as long as you remain President and Chief Executive Officer, you will be eligible to participate in the long-term cash
or equity programs and arrangements of the Company consistent with your role and responsibilities as President and
Chief Executive Officer of the Company, and you will receive long-term cash and equity awards with an annual aggregate
target value of $14,000,000. If you transition to Vice Chairman in 2022 in accordance with Paragraph 1, you will not be
eligible to participate in the long-term cash or equity programs and arrangements of the Company for the 2022 calendar
year. The Company agrees that neither the expiration of this Agreement on the Scheduled Expiration Date nor your rights
in connection therewith will have any effect on any determination by the Compensation Committee with respect to the
amount, terms or form of any long-term incentive awards granted to you in the future. Unless otherwise consented to by
you in writing, the ratio of long-term cash and equity awards in any applicable period will be reasonably consistent with
past practice and will be the same ratio of long-term cash and equity awards as generally provided to you currently or as
provided to other senior executives of the Company generally. If any of your long-term cash and equity awards are subject
to performance criteria, the performance criteria will be set with the same level of difficulty as applied to other senior
executives of the Company generally and it is anticipated that the performance criteria will be set with a level of difficulty
reasonably consistent with past practice.
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December 11, 2020
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6.
7.
You received concurrently with the execution and delivery of your employment agreement dated April 24, 2014 a one-
time special award of restricted stock units with a target value of $25,000,000 (the “Special Equity Award”). The Special
Equity Award will vest on December 31, 2020 (except as otherwise provided in Paragraphs 7(d), 8, 9 and 10 hereof) and
is subject to the terms and conditions set forth in the applicable award agreement. The performance objectives applicable
to the Special Equity Award are also set forth in the applicable award agreement.
Subject to continuing rights each party may have hereunder, either you or the Company may terminate your employment
at any time. If, on or prior to December 31, 2022 (the “Scheduled Expiration Date”), your employment with the Company
is terminated (i) by the Company, or (ii) by you for “Good Reason” (as defined in Annex A), and at the time of any such
termination described above, “Cause” (as defined in Annex A) does not exist, then, subject to your execution and delivery
(without revocation within any applicable revocation period) to the Company of the Company’s standard separation
agreement (modified to reflect the terms of this Agreement) which agreement will include, without limitation, general
releases by you as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions
substantially similar to (and not more restrictive than) those set forth in Annex B (a “Separation Agreement”), the
Company will provide you with the following benefits and rights:
(a)
(b)
(c)
A cash severance payment in an amount equal to two times the sum of your annual base salary and your annual
target bonus in effect at the time your employment terminates (which, for example, based on your annual salary
and annual target bonus on the date hereof, would result in a payment of $12,000,000) and such payment shall be
payable to you in a lump sum on the 90th day after the termination of your employment;
Each of your outstanding long-term cash performance awards that are subject to performance criteria granted
under the plans of the Company shall immediately vest in full and shall be paid only if, when and to the same
extent that other similarly situated executives receive payment for such awards as determined by the
Compensation Committee (subject to the satisfaction of any applicable performance objectives) provided that, for
awards for which the performance periods had not been completed on the date of your termination, the Company
will comply with the Rabbi Trust obligations set forth in the last paragraph of this Paragraph 7;
Each of your outstanding long-term cash awards (including any deferred compensation awards under the long-
term cash award program) that are not subject to performance criteria granted under the plans of the Company, if
any, shall immediately vest in full and shall be payable to you on the 90th day after the termination of your
employment;
(d)
(i) All of the time based restrictions on each of your outstanding restricted stock and restricted stock units granted
to you under the plans of the Company, as
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Mr. Joshua W. Sapan
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applicable, including, without limitation, the Special Equity Award, shall immediately be eliminated, (ii) deliveries
with respect to any such restricted stock that are not subject to performance criteria shall be made immediately
after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to any such
restricted stock units that are not subject to performance criteria shall be made on the 90th day after the
termination of your employment, and (iv) payments or deliveries with respect to any restricted stock and restricted
stock units that are subject to performance criteria shall be made: (A) with respect to the Special Equity Award and
any other award granted after the date hereof, to the extent that the Compensation Committee determines that such
performance criteria have been satisfied (which determination will be made by the Compensation Committee (1)
with respect to performance periods that ended on or prior to your date of termination, within a reasonable period
of time following your termination and (2) with respect to performance periods ending after your date of
termination, within a reasonable period of time following the end of such performance periods, in each case
subject to the Company finalizing any financial information necessary to make the determination), as soon as
practicable after such determination; and (B) with respect to any other such restricted stock and restricted stock
units granted prior to the date hereof, only if, when and to the same extent that other similarly situated executives
receive payment or deliveries for such awards as determined by the Compensation Committee subject to
satisfaction of any applicable performance objectives, in each case, provided that, for awards for which the
performance periods had not been completed on the date of your termination, the Company will comply with the
Rabbi Trust obligations set forth in the last paragraph of this Paragraph 7;
(e)
(f)
Each of your outstanding stock options and stock appreciation awards under the plans of the Company, if any,
shall immediately vest and become exercisable and you shall have the right to exercise each of those options and
stock appreciation awards for the remainder of the term of such option or award; and
A pro rated annual bonus for the year in which such termination occurred (based on the number of full calendar
months during which you were employed by the Company during the year) only if, when and to the same extent
that other similarly situated executives receive payment of bonuses for such year (without adjustment for your
individual performance) as determined by the Compensation Committee in its sole discretion (and subject to the
satisfaction of any applicable performance objectives) and, if not previously paid, your annual bonus for the
preceding year, if, when and to the same extent that other similarly situated executives receive payment of bonuses
for such year (without adjustment for your individual performance) as determined by the Compensation
Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives).
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December 11, 2020
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(g)
The above provisions of this Paragraph 7 to the contrary notwithstanding, to the extent that (i) any awards payable
under this Paragraph 7 constitute “non-qualified deferred compensation” subject to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder
(collectively, “Section 409A”); and (ii) accelerated payout is not permitted by Section 409A, such awards shall be
payable to you at such time as is provided under the terms of such awards or otherwise in compliance with Section
409A.
Notwithstanding the foregoing, in the event of a “Going Private Transaction” or a “Change of Control”, as such terms are defined
in your respective long-term cash incentive, restricted stock, restricted stock unit, stock option or stock appreciation right award
agreements, or in the event of your death, you will be entitled to receive the more favorable provisions (if any) provided in such
award agreements (including with respect to vesting and payment); provided, however, that to the extent any previously granted
award agreement provides for “deferred compensation” subject to Section 409A, then payment will not be made prior to the
earliest date permitted under Section 409A.
