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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
☑ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2021
or
| | | | | |
☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 1-35106
AMC Networks Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | 27-5403694 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
11 Penn Plaza, | |
New York, | NY | 10001 |
(Address of principal executive offices) | (Zip Code) |
(212) 324-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share | AMCX | The | NASDAQ | Stock Market LLC |
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ 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 | þ | Accelerated filer | ¨ |
| | | |
Non-accelerated filer | ¨ | Smaller reporting company | ☐ |
| | | |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares of common stock outstanding as of April 30, 2021:
| | | | | |
Class A Common Stock par value $0.01 per share | 30,731,275 |
Class B Common Stock par value $0.01 per share | 11,484,408 |
AMC NETWORKS INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | |
| March 31, 2021 | | December 31, 2020 |
ASSETS | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 993,123 | | | $ | 888,526 | |
Accounts receivable, trade (less allowance for doubtful accounts of $8,780 and $11,234) | 777,063 | | | 813,587 | |
Current portion of program rights, net | 15,833 | | | 13,480 | |
Prepaid expenses and other current assets | 170,199 | | | 223,173 | |
Total current assets | 1,956,218 | | | 1,938,766 | |
Property and equipment, net of accumulated depreciation of $268,770 and $261,082 | 224,725 | | | 256,045 | |
Program rights, net | 1,381,884 | | | 1,269,131 | |
Intangible assets, net | 389,919 | | | 410,672 | |
Goodwill | 682,632 | | | 686,407 | |
Deferred tax asset, net | 22,363 | | | 25,046 | |
Operating lease right-of-use asset | 120,293 | | | 146,522 | |
Other assets | 467,648 | | | 513,749 | |
Total assets | $ | 5,245,682 | | | $ | 5,246,338 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current Liabilities: | | | |
Accounts payable | $ | 116,668 | | | $ | 120,530 | |
Accrued liabilities | 268,264 | | | 320,005 | |
Current portion of program rights obligations | 263,928 | | | 259,449 | |
Deferred revenue | 76,787 | | | 71,048 | |
Current portion of long-term debt | 8,438 | | | 75,000 | |
Current portion of lease obligations | 27,736 | | | 32,435 | |
Total current liabilities | 761,821 | | | 878,467 | |
Program rights obligations | 210,428 | | | 182,511 | |
Long-term debt | 2,825,104 | | | 2,774,307 | |
Lease obligations | 159,816 | | | 194,324 | |
Deferred tax liability, net | 134,630 | | | 132,009 | |
Other liabilities | 138,854 | | | 125,970 | |
Total liabilities | 4,230,653 | | | 4,287,588 | |
Commitments and contingencies | | | |
Redeemable noncontrolling interests | 293,468 | | | 315,649 | |
Stockholders' equity: | | | |
Class A Common Stock, $0.01 par value, 360,000 shares authorized, 65,324 and 64,568 shares issued and 30,731 and 29,975 shares outstanding, respectively | 653 | | | 646 | |
Class B Common Stock, $0.01 par value, 90,000 shares authorized, 11,484 shares issued and outstanding | 115 | | | 115 | |
Preferred stock, $0.01 par value, 45,000 shares authorized; none issued | — | | | — | |
Paid-in capital | 314,331 | | | 323,425 | |
Accumulated earnings | 1,934,472 | | | 1,847,451 | |
Treasury stock, at cost (34,593 and 34,593 shares Class A Common Stock, respectively) | (1,419,882) | | | (1,419,882) | |
Accumulated other comprehensive loss | (156,237) | | | (134,950) | |
Total AMC Networks stockholders' equity | 673,452 | | | 616,805 | |
Non-redeemable noncontrolling interests | 48,109 | | | 26,296 | |
Total stockholders' equity | 721,561 | | | 643,101 | |
Total liabilities and stockholders' equity | $ | 5,245,682 | | | $ | 5,246,338 | |
See accompanying notes to condensed consolidated financial statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2021 | | 2020 |