With respect to any of your long-term cash performance, restricted stock and restricted stock unit awards for which the
performance periods had not been completed on the date of your termination, (1) the Company will (a) pay a cash amount equal
to the target amount of those long-term cash performance awards and (b) deliver a number of shares equal to the number of such
restricted stock and restricted stock unit awards, in each case to a trust in compliance with Rev. Proc. 92-64 (the “Rabbi Trust”),
and (2) subject to Paragraph 15, the cash and shares in the Rabbi Trust will be paid and delivered to you in accordance with
Paragraphs 7(b) and 7(d) (and to the extent performance is not achieved, the cash and shares in the Rabbi Trust will revert to the
Company).
8.
9.
10.
If you die after a termination of your employment that is subject to Paragraph 7 or 11, your estate or beneficiaries will be
provided with any remaining benefits and rights under Paragraph 7 or Paragraph 11, as applicable.
If you cease to be an employee of the Company or any of its affiliates prior to the Scheduled Expiration Date as a result of
your death or physical or mental disability, you (or your estate or beneficiary) will be provided with the benefits and
rights set forth immediately above in Paragraphs 7(b) through (g), and, in the event of your death, such longer period to
exercise your then outstanding stock options and stock appreciation awards of the Company as may otherwise be
permitted under the applicable stock plan and award letter.
If, after the Scheduled Expiration Date, your employment with the Company is terminated by you without Good Reason
but only if you had provided the Company with at least six months advance written notice of your intent to so terminate
your employment under this provision, and such written notice specifies an effective date of termination no sooner than
the first day after the Scheduled Expiration Date, and at the time of such termination, Cause does not exist, then, subject
to your execution and delivery (without
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revocation) to the Company of a Separation Agreement, you will be provided with the benefits and rights set forth above
in Paragraphs 7(b) through (g). Notwithstanding the foregoing sentence, in the event that you transition to the Vice
Chairman role for the 2022 calendar year in accordance with Paragraph 1, and if, after December 31, 2021, your
employment with the Company is terminated by you without Good Reason but only if you had provided the Company
with at least three months advance written notice of your intent to so terminate your employment under this provision, and
such written notice specifies an effective date of termination no sooner than January 1, 2022, and at the time of such
termination, Cause does not exist, then, subject to your execution and delivery (without revocation) to the Company of a
Separation Agreement, you will be provided with the benefits and rights set forth above in Paragraphs 7(b) through (g).
If, after the Scheduled Expiration Date, your employment with the Company is terminated (i) by the Company, (ii) by you
for Good Reason, or (iii) as a result of your death or disability, and at the time of any such termination described above,
Cause does not exist, then, subject to (except in the case of your death) your execution and delivery (without revocation)
to the Company of a Separation Agreement, you or your estate or beneficiary, as the case may be, will be provided with
the benefits and rights set forth above in Paragraphs 7(b) through (g).
If, prior to, on or after the Scheduled Expiration Date, you cease to be employed by the Company for any reason other
than your being terminated by the Company for Cause, you shall have three years to exercise outstanding stock options
and stock appreciation awards of the Company unless you are afforded a longer period for exercise pursuant to another
provision of this Agreement or any applicable award letter, but in no event shall such stock options or stock appreciation
awards be exercisable after the end of the applicable regularly scheduled term (except in the case of death, as may
otherwise be permitted under the applicable stock plan and award letter).
Upon the termination of your employment with the Company, except as otherwise specifically provided in this
Agreement, your rights to benefits and payments under the Company’s pension and welfare plans (other than severance
benefits) and any outstanding long-term cash or equity awards shall be determined in accordance with the then current
terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-
term cash or equity awards) were granted.
You and the Company agree to be bound by the additional covenants, acknowledgements and other provisions applicable
to each that are set forth in Annex B, which shall be deemed to be part of this Agreement.
The Company may withhold from any payment due hereunder any taxes that are required to be withheld under any law,
rule or regulation.
If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999
of the Internal Revenue Code, the Company will
11.
12.
13.
14.
15.
16.
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Mr. Joshua W. Sapan
December 11, 2020
Page 7 of 14
instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the
excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event
that the payments and benefits payable to you would be reduced as provided in clause (ii) of the previous sentence, then
such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic
cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would
have been made to you (i.e., later payments will be reduced first) until the reduction specified is achieved.
If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company
or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A of the Code and is payable to
you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only
upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are
a “specified employee” (within the meaning of Section 409A as determined by the Company), such payment or benefit
shall not be made or provided before the date that is six months after the date of your separation from service (or your
earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding
sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year
LIBOR fixed rate equivalent for the ten business days prior to the date of your separation from service, in a lump sum or,
as applicable, will be provided to you as soon as practicable after the expiration of such six month period. Any such
payments or benefit subject to Section 409A shall be treated as separate payments for purposes of Section 409A.
Furthermore, to the extent any other payments of money or other benefits due to you could cause the application of an
additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment
or other benefits compliant under Section 409A.
To the extent any expense reimbursement is determined to be subject to Section 409A, the amount of any such expenses
eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other
taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be
reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in
no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
The Company will not take any action that would expose any payment or benefit to you to an acceleration of income,
interest or the additional tax of Section 409A(1) , unless (i) the Company is obligated to take the action under agreement,
plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the
action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that
acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you
harmless for
17.
18.
19.
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20.
21.
22.
23.
24.
25.
any action it may take in violation of this Paragraph 19, including any attorney’s fees you may incur in enforcing your
rights.
It is our intention that the benefits and rights to which you could become entitled in connection with termination of
employment comply with Section 409A. If you or the Company believes, at any time, that any of such benefit or right
does not comply, it will promptly advise the other and will negotiate reasonably and in good faith to amend the terms of
such arrangement such that it complies (with the most limited possible economic effect on you and on the Company).
This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you
otherwise than by will or the laws of descent and distribution and any assignment in violation of this Paragraph 21 shall
be void. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement
shall inure to the benefit of and be binding upon the Company and its successors and assigns.
To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any
controversy or claim between you and the Company arising out of or relating to or concerning this Agreement (including
the covenants contained in Annex B) or any aspect of your employment with the Company or the termination of that
employment.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
THAT STATE.