Revenues, net | | | | | $ | 691,741 | | | $ | 734,375 | |
Operating expenses: | | | | | | | |
Technical and operating (excluding depreciation and amortization) | | | | | 280,572 | | | 344,060 | |
Selling, general and administrative | | | | | 191,535 | | | 184,649 | |
Depreciation and amortization | | | | | 25,246 | | | 26,730 | |
Impairment and other charges | | | | | 16,055 | | | — | |
Restructuring and other related charges | | | | | 8,625 | | | 5,966 | |
Total operating expenses | | | | | 522,033 | | | 561,405 | |
Operating income | | | | | 169,708 | | | 172,970 | |
Other income (expense): | | | | | | | |
Interest expense | | | | | (34,742) | | | (37,564) | |
Interest income | | | | | 2,342 | | | 4,555 | |
Loss on extinguishment of debt | | | | | (22,074) | | | (2,908) | |
Miscellaneous, net | | | | | 5,406 | | | (29,939) | |
Total other expense | | | | | (49,068) | | | (65,856) | |
Income from operations before income taxes | | | | | 120,640 | | | 107,114 | |
Income tax expense | | | | | (25,915) | | | (33,588) | |
Net income including noncontrolling interests | | | | | 94,725 | | | 73,526 | |
Net income attributable to noncontrolling interests | | | | | (7,704) | | | (4,859) | |
Net income attributable to AMC Networks' stockholders | | | | | $ | 87,021 | | | $ | 68,667 | |
| | | | | | | |
Net income per share attributable to AMC Networks' stockholders: |
Basic | | | | | $ | 2.08 | | | $ | 1.24 | |
Diluted | | | | | $ | 2.02 | | | $ | 1.22 | |
| | | | | | | |
Weighted average common shares: | | | | | | | |
Basic | | | | | 41,930 | | | 55,477 | |
Diluted | | | | | 43,171 | | | 56,061 | |
See accompanying notes to condensed consolidated financial statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2021 | | 2020 |
Net income including noncontrolling interests | | | | | $ | 94,725 | | | $ | 73,526 | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustment | | | | | (22,024) | | | (27,121) | |
Unrealized gain (loss) on interest rate swaps | | | | | 610 | | | (1,997) | |
Other comprehensive loss, before income taxes | | | | | (21,414) | | | (29,118) | |
Income tax (expense) benefit | | | | | (143) | | | 465 | |
Other comprehensive loss, net of income taxes | | | | | (21,557) | | | (28,653) | |
Comprehensive income | | | | | 73,168 | | | 44,873 | |
Comprehensive income attributable to noncontrolling interests | | | | | (7,434) | | | (3,698) | |
Comprehensive income attributable to AMC Networks' stockholders | | | | | $ | 65,734 | | | $ | 41,175 | |
See accompanying notes to condensed consolidated financial statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class B Common Stock | | Paid-in Capital | | Accumulated Earnings | | Treasury Stock | | Accumulated Other Comprehensive Loss | | AMC Networks Stockholders’ Equity | | Noncontrolling Interests | | Total Stockholders' Equity |
Balance, December 31, 2020 | $ | 646 | | | $ | 115 | | | $ | 323,425 | | | $ | 1,847,451 | | | $ | (1,419,882) | | | $ | (134,950) | | | $ | 616,805 | | | $ | 26,296 | | | $ | 643,101 | |
Net income attributable to AMC Networks’ stockholders | — | | | — | | | — | | | 87,021 | | | — | | | — | | | 87,021 | | | — | | | 87,021 | |
Net income attributable to non-redeemable noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,134 | | | 1,134 | |
Transfer from redeemable noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 18,367 | | | 18,367 | |
Contribution from noncontrolling member | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,582 | | | 2,582 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other comprehensive income | — | | | — | | | — | | | — | | | — | | | (21,287) | | | (21,287) | | | (270) | | | (21,557) | |
Share-based compensation expense | — | | | — | | | 13,446 | | | — | | | — | | | — | | | 13,446 | | | — | | | 13,446 | |
| | | | | | | | | | | | | | | | | |