Both the Company and you hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York
and the federal courts of the United States of America located in the State of New York solely in respect of the
interpretation and enforcement of the provisions of this Agreement, and each of us hereby waives, and agrees not to
assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate.
We each hereby agree that mailing of process or other papers in connection with any such action or proceeding in any
manner as may be permitted by law shall be valid and sufficient service thereof.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement. It is the parties’
intention that this Agreement not be construed more strictly with regard to you or the Company. From and after the date
hereof, this Agreement shall supersede any prior agreements, arrangements, understandings and communications between
the parties dealing with such subject matter hereof, whether oral or written.
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Mr. Joshua W. Sapan
December 11, 2020
Page 9 of 14
26.
27.
28.
Certain capitalized terms used herein have the meanings set forth in Annex A hereto.
This Agreement shall automatically expire and be of no further effect as of immediately following the Scheduled
Expiration Date; provided, however, Paragraphs 2, 8 (in respect of Paragraph 11) and 10 through, and including, 27 shall
survive the termination or expiration of this Agreement and shall be binding on you and the Company.
The Company hereby agrees that it shall indemnify and hold you harmless to the fullest extent provided in Article VIII of
the Company’s By-Laws and on terms no less favorable as those applicable to other similarly situated executives of the
Company. To the extent that Company maintains officers’ and directors’ liability insurance, you will be covered under
such policy subject to the exclusions and limitations set forth therein. The provisions of this Paragraph 28 shall survive
the expiration or termination of your employment and/or this Agreement.
AMC NETWORKS INC.
/s/ James G. Gallagher
By: James G. Gallagher
Title: Executive Vice President
and General Counsel
Accepted and Agreed:
/s/ Joshua W. Sapan
Joshua W. Sapan
4815-4011-1315 v.5
Mr. Joshua W. Sapan
December 11, 2020
Page 10 of 14
ANNEX A
DEFINITIONS ANNEX
(This Annex constitutes part of the Agreement)
“Cause” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or
breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in, or
may reasonably be expected to result in, a conviction, plea of no contest, plea of Nolo Contendere, or imposition of unadjudicated
probation for any crime involving moral turpitude or felony.
Termination for “Good Reason” means that, except as otherwise provided and agreed in this Agreement, (1) without your
consent, (A) your base salary or bonus target as an employee is reduced, (B) the Company requires that your principal office be
located more than fifty miles from Manhattan, (C) the Company materially breaches its obligations to you under this Agreement,
(D) prior to January 1, 2023, you are no longer the President and Chief Executive Officer of the Company, or if you or the
Company elects to change your title to Vice Chairman in accordance with Paragraph 1, during calendar year 2022, your title is no
longer Vice Chairman, (E) you report directly to someone other than the Chairman of the Board of Directors of the Company, or
(F) your responsibilities are materially diminished, (2) you have given the Company written notice, referring specifically to this
definition, that you do not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such
notice, and (4) you voluntarily terminate your employment within 90 days following the happening of the action described in
subsection (1) above.
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Mr. Joshua W. Sapan
December 11, 2020
Page 11 of 14
ANNEX B
ADDITIONAL COVENANTS
(This Annex constitutes part of the Agreement)
You agree to comply with the following covenants in addition to those set forth in the Agreement.
1. CONFIDENTIALITY
You agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any third party any Confidential
Information, other than for legitimate business purposes of the Company and its subsidiaries. As used herein, “Confidential
Information” means any non-public information that is material or of a confidential, proprietary, commercially sensitive or
personal nature of, or regarding, the Company or any of its subsidiaries or any current or former director, officer or member of
senior management of any of the foregoing (collectively “Covered Parties”). The term Confidential Information includes
information in written, digital, oral or any other format and includes, but is not limited to (i) information designated or treated as
confidential; (ii) budgets, plans, forecasts or other financial or accounting data; (iii) subscriber, customer, advertiser, sponsor,
talent, guest, fan, vendor or shareholder lists or data; (iv) technical, creative or strategic information regarding the Covered
Parties’ programming, advertising, entertainment, theatrical or other businesses; (v) advertising, business, sales or marketing
tactics and strategies; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property; (vii)
information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating to governmental
authorities; (vii) terms of agreements with third parties and third party trade secrets; (viii) information regarding employees,
actors, producers, directors, writers or other creative personnel, agents, consultants, advisors or representatives, including their
compensation or other human resources policies and procedures; and (ix) any other information the disclosure of which may have
an adverse effect on the Covered Parties’ business reputation, operations or competitive position, reputation or standing in the
community.
If disclosed, Confidential Information or Other Information could have an adverse effect on the Company’s standing in the
community, its business reputation, operations or competitive position or the standing, reputation, operations or competitive
position of any of its affiliates subsidiaries, officers, directors, employees, actors, producers, directors, writers or other creative
personnel, consultants or agents or any of the Covered Parties.
Notwithstanding the foregoing, the obligations of this paragraph, other than with respect to subscriber information, shall not
apply to Confidential Information which is:
a) already in the public domain;
b) disclosed to you by a third party with the right to disclose it in good faith and not intended to be maintained in confidence; or
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Mr. Joshua W. Sapan
December 11, 2020
Page 12 of 14
c) specifically exempted in writing by the Company from the applicability of this Agreement.
Notwithstanding anything elsewhere in this Agreement, you are authorized to make any disclosure required of you by any
federal, state and local laws or judicial, arbitral or governmental agency proceedings, after providing the Company with prior
written notice and an opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or prevents
you from providing truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental
authorities.
2. Non-Compete
You acknowledge that due to your executive position in the Company and your knowledge of the Company’s confidential and
proprietary information, your employment or affiliation with certain entities would be detrimental to the Company. You agree
that, without the prior written consent of the Company, you will not represent, become employed by, consult to, advise in any
manner or have, directly or indirectly, any material interest in any Competitive Entity (as defined below). A “Competitive Entity”
shall mean (1) any person or entity that (i) competes with any of the Company’s or its affiliates’ programming, advertising,
entertainment, film production, theatrical, motion picture exhibition or other existing business, nationally or regionally, or (ii)
directly competes with any other business of the Company or one of its subsidiaries that produced greater than 10% of the
Company’s revenues in the calendar year immediately preceding the year in which the determination is made, or (2) any trade or
professional association representing any of the companies covered by this paragraph. Ownership of not more than 1% of the
outstanding stock of any publicly traded company shall not be a violation of this paragraph. This agreement not to compete will
expire upon the first anniversary of the date of your termination of employment with the Company.