Proceeds from the exercise of stock options | — | | | — | | | 12,100 | | | — | | | — | | | — | | | 12,100 | | | — | | | 12,100 | |
| | | | | | | | | | | | | | | | | |
Restricted stock units converted to shares | 7 | | | — | | | (34,640) | | | — | | | — | | | — | | | (34,633) | | | — | | | (34,633) | |
Balance, March 31, 2021 | $ | 653 | | | $ | 115 | | | $ | 314,331 | | | $ | 1,934,472 | | | $ | (1,419,882) | | | $ | (156,237) | | | $ | 673,452 | | | $ | 48,109 | | | $ | 721,561 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class B Common Stock | | Paid-in Capital | | Accumulated Earnings | | Treasury Stock | | Accumulated Other Comprehensive Loss | | AMC Networks Stockholders’ Equity | | Noncontrolling Interests | | Total Stockholders' Equity |
Balance, December 31, 2019 | $ | 639 | | | $ | 115 | | | $ | 286,491 | | | $ | 1,609,428 | | | $ | (1,063,181) | | | $ | (167,711) | | | $ | 665,781 | | | $ | 25,724 | | | $ | 691,505 | |
Net income attributable to AMC Networks’ stockholders | — | | | — | | | — | | | 68,667 | | | — | | | — | | | 68,667 | | | — | | | 68,667 | |
Net income attributable to non-redeemable noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (267) | | | (267) | |
Distributions to noncontrolling member | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (448) | | | (448) | |
| | | | | | | | | | | | | | | | | |
Adoption of ASU 2016-13, credit losses | — | | | — | | | — | | | (1,956) | | | — | | | — | | | (1,956) | | | — | | | (1,956) | |
| | | | | | | | | | | | | | | | | |
Settlement of treasury stock | — | | | — | | | (10,988) | | | — | | | — | | | — | | | (10,988) | | | — | | | (10,988) | |
Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (28,653) | | | (28,653) | | | (1,161) | | | (29,814) | |
| | | | | | | | | | | | | | | | | |
Share-based compensation expense | — | | | — | | | 15,512 | | | — | | | — | | | — | | | 15,512 | | | — | | | 15,512 | |
Treasury stock acquired | — | | | — | | | — | | | — | | | (85,957) | | | — | | | (85,957) | | | — | | | (85,957) | |
Restricted stock units converted to shares | 4 | | | — | | | (8,862) | | | — | | | — | | | — | | | (8,858) | | | — | | | (8,858) | |
Balance, March 31, 2020 | $ | 643 | | | $ | 115 | | | $ | 282,153 | | | $ | 1,676,139 | | | $ | (1,149,138) | | | $ | (196,364) | | | $ | 613,548 | | | $ | 23,848 | | | $ | 637,396 | |
See accompanying notes to condensed consolidated financial statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | 2020 |
Cash flows from operating activities: | | | |
Net income including noncontrolling interests | $ | 94,725 | | | $ | 73,526 | |
Adjustments to reconcile net income to net cash from operating activities: | | | |
Depreciation and amortization | 25,246 | | | 26,730 | |
Impairment and other charges | 16,055 | | | — | |
Share-based compensation expense related to equity classified awards | 13,446 | | | 15,512 | |
Non-cash restructuring and other related charges | 4,329 | | | 3,928 | |
Amortization and write-off of program rights | 150,987 | | | 223,982 | |
Amortization of deferred carriage fees | 4,867 | | | 6,783 | |
Unrealized foreign currency transaction (gain) loss | (13,758) | | | 7,848 | |
Amortization of deferred financing costs and discounts on indebtedness | 2,048 | | | 1,918 | |
Loss on extinguishment of debt | 22,074 | | | 2,908 | |
Bad debt expense | 771 | | | 1,211 | |
Deferred income taxes | 4,646 | | | 15,900 | |
Loss on investments | 5,366 | | | — | |
Write-down of non-marketable equity securities and note receivable | — | | | 20,000 | |
Other, net | (755) | | | 1,044 | |
Changes in assets and liabilities: | | | |
Accounts receivable, trade (including amounts due from related parties, net) | 36,996 | | | 27,178 | |
Prepaid expenses and other assets | 29,383 | | | 17,532 | |
Program rights and obligations, net | (237,951) | | | (221,627) | |
Income taxes payable | 11,138 | | | 369 | |
Deferred revenue | 5,671 | | | 9,522 | |
Deferred carriage fees, net | (57) | | | (15,484) | |
Accounts payable, accrued liabilities and other liabilities | (67,664) | | | (20,372) | |
Net cash provided by operating activities | 107,563 | | | 198,408 | |
Cash flows from investing activities: | | | |
Capital expenditures | (8,537) | | | (12,916) | |
| | | |
Acquisition of investment securities | (25,694) | | | — | |
Cash paid on distribution of business | (7,052) | | | — | |
Principal payment received on loan to investee | 1,875 | | | 1,250 | |
Proceeds from sale of investments | 95,370 | | | 10,000 | |
Net cash provided by (used in) investing activities | 55,962 | | | (1,666) | |
Cash flows from financing activities: | | | |
Proceeds from the issuance of long-term debt | 984,500 | | | 5,000 | |
Principal payments on long-term debt | (1,015,000) | | | (209,375) | |
Deemed repurchases of restricted stock units | (34,633) | | | (8,858) | |
Purchase of treasury stock | — | | | (85,957) | |
Proceeds from stock option exercises | 12,100 | | | — | |
Principal payments on finance lease obligations | (1,095) | | | (781) | |
Contributions from noncontrolling interests | 2,702 | | | — | |
Distributions to noncontrolling interests | (2,464) | | | (3,081) | |
Net cash used in financing activities | (53,890) | | | (303,052) | |
Net increase in cash and cash equivalents | 109,635 | | | (106,310) | |
Effect of exchange rate changes on cash and cash equivalents | (5,038) | | | (5,731) | |
Cash and cash equivalents at beginning of period | 888,526 | | | 816,170 | |
Cash and cash equivalents at end of period | $ | 993,123 | | | $ | 704,129 | |
See accompanying notes to condensed consolidated financial statements.
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.
Segment Reporting Changes
In the first quarter of 2021, the Company changed its presentation of operating segments, reflecting a reorganized operating structure focused on a multi-platform distribution approach to content monetization. The Company's streaming services and IFC Films, previously included in the International and Other segment, are now included within Domestic Operations (formerly referred to as the National Networks segment). In addition, certain corporate overhead costs will no longer be allocated to the operating segments. Operating segment information for the prior period has been recast to reflect these changes. The new reporting structure consists of the following two operating segments:
•Domestic Operations: Includes activities of our five national programming networks, our streaming services, AMC Studios operation, IFC Films and AMC Broadcasting & Technology. Our national programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV. Our streaming services consist of our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, and ALLBLK), AMC+ and other streaming initiatives. Our AMC Studios operation produces original programming for our programming networks and also licenses such programming worldwide. IFC Films is our film distribution business and 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 and 25/7 Media (formerly Levity), our production services business. See Note 4 relating to the spin-off of the Levity comedy venues 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.
Unaudited Interim Financial Statements
These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, 2020 contained in the Company's Annual Report on Form 10-K ("2020 Form 10-K") filed with the SEC. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.
The results of operations for interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2021.
Risks and Uncertainties
The COVID-19 pandemic and measures to prevent its spread continue to affect our businesses in a number of ways, including adverse advertising sales impacts and delays in the creation and availability of our programming. 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 vaccines, 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.