3. Additional Understandings
You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make
negative statements about or act in any manner which is intended to or does damage to the good will of, or the business or
personal reputations of the Company or any of its incumbent or former officers, directors, agents, consultants, employees,
successors and assigns or any of the Covered Parties.
Unless the Company determines in good faith that you have committed any malfeasance during your employment by the
Company, the Company agrees that its corporate officers and directors, employees in its public relations department or third party
public relations representatives retained by the Company will not disparage you or make negative statements in the press or other
media which are damaging to your business or personal reputation.
In the event that you so disparage the Company or make such negative statements, then notwithstanding the above provision to
the contrary, the Company may make a proportional response thereto. In the event that the Company so disparages you or makes
such negative
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Mr. Joshua W. Sapan
December 11, 2020
Page 13 of 14
statements, then notwithstanding the above provision to the contrary, you may make a proportional response thereto.
In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos,
designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, scripts, story
outlines, music, lyrics and other technical, business, creative, financial, advertising, sales, marketing, customer or product
development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or
with your cooperation during the course of your employment by the Company (the “Materials”). The Company will have the sole
and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to
you.
4. Further Cooperation
Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any
regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to
cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in
any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that
your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without
limitation, participation on behalf of the Company in any litigation or administrative proceeding brought by any former or
existing Company employees, actors, producers, directors, writers or other creative personnel, representatives, agents or vendors.
The Company will pay you for your services rendered under this provision at the rate of $6,800 per day for each day or part
thereof, within 30 days of approved invoice therefore.
The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this
paragraph and will take reasonable steps to schedule your cooperation in any such matters so as not to materially interfere with
your other professional and personal commitments. The Company will reimburse you for any reasonable out-of-pocket expenses
you reasonably incur in connection with the cooperation you provide hereunder as soon as practicable after you present
appropriate documentation evidencing such expenses. You agree to provide the Company with an estimate of such expense
before you incur the same.
5. Non-Hire or Solicit
You agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the
Company), directly or indirectly (whether for your own interest or any other person or entity’s interest) any then current
employee of the Company, or any of its subsidiaries or affiliates, until the first anniversary of the date of your termination of
employment with the Company. This restriction does not apply to any employee who was discharged by the Company. In
addition, this restriction will not prevent you from providing references.
6. Acknowledgements.
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Mr. Joshua W. Sapan
December 11, 2020
Page 14 of 14
You acknowledge that the restrictions contained in this Annex B, in light of the nature of the Company’s business and your
position and responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge
that the Company has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach the
provisions of this Annex B, and therefore agree that the Company shall be entitled to injunctive relief, to prevent any breach or
threatened breach of any of those provisions and to specific performance of the terms of each of such provisions in addition to
any other legal or equitable remedy it may have. You further agree that you will not, in any equity proceeding relating to the
enforcement of the provisions of this Annex B, raise the defense that the Company has an adequate remedy at law. Nothing in
this Annex B shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may
have or any other rights that it may have under any other agreement. If it is determined that any of the provisions of this Annex B
or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision, it is the
intention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provision
becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.
7. Surviving.
The provisions of this Annex B shall survive any termination of your employment by the Company or the expiration of the
Agreement.
4815-4011-1315 v.5
Execution Copy
Ms. Christina Spade
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
January 12, 2021
Re:
Employment Agreement
Dear Christina:
This letter (the “Agreement”) will confirm the terms of your employment by AMC Networks Inc. (the
“Company”) as an at will employee with the title of Executive Vice President - Chief Financial Officer. This Agreement will
supersede and replace any and all other discussions, understandings or arrangements regarding the subject matter herein,
including the Confidentiality Agreement dated December 23, 2020 between you and the Company. This Agreement will be
effective as of January 15, 2021 (the “Effective Date”).
The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall automatically expire
on March 31, 2024 (the “Expiration Date”).
You agree to devote substantially all of your business time and attention to the business and affairs of the
Company and to perform your duties in a diligent, competent and skillful manner and in accordance with applicable law.
Notwithstanding the foregoing, nothing herein shall preclude you from (i) serving as a member of the board of directors or
advisory board (or their equivalents in the case of a non-corporate entity) of up to two non-competing businesses upon consent of
the CEO (not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing your
personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you
so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities
hereunder, including compliance with the covenants set forth in Annex I.
Beginning on the Effective Date, your annual base salary will be a minimum of $1,150,000, subject to annual
review and potential increase by the Compensation Committee of
4845-6741-4996 v.10
the Board of Directors of the Company (the “Compensation Committee”), in its discretion. The Compensation Committee will
review your compensation package on an annual basis. You will also participate in our discretionary annual bonus program with
an annual target bonus opportunity equal to one hundred and fifty percent (150%) of salary. Bonus payments are based on actual
salary dollars earned during the year and depend on a number of factors including Company, unit and individual performance.
However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, will be made by the Compensation
Committee in its discretion. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the
Company at the time bonuses are being paid. Your annual base salary and annual bonus target (as each may be increased from
time to time in the Compensation Committee’s discretion) will not be reduced during the term of this Agreement.
Notwithstanding the foregoing, if your employment with the Company ends on the Expiration Date, you shall be paid your bonus
for the fiscal year ending December 31, 2023, if any, even if such payment is not made to you prior to the Expiration Date, which
bonus shall be subject to Company and unit performance for that fiscal year as determined by the Company in its sole discretion,
but without adjustment for your individual performance.
You will also participate, subject to your continued employment by the Company and actual grant by the
Compensation Committee in its discretion, in such long-term equity and other incentive programs as are made available in the
future to similarly situated executives at the Company. Beginning with the 2021 award cycle (anticipated to commence in March
2021), it is expected that such awards will consist of annual grants of cash and/or equity awards with an annual aggregate target
value of not less than $3,000,000, as determined by the Compensation Committee. Any such awards would be subject to actual
grant to you by the Compensation Committee in its discretion pursuant to the applicable plan documents and would be subject to
terms and conditions established by the Compensation Committee in its discretion that would be detailed in separate agreements
you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with
the terms and conditions of the grant agreements received by similarly situated executives (subject to any more favorable terms
set forth in this agreement including those set forth in Annex l attached hereto); provided, further, that for the purposes of this
provision, the Company’s Chief Executive Officer shall not be deemed a “similarly situated executive.”