Use of Estimates
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
The preparation of financial statements in conformity with 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.
Recently Adopted Accounting Standards
Effective January 1, 2021, the Company adopted Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 - Income Taxes. The adoption of the standard did not have a material effect on its consolidated financial statements.
Note 2. Revenue Recognition
Transaction Price Allocated to Future Performance Obligations
As of March 31, 2021, other than contracts for which the Company has applied the practical expedients, the aggregate amount of transaction price allocated to future performance obligations was not material to our consolidated revenues.
Contract Balances from Contracts with Customers
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.
| | | | | | | | | | | | | | |
(In thousands) | | March 31, 2021 | | December 31, 2020 |
Balances from contracts with customers: | | | | |
Accounts receivable (including long-term, included in Other assets) | | $ | 1,019,853 | | | $ | 1,081,070 | |
Contract assets, short-term (included in Other current assets) | | 7,536 | | | 9,830 | |
Contract assets, long-term (included in Other assets) | | 942 | | | 942 | |
Contract liabilities (Deferred revenue) | | 76,787 | | | 71,048 | |
Revenue recognized for the three months ended March 31, 2021 relating to the contract liability at December 31, 2020 was $7.7 million.
Note 3. Net Income per Share
The following is a reconciliation between basic and diluted weighted average shares outstanding:
| | | | | | | | | | | | | | | | | |
(In thousands) | | | Three Months Ended March 31, |
| | | | 2021 | | 2020 |
Basic weighted average common shares outstanding | | | | | 41,930 | | | 55,477 | |
Effect of dilution: | | | | | | | |
Stock options | | | | | 12 | | | — | |
Restricted stock units | | | | | 1,229 | | | 584 | |
Diluted weighted average common shares outstanding | | | | | 43,171 | | | 56,061 | |
Approximately 0.5 million and 1.3 million restricted stock units outstanding as of March 31, 2021 and March 31, 2020, 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 March 31, 2021 and March 31, 2020, 0.4 million and 0.4 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.
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 three months ended March 31, 2021, the Company did not repurchase any shares of its Class A Common Stock. As of March 31, 2021, the Company had $135.3 million of authorization remaining for repurchase under the Stock Repurchase Program.
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 4. Impairment and Other Charges
In March 2021, the Company completed a spin-off of the live comedy venue and talent management businesses ("LiveCo") of Levity Entertainment Group, LLC. In connection with the transaction, the Company effectively exchanged all of its rights and interests in LiveCo for the release of the Company's obligations, principally related to leases. As a result of this divestiture, the Company recognized a loss on the disposal of $16.1 million reflecting the net assets transferred (consisting of property and equipment, lease right-of-use assets and intangibles, partially offset by lease and other obligations), which is included in Impairment and other charges. The Company retained its interest in the production services business of Levity Entertainment Group, LLC, which was renamed 25/7 Media Holdings, LLC following the spin-off.
Note 5. Restructuring and Other Related Charges
Restructuring and other related charges of $8.6 million for the three months ended March 31, 2021, consisted of $4.1 million of severance costs associated with the restructuring plan announced in November 2020 and $4.5 million at AMCNI related to the termination of distribution in certain international territories.
Restructuring and other related charges of $6.0 million for the three months ended March 31, 2020, primarily related to restructuring costs associated with the termination of distribution in certain territories, as well as severance and other personnel related costs associated with previously announced restructuring activities.