In addition, following the Effective Date you will be entitled to a one-time signing bonus in the amount of
$50,000, less lawful withholdings (the “Sign-On Bonus”). Subject to your continued employment through the relevant payment
date, the Sign-On Bonus will be payable to you in cash as soon as practicable, but in no event later than 60 days following the
Effective Date.
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You will be eligible to participate in our standard benefits program at the levels that are made available to
similarly situated executives at the Company. Participation in our benefits program is subject to meeting the relevant eligibility
requirements, payment of the required premiums, and the terms of the plans themselves. You will be entitled to four (4) weeks’
vacation per year, to be accrued and used in accordance with Company policy. You will also be entitled to reimbursement of
business expenses upon submission of appropriate documentation in accordance with Company policy.
Effective as of the Effective Date, you and the Company agree to be bound by the additional covenants and
provisions applicable to each that are set forth in Annex I attached hereto, which Annex shall be deemed to be a part of this
Agreement.
If your employment with the Company is terminated after the Effective Date but prior to the Expiration Date (1)
by the Company or (2) by you for “Good Reason,” and at the time of such termination under clauses (1) or (2) “Cause” does not
exist, then, subject to your execution and the effectiveness of a severance agreement satisfactory to the Company, which
severance agreement shall include, without limitation, a full and complete general release in favor of the Company and its
affiliates (subject to customary carve outs), and their respective directors and officers, as well as your agreement to non-
competition (limited to one year), non-solicitation, non-disparagement, confidentiality and further cooperation obligations and
restrictions substantially in the form set forth in Annex I attached hereto (the “Severance Agreement”), the Company will provide
you with the following:
(1) Severance in an amount to be determined by the Compensation Committee (the “Severance Amount”), but in no event less
than two (2) times the sum of your annual base salary plus your target annual bonus, each as in effect at the time your
employment terminates. Sixty percent (60%) of the Severance Amount (the “First Payment”) will be payable to you on
the six-month anniversary of the date your employment so terminates (the “Termination Date”) and the remaining forty
percent (40%) of the Severance Amount will be payable to you on the twelve-month anniversary of the Termination Date;
provided that the maximum portion of the First Payment that is exempt from Section 409A (as defined below) will be
payable to you on or before the seventy-fifth (75) day following the date your employment so terminates;
(2) A prorated bonus based on the amount of your base salary earned by you during the fiscal year through the Termination
Date, provided, that such bonus, if any, will be payable to you if and when such bonuses are generally paid to similarly
situated employees and will be based on your then current annual target bonus as well as Company and your business unit
performance as determined by the Compensation Committee in its discretion, but without adjustment for your individual
performance;
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(3) If, as of the Termination Date, annual bonuses had not yet generally been paid to similarly situated employees with respect
to the prior fiscal year, a bonus based on the amount of your base salary actually paid to you during such prior fiscal year,
provided, that such bonus, if any, will be payable to you if and when such bonuses are generally paid to similarly situated
employees and will be based on your annual target bonus that was in effect with respect to such prior fiscal year as well as
Company and your business unit performance as determined by the Compensation Committee in its discretion, but
without adjustment for your individual performance; and
(4) (i) Time-Vested Restricted Stock and Restricted Stock Unit Awards (including restricted stock unit awards that are subject to
achievement of a performance condition and restricted stock unit awards that have no performance conditions). Each of
your outstanding restricted stock or restricted stock units awards granted to you under the plans of the Company shall
continue to vest in accordance with their original vesting schedule irrespective of the termination of the term hereof and
payments or deliveries with respect to your restricted stock and restricted stock units shall be made on the original vesting
date(s) (or, in the case of restricted stock units, on the original distribution date(s)); provided, however, that at the time of
your termination from employment, the Company shall withhold and settle a portion of each of your outstanding
restricted stock and restricted stock unit awards in an amount sufficient to fund the minimum amount of statutory tax
withholding requirements (including federal, state and local income and employment tax withholding required due to such
awards being “vested” for tax purposes) resulting from the recognition of income in respect of each such outstanding
restricted stock or restricted stock unit award, and make a payroll tax contribution in such amount on your behalf;
(ii) Performance-Based Restricted Stock Unit Awards. Each of your outstanding performance-based restricted stock unit
(“PRSUs”) awards granted under the plans of the Company shall immediately vest in full and shall be payable to you at
the same time as such awards are paid to active employees of the Company and the payment amount of such award shall
be to the same extent that other similarly situated executives receive payment for such awards as determined by the
Compensation Committee (subject to the satisfaction of any applicable performance objectives); provided that, if the
applicable performance objectives are not satisfied then any such PRSUs will be forfeited;
(iii) Each of your outstanding long-term cash performance awards (“CPAs”) granted under the plans of the Company, if any,
shall immediately vest in full and shall be payable to you at the same time as such awards are paid to active employees of
the Company and the payment amount of such award shall be to the same extent that other similarly situated executives
receive payment for such awards as determined by the Compensation Committee (subject to the satisfaction of any
applicable performance
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objectives); provided that, if the applicable performance objectives are not satisfied then any such CPAs will be forfeited;
and
(iv) Each of your outstanding stock options and stock appreciation awards under the plans of the Company, if any, shall
continue to vest in accordance with their original vesting schedule irrespective of the termination of the term hereof and
you shall have the right to exercise each of those options and stock appreciation awards for the remainder of the term of
such option or award.
If you die after a termination of your employment that is subject to the above, your estate or beneficiaries will be
provided any remaining benefits and rights under the above sections (1) through (4).
Except as otherwise set forth herein, in connection with any termination of your employment, your then
outstanding equity and cash incentive awards shall be treated in accordance with their terms and, other than as provided in this
Agreement, you shall not be eligible for severance benefits under any other plan, program or policy of the Company. Nothing in
this Agreement is intended to limit any more favorable rights that you may be entitled to under your equity and cash incentive
award agreements, including, without limitation, your rights in the event of a termination of your employment, a “Going Private
Transaction” or a “Change of Control” (as those terms are defined in the applicable award agreement).