The following table summarizes the restructuring and other related charges recognized by operating segment:
| | | | | | | | | | | | | | | | | | | | |
(In thousands) | | | Three Months Ended March 31, |
| | | | 2021 | | | 2020 |
Domestic Operations | | | | | $ | 2,427 | | | | $ | 1,482 | |
International & Other | | | | | 4,490 | | | | 3,977 | |
Corporate / Inter-segment eliminations | | | | | 1,708 | | | | 507 | |
Total restructuring and other related charges | | | | | $ | 8,625 | | | | $ | 5,966 | |
The following table summarizes the accrued restructuring costs:
| | | | | | | | | | | | | | | | | |
(In thousands) | Severance and employee-related costs | | Other exit costs | | Total |
December 31, 2020 | $ | 25,571 | | | $ | 31 | | | $ | 25,602 | |
Charges | 4,168 | | | 4,457 | | | 8,625 | |
Cash payments | (22,499) | | | — | | | (22,499) | |
Non-cash adjustments | — | | | (4,457) | | | (4,457) | |
Other | 105 | | | — | | | 105 | |
| | | | | |
Balance, March 31, 2021 | $ | 7,345 | | | $ | 31 | | | $ | 7,376 | |
Accrued restructuring costs of $7.4 million are included in accrued liabilities in the condensed consolidated balance sheet at March 31, 2021.
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 6. Program Rights
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
| | | | | | | | | | | | | | | | | |
| March 31, 2021 |
(In thousands) | Predominantly Monetized Individually | | Predominantly Monetized as a Group | | Total |
Owned original program rights, net: | | | | | |
Completed | $ | 252,306 | | | $ | 23,015 | | | $ | 275,321 | |
In-production and in-development | 263,912 | | | 13,197 | | | 277,109 | |
Total owned original program rights, net | $ | 516,218 | | | $ | 36,212 | | | $ | 552,430 | |
| | | | | |
Licensed program rights, net: | | | | | |
Licensed film and acquired series | $ | 8,694 | | | $ | 560,787 | | | $ | 569,481 | |
Licensed originals | 195,814 | | | — | | | 195,814 | |
Advances and content versioning costs | — | | | 79,992 | | | 79,992 | |
Total licensed program rights, net | 204,508 | | | 640,779 | | | 845,287 | |
Program rights, net | $ | 720,726 | | | $ | 676,991 | | | $ | 1,397,717 | |
| | | | | |
Current portion of program rights, net | | | | | $ | 15,833 | |
Program rights, net (long-term) | | | | | 1,381,884 | |
| | | | | $ | 1,397,717 | |
| | | | | |
Amortization, including write-offs, of owned and licensed program rights is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2021 |
(In thousands) | | | | | | | Predominantly Monetized Individually | | Predominantly Monetized as a Group | | Total |
| | | | | | | | | | | |
Owned original program rights | | | | | | | $ | 33,906 | | | $ | 4,566 | | | $ | 38,472 | |
Licensed program rights | | | | | | | 25,020 | | | 87,495 | | | 112,515 | |
Program rights amortization | | | | | | | $ | 58,926 | | | $ | 92,061 | | | $ | 150,987 | |
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2020 |
(In thousands) | | | | | | | Predominantly Monetized Individually | | Predominantly Monetized as a Group | | Total |
| | | | | | | | | | | |
Owned original program rights | | | | | | | $ | 105,561 | | | $ | — | | | $ | 105,561 | |
Licensed program rights | | | | | | | 21,352 | | | 97,069 | | | 118,421 | |
Program rights amortization | | | | | | | $ | 126,913 | | | $ | 97,069 | | | $ | 223,982 | |
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. There were no program rights write-offs included in technical and operating expense for the three months ended March 31, 2021 and 2020.
Note 7. Investments
The Company holds several investments and loans in non-consolidated entities which are included in Other assets in the condensed consolidated balance sheet. Equity method investments were $95.3 million at March 31, 2021 and $69.5 million at December 31, 2020. In February 2021, the Company invested $25.5 million for an interest in a Toronto-based production company and studio, which is accounted for as an equity method investment.
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 condensed consolidated statement of income. Investments in marketable equity securities were $11.2 million at March 31, 2021 and $62.4 million at December 31, 2020. In January 2021, the Company sold the remaining portion of one of its marketable securities with a carrying value of $51.0 million as of December 31, 2020, resulting in a realized loss of $5.4 million. There were no unrealized gains or losses on marketable equity securities for the three months ended March 31, 2021. For the three months ended March 31, 2020, unrealized losses on marketable equity securities were $1.1 million, included in miscellaneous, net in the condensed 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 condensed consolidated statement of income.