If you cease to be an employee of the Company prior to the Expiration Date as a result of your death or your
physical or mental disability, and at such time Cause does not exist then, subject (other than in the case of death) to your
execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any
applicable revocation period) of the Severance Agreement, you or your estate or beneficiary shall be provided with the benefits
and rights set forth in Sections (2) and (3) above, and each of your outstanding equity, cash incentive, stock option, and stock
appreciation awards granted under the plans of the Company shall immediately vest in full, whether or not subject to performance
criteria and shall be payable on the 90th day after the termination of your employment; provided, that if any such award is subject
to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed,
then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance
criteria has already been fully completed, then the payment of such award shall be at the same time and to the extent that other
similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the
applicable performance criteria).
This Agreement does not constitute a guarantee of employment or benefits for any definite period. Your
employment may be terminated by you or the Company at any time, with
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or without notice, liability (subject to the terms of this Agreement) or cause. With the exception of the provisions that, by their
term, survive your death, this Agreement shall automatically terminate upon your death.
If and to the extent that any payment or benefit hereunder, or any plan, award or arrangement of the Company or
its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is
payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you
only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a
“specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall
not be made or provided before the date that is six months after the date of your separation from service (or your earlier death).
Any amount not paid or benefit not provided in respect of the six-month period specified in the preceding sentence will be paid to
you in a lump sum or provided to you as soon as practicable after the expiration of such six-month period. Each payment or
benefit hereunder shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such
payments or benefits.
To the extent you are entitled to any expense reimbursement from the Company that is subject to Section 409A, (i)
the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for
reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event
shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which you incurred
such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
The Company may withhold from any payment due to you hereunder any taxes that are required to be withheld
under any law, rule or regulation. If any payment otherwise due to you hereunder would result in the imposition of the excise tax
imposed by Section 4999 of the Internal Revenue Code, the Company will instead pay you either (i) such amount or (ii) the
maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in
your receiving the greater amount of after-tax proceeds (as reasonably determined by the Company). In the event that any such
payment or benefits payable to you hereunder would be reduced because of the imposition of such excise tax, then such reduction
will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such
payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you (i.e.,
later payments will be reduced first) until the reduction specified is achieved.
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The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and
applicable guidance issued thereunder or comply with an exemption from the application of Section 409A and, accordingly, all
provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties
under Section 409A. Neither party shall take any action to accelerate or delay the payment of any monies and/or provision of any
benefits that are subject to Section 409A in any manner that would not be in compliance with Section 409A.
The Company hereby agrees that it shall indemnify and hold you harmless to the fullest extent provided in Article
VIII of the Company’s By-Laws and on terms no less favorable as those applicable to other similarly situated executives of the
Company. To the extent that the Company maintains officers’ and directors’ liability insurance, you will be covered under such
policy subject to the exclusions and limitations set forth therein. The provisions of this Paragraph shall survive the expiration or
termination of your employment and/or this Agreement as well as your execution of the Severance Agreement as provided for
herein.
You hereby represent to the Company that you are not subject to any contract, arrangement, agreement, policy or
understanding, including any restrictive covenants obligations owed to any third-party (other than customary confidentiality
restrictions imposed by your prior employer), that would in any way prevent, restrict or limit your ability to enter into and
perform your obligations under this Agreement.
This Agreement is personal to you and without the prior written consent of the Company shall not be assignable
by you otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of, and be
enforceable by, your legal representatives. This Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns.
To the extent permitted by law, you hereby waive any and all rights to a jury trial with respect to any claim
arising out of or in any way connected with or related to this Agreement, your employment by the Company or the
termination of your employment with the Company.
This Agreement will be governed by and construed in accordance with the law of the State of New York
applicable to contracts made and to be performed entirely within that State.
You and the Company hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the
federal courts of the United States of America located in the State of New York solely in respect of the interpretation and
enforcement of the provisions of
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this Agreement, and you and the Company hereby waive, and agree not to assert, as a defense that you are not subject thereto or
that the venue thereof may not be appropriate.
You and the Company hereby agree that mailing of notice, process or other papers in connection with any such
action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof if delivered to you at
your address set forth above or to the Company at 11 Penn Plaza, New York, NY 10001, respectively, or to such other address as
you or the Company may later designate in writing for the receipt of such notices.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. If any provision of this Agreement is held by any court of competent jurisdiction to be
illegal, invalid, void or unenforceable, such provision shall be deemed modified, amended and narrowed to the extent necessary
to render the same legal, valid and enforceable, and the other remaining provisions of this Agreement shall not be affected but
shall remain in full force and effect.
Capitalized terms used in this Agreement, including in Annex I attached hereto, shall have the meanings set forth
below:
“Cause” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross
negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that
results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for, in each case, any
crime involving moral turpitude or any felony.
“Good Reason” means that (1) without your consent, (A) your base salary or annual bonus target (as each may be
increased from time to time in the Compensation Committee’s discretion) is reduced, (B) your title is diminished, (C) you report
to someone other than the Company’s President & Chief Executive Officer or the Chairman of the Company’s Board of
Directors, (D) your responsibilities as in effect immediately after the date hereof are thereafter materially diminished, (E) the
Company materially breaches its obligations to you under this Agreement or, (F) the Company requires that your principal office
be located more than fifty (50) miles from Manhattan, (2) you have given the Company written notice, referring
-8-
specifically to this letter and definition, that you do not consent to such action, (3) the Company has not corrected such action
within 30 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days
following the happening of the action described in subsection (1) above.
It is the parties’ intention that this Agreement not be construed more strictly with regard to you or the Company.
This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter
hereof and supersedes all prior understandings and agreements.
AMC NETWORKS INC.
By:
/s/ Joshua W. Sapan
Name:
Title:
Joshua W. Sapan
President and Chief Executive Officer
ACCEPTED AND AGREED:
By:
/s/ Christina Spade
Name:
Christina Spade
Date: January 12, 2021
-9-
ANNEX I
This Annex constitutes part of the Agreement dated January 12, 2021, by and between Christina Spade (“You”)
and AMC Networks Inc. (the “Company”). Terms defined in the Agreement shall have the same meanings in this Annex.
You agree to comply with the following covenants in addition to those set forth in the Agreement.
1.
Confidentiality
(a) Agreement. You agree to keep the existence and terms of this Agreement confidential (unless it is made public
by the Company) provided that (1) you are authorized to make any disclosure required of you by any federal, state or local laws
or judicial proceedings, after providing the Company with prior written notice and an opportunity to respond to such disclosure
(unless such notice is prohibited by law), (2) you may disclose this Agreement to your attorneys and advisers, (3) you and your
representatives and agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure
of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such
tax treatment or structure, and (4) you may disclose this Agreement in connection with any action by you to enforce or defend
your rights under this Agreement.