Investments in non-marketable equity securities were $36.0 million at March 31, 2021 and $35.8 million at December 31, 2020. For the three months ended March 31, 2020, the Company recognized impairment charges of $20.0 million related to the write-down of certain non-marketable equity securities, included in miscellaneous, net in the condensed consolidated statements of income.
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 8. Goodwill and Other Intangible Assets
The carrying amount of goodwill, by operating segment is as follows:
| | | | | | | | | | | | | | | | | |
(In thousands) | Domestic Operations | | International and Other | | Total |
December 31, 2020 | $ | 333,502 | | | $ | 352,905 | | | $ | 686,407 | |
Goodwill written off related to spin-off of a business unit | — | | | (476) | | | (476) | |
Amortization of "second component" goodwill | (336) | | | — | | | (336) | |
Foreign currency translation | — | | | (2,963) | | | (2,963) | |
March 31, 2021 | $ | 333,166 | | | $ | 349,466 | | | $ | 682,632 | |
As of March 31, 2021 and December 31, 2020, accumulated impairment charges in the International and Other segment totaled $123.1 million.
The reduction of $0.3 million in the carrying amount of goodwill for Domestic Operations is due to the realization of a tax benefit for the amortization of "second component" goodwill at SundanceTV. Second component goodwill is the amount of tax deductible goodwill in excess of goodwill for financial reporting purposes. In accordance with the authoritative guidance at the time of the SundanceTV acquisition, the tax benefits associated with this excess are applied to first reduce the amount of goodwill, and then other intangible assets for financial reporting purposes, if and when such tax benefits are realized in the Company's tax returns.
The following tables summarize information relating to the Company's identifiable intangible assets:
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | March 31, 2021 | | |
Gross | | Accumulated Amortization | | Net | | Estimated Useful Lives |
Amortizable intangible assets: | | | | | | | |
Affiliate and customer relationships | $ | 621,136 | | | $ | (335,631) | | | $ | 285,505 | | | 6 to 25 years |
Advertiser relationships | 46,282 | | | (27,080) | | | 19,202 | | | 11 years |
Trade names and other amortizable intangible assets | 104,902 | | | (39,590) | | | 65,312 | | | 3 to 20 years |
| | | | | | | |
Total amortizable intangible assets | 772,320 | | | (402,301) | | | 370,019 | | | |
Indefinite-lived intangible assets: | | | | | | | |
Trademarks | 19,900 | | | — | | | 19,900 | | | |
Total intangible assets | $ | 792,220 | | | $ | (402,301) | | | $ | 389,919 | | | |
(In thousands) | December 31, 2020 | | |
Gross | | Accumulated Amortization | | Net | | |
Amortizable intangible assets: | | | | | | | |
Affiliate and customer relationships | $ | 624,699 | | | $ | (330,350) | | | $ | 294,349 | | | |
Advertiser relationships | 46,282 | | | (26,028) | | | 20,254 | | | |
Trade names and other amortizable intangible assets | 116,526 | | | (40,357) | | | 76,169 | | | |
| | | | | | | |
Total amortizable intangible assets | 787,507 | | | (396,735) | | | 390,772 | | | |
Indefinite-lived intangible assets: | | | | | | | |
Trademarks | 19,900 | | | — | | | 19,900 | | | |
Total intangible assets | $ | 807,407 | | | $ | (396,735) | | | $ | 410,672 | | | |
Aggregate amortization expense for amortizable intangible assets for the three months ended March 31, 2021 and 2020 was $9.5 million and $12.1 million, respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five years is:
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
| | | | | |
(In thousands) | |
Years Ending December 31, | |
2021 | $ | 37,433 | |
2022 | 37,161 | |
2023 | 37,073 | |
2024 | 37,004 | |
2025 | 35,203 | |