(b) Confidential and Proprietary Information. You agree to retain in strict confidence and not use for any purpose
whatsoever or divulge, disseminate, copy, disclose to any third party, or otherwise use any Confidential Information, other than
for legitimate business purposes of the Company and its affiliates. As used herein, “Confidential Information” means any non-
public information of a confidential, proprietary, commercially sensitive or personal nature of, or regarding, the Company or any
of its affiliates or any director, officer or member of senior management of any of the foregoing (collectively “Covered Parties”).
The term Confidential Information includes information in written, digital, oral or any other format and includes, but is not
limited to (i) information designated or treated as confidential, (ii) budgets, plans, forecasts or other financial or accounting data;
(iii) subscriber, customer, guest, fan vendor or shareholder lists or data; (iv) technical or strategic information regarding the
Covered Parties’ cable, data, telephone, programming, advertising, sports, entertainment, film production, theatrical, motion
picture exhibition or other businesses, (v) advertising, business, programming, sales or marketing tactics and strategies; (vi)
policies, practices, procedures or techniques, (vii) trade secrets or other intellectual property; (viii) information, theories or
strategies relating to litigation, arbitration, mediation, investigations or matters relating to governmental authorities; (ix) terms of
agreements with third parties and third party trade secrets, (x) information regarding
-10-
employees, players, coaches, agents, talent, consultants, advisors or representatives, including their compensation or other human
resources policies and procedures and (xi) any other information the disclosure of which may have an adverse effect on the
Covered Parties’ business reputation, operations or competitive position, reputation or standing in the community.
(c) Exception for Disclosure Pursuant to Law. Notwithstanding the foregoing, the obligations set forth in
subsection (b) above, other than with respect to subscriber or customer information, shall not apply to Confidential Information
that is:
1)
already in the public domain;
2)
disclosed to you by a third party with the right to disclose it in good faith; or
3)
specifically exempted in writing by the applicable Covered Party from the applicability of this Agreement.
Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit your rights under
applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation
conducted by any governmental entity.
You are hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide
that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a
trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an
attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint
or other document filed in a lawsuit or other proceeding, or (3) to your attorney in connection with a lawsuit for retaliation for
reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any
document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.
-11-
2.
Non-Compete
You acknowledge that due to your executive position in the Company and your knowledge of Confidential
Information, your employment by or affiliation with certain businesses would be detrimental to the Company or any of its direct
or indirect subsidiaries. You agree that, without the prior written consent of the Company, you will not represent, become
employed by, consult to, advise in any manner or have any material interest, directly or indirectly, in any Competitive Entity (as
defined below). A “Competitive Entity” shall mean any person, entity or business that (i) competes with any of the Company’s or
any of its affiliate’s programming or other existing businesses, nationally or regionally; or (ii) directly competes with any other
business of the Company or one of its subsidiaries that produced greater than 10% of the Company’s revenues in the calendar
year immediately preceding the year in which the determination is made. Ownership of not more than 1% of the outstanding
stock of any publicly traded company shall not, by itself, be a violation of this paragraph. This agreement not to compete will
expire on the first anniversary of the date on which your employment with the Company has terminated if such termination
occurs prior to the Expiration Date. For the avoidance of doubt, this agreement not to compete will expire on the Expiration Date
if the termination of your employment with the Company occurs on the Expiration Date.
3.
Additional Understandings
You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not
disparage, make negative statements about or act in any manner which is intended to or does damage to the good will of, or the
business or personal reputations of the Company, any of its affiliates or any of their respective incumbent or former officers,
directors, agents, consultants, employees, successors and assigns.
This agreement in no way restricts or prevents you from providing truthful testimony concerning the Company or
its affiliates (i) as required by court order or other legal process, provided that you afford the Company written notice and an
opportunity to respond prior to such disclosure; or (ii) in proceedings to enforce or defend your rights under this agreement or
any other written agreement between you and the Company or its affiliates.
In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes,
videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics,
music, lyrics, programming ideas and other technical, business, financial, advertising, sales, marketing, customer, programming
or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared
by you or with your cooperation during the course of your employment by the Company (the “Materials”). The Company will
-12-
have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without
additional payment to you.
4.
Further Cooperation
Following the date of termination of your employment with the Company, you will no longer provide any regular
services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to cooperate
fully with the Company in connection with any matter with which you were involved prior to such employment termination, or in
any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that
your personal knowledge, attendance or participation could be beneficial to the Company or its affiliates. This cooperation
includes, without limitation, participation on behalf of the Company and/or its affiliates in any litigation, administrative or similar
proceeding, including providing truthful testimony. The Company will pay you for your services rendered under this provision at
a rate of $6,800.00 per day for each day or part thereof, within 30 days of the approval of the invoice thereof.
The Company will provide you with reasonable notice in connection with any cooperation it requires in
accordance with this section and will take reasonable steps to schedule your cooperation in any such matters so as not to
materially interfere with your other professional and personal commitments. The Company will reimburse you for any reasonable
out-of-pocket expenses you reasonably incur in connection with the cooperation you provide hereunder as soon as practicable
after you present appropriate documentation evidencing such expenses. You agree to provide the Company with an estimate of
any such expense before it is incurred.
5.
No Hire or Solicit
For the term of the Agreement and until one year after the termination of your employment, you agree not to hire,
seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the Company), directly or
indirectly (whether for your own interest or any other person or entity’s interest) any employee of the Company or any of its
affiliates.
This restriction does not apply to any employee who was discharged by the Company or any of its affiliates. In addition, this
restriction will not prevent you from providing references.
6.
Acknowledgments
You acknowledge that the restrictions contained in this Annex, in light of the nature of the Company’s business
and your position and responsibilities, are reasonable and
-13-
necessary to protect the legitimate interests of the Company. You acknowledge that the Company has no adequate remedy at law
and would be irreparably harmed if you breach or threaten to breach any of the provisions of this Annex, and therefore agree that
the Company shall be entitled to injunctive relief to prevent any breach or threatened breach of any of the provisions and to
specific performance of the terms of each of such provisions in addition to any other legal or equitable remedy it may have. You
further agree that you will not, in any equity proceeding relating to the enforcement of the provisions of this Annex, raise the
defense that the Company has an adequate remedy at law. Nothing in this Annex shall be construed as prohibiting the Company
from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other
agreement. If it is determined that any of the provisions of this Annex, or any part thereof, is unenforceable because of the
duration or scope (geographic or otherwise) of such provision, it is the intention of the parties that the duration or scope of such
provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such
provision shall then be enforceable and shall be enforced. Notwithstanding anything to the contrary contained in this Agreement,
in the event you violate the covenants and agreements set forth in this Annex, then, in addition to all other rights and remedies
available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with
any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the
covenants and agreements set forth in this Annex.
7.
Survival
The covenants and agreement set forth in this Annex shall survive any termination or expiration of this Agreement and
any termination of your employment with the Company, in accordance with their respective terms.
-14-
Material Subsidiaries of the Registrant
AMC Networks Inc.
Subsidiary
Jurisdiction of Formation
Percent Owned
Exhibit 21
AMC Network Entertainment LLC
AMC Networks International LLC
American Movie Classics IV Holding Corporation
IFC TV LLC
New Video Channel America LLC
Rainbow Media Holdings LLC
Rainbow Programming Holdings LLC
SundanceTV LLC
WE tv LLC
New York
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
100%
100%
100%
100%
49.9%
100%
100%
100%
100%
As of December 31, 2020, the following subsidiaries of AMC Networks Inc. guarantee the notes issued by AMC Networks Inc.
List of Guarantor Subsidiaries
Guarantor
Jurisdiction of Formation
Exhibit 22
2nd Party LLC
61st Street Productions I LLC
AMC Film Holdings LLC
AMC Network Entertainment LLC
AMC Networks Broadcasting & Technology
AMC Networks International Asia-Pacific LLC
AMC Networks International LLC
AMC Networks Productions LLC
AMC Premiere LLC
AMC TV Studios LLC
AMC/Sundance Channel Global Networks LLC
AMCN Properties LLC
American Movie Classics IV Holding Corp
Animal Control Productions I LLC
Anthem Productions LLC
Badlands Productions I LLC
Badlands Productions II LLC
Benders Productions I LLC
Brockmire Productions I LLC
Cobalt Productions LLC
Comic Scribe LLC
Crossed Pens Development LLC
Digital Store LLC
Dispatches Productions I LLC
Expedition Productions I LLC
Five Families Productions I LLC
Five Moons Productions I LLC
Geese Productions LLC
Ground Work Productions LLC
Halt and Catch Fire Productions I LLC
Halt and Catch Fire Productions II LLC
Halt and Catch Fire Productions III LLC
Halt and Catch Fire Productions IV LLC
Halt and Catch Fire Productions LLC
Hap and Leonard Productions I LLC
Hap and Leonard Productions II LLC
Hap and Leonard Productions III LLC
IFC Entertainment Holdings LLC
IFC Entertainment LLC
IFC Films LLC
IFC In Theaters LLC
Delaware
Delaware
Delaware
New York
New York
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Louisiana
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Louisiana
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
IFC Productions I L.L.C.
IFC Television Holdings LLC
IFC Theatres Concessions LLC
IFC Theatres, LLC
IFC TV LLC
IFC TV Studios Holdings LLC
IFC TV Studios LLC
IPTV LLC
Kindred Spirit Productions LLC
Kopus Productions II LLC
Kopus Productions LLC
Living With Yourself Productions I LLC
Lodge Productions I LLC
Lodge Productions II LLC
Making Waves Studio Productions LLC
Mechanical Productions I LLC
Monument Productions I LLC
Newfound Lake Productions I LLC
NOS4A2 Productions I LLC
Peach Pit Properties LLC
Pens Down LLC
Premier Quills LLC
Rainbow Film Holdings LLC
Rainbow Media Enterprises, Inc.
Rainbow Media Holdings LLC
Rainbow Programming Holdings LLC
Rectify Productions II LLC
Rectify Productions III LLC
Rectify Productions IV LLC
Rectify Productions LLC
Red Monday Programming LLC
RNC Holding Corporation
RNC II Holding Corporation
Roughhouse Productions I LLC
Selects VOD LLC
Shudder LLC
Sleuth Secrets Productions LLC
Stalwart Productions LLC
Stan Productions I LLC
Stan Productions II LLC
Sundance Channel Originals LLC
Sundance Film Holdings LLC
SundanceTV LLC
The Son Productions I LLC
Guarantor
Jurisdiction of Formation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Rhode Island
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Turn Productions II LLC
Turn Productions III LLC
Turn Productions IV LLC
Turn Productions LLC
TWD Productions IV LLC
TWD Productions IX LLC
TWD Productions V LLC
TWD Productions VI LLC
TWD Productions VII LLC
TWD Productions VIII LLC
TWD Productions X LLC
TWD Productions XI LLC
Universe Productions LLC
Voom HD Holdings LLC
WE tv Asia LLC
WE TV Holdings LLC
WE tv LLC
We TV Studios LLC
Woodbury Studios LLC
Guarantor
Jurisdiction of Formation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Consent of Independent Registered Public Accounting Firm
The Board of Directors
AMC Networks Inc.:
We consent to the incorporation by reference in the registration statement (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, 2021, with respect to (i) the consolidated balance sheets of AMC Networks Inc. and
subsidiaries (the Company) as of December 31, 2020 and 2019, 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, 2020, and the related notes, and
financial statement schedule II, and (ii) the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020,
which reports appear in the December 31, 2020 annual report on Form 10-K of AMC Networks Inc. Our reports on the Company’s
consolidated financial statements refers to changes in accounting principle due to the Company’s adoption of ASU No. 2019-02,
Improvements to Accounting for Costs of Films and License Agreements for Program Materials, as of January 1, 2020, and the adoption of
ASU No. 2016-02, Leases (ASC 842), as of January 1, 2019.
/s/ KPMG LLC
New York, New York
February 26, 2021
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 period 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:
February 26, 2021
By:
/s/ Joshua W. Sapan
Joshua W. Sapan
President and Chief Executive Officer
Exhibit 31.2
I, Christina Spade, 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 period 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:
February 26, 2021
By:
/s/ Christina Spade
Christina Spade
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, 2020 (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:
February 26, 2021
Date:
February 26, 2021
By:
By:
/s/ Joshua W. Sapan
Joshua W. Sapan
President and Chief Executive Officer
/s/ Christina Spade
Christina Spade
Executive Vice President and Chief Financial
Officer