Note 9. Accrued Liabilities
Accrued liabilities consist of the following:
| | | | | | | | | | | |
(In thousands) | March 31, 2021 | | December 31, 2020 |
Employee related costs | 71,636 | | | $ | 98,661 | |
Participations and residuals | 87,839 | | | 106,785 | |
Interest | 22,817 | | | 29,345 | |
Other accrued expenses | 85,972 | | | 85,214 | |
Total accrued liabilities | $ | 268,264 | | | $ | 320,005 | |
Note 10. Long-term Debt
The Company's long-term debt consists of the following:
| | | | | | | | | | | |
(In thousands) | March 31, 2021 | | December 31, 2020 |
Senior Secured Credit Facility: (a) | | | |
Term Loan A Facility | $ | 675,000 | | | $ | 675,000 | |
Senior Notes: | | | |
4.75% Notes due December 2022 | — | | | 400,000 | |
5.00% Notes due April 2024 | 400,000 | | | 1,000,000 | |
4.75% Notes due August 2025 | 800,000 | | | 800,000 | |
4.25% Notes due February 2029 | 1,000,000 | | | — | |
| | | |
Total long-term debt | 2,875,000 | | | 2,875,000 | |
Unamortized discount | (26,379) | | | (18,337) | |
Unamortized deferred financing costs | (15,079) | | | (7,356) | |
Long-term debt, net | 2,833,542 | | | 2,849,307 | |
Current portion of long-term debt | 8,438 | | | 75,000 | |
Noncurrent portion of long-term debt | $ | 2,825,104 | | | $ | 2,774,307 | |
(a)The Company's $500 million revolving credit facility remains undrawn at March 31, 2021. Total undrawn revolver commitments are available to be drawn for general corporate purposes of the Company.
Amendment to Amended and Restated Credit Agreement
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 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.
Senior Notes
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
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. In connection with the redemptions, the Company incurred a loss on extinguishment of debt for the quarter ended March 31, 2021 of $22.1 million representing the redemption premium on the 5.00% senior notes due 2024, and the write-off of a portion of the unamortized discount and deferred financing costs related to both issuances.
Note 11. Leases
The following table summarizes the leases included in the condensed consolidated balance sheets as follows:
| | | | | | | | | | | | | | | | | |
(In thousands) | Balance Sheet Location | | March 31, 2021 | | December 31, 2020 |
Assets | | | | | |
Operating | Operating lease right-of-use asset | | $ | 120,293 | | | $ | 146,522 | |
Finance | Property and equipment, net | | 12,904 | | | 13,179 | |
Total lease assets | | | $ | 133,197 | | | $ | 159,701 | |
Liabilities | | | | | |
Current: | | | | | |
Operating | Current portion of lease obligations | | $ | 24,305 | | | $ | 28,813 | |
Finance | Current portion of lease obligations | | 3,431 | | | 3,622 | |
| | | $ | 27,736 | | | $ | 32,435 | |
Noncurrent: | | | | | |
Operating | Lease obligations | | $ | 133,154 | | | 166,452 | |
Finance | Lease obligations | | 26,662 | | | 27,872 | |
| | | 159,816 | | | $ | 194,324 | |
| | | | | |
Total lease liabilities | | | $ | 187,552 | | | $ | 226,759 | |
Note 12. Fair Value Measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
•Level I - Quoted prices for identical instruments in active markets.
•Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level III - Instruments whose significant value drivers are unobservable.
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
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 March 31, 2021 and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | Level I | | Level II | | Level III | | Total |
At March 31, 2021: | | | | | | | | |
Assets | | | | | | | | |
Cash equivalents | | $ | 147,523 | | | $ | — | | | $ | — | | | $ | 147,523 | |
Marketable securities | | 11,193 | | | — | | | — | | | 11,193 | |
| | | | | | | | |
| | | | | | | | |
Foreign currency derivatives | | — | | | |