Form: 8-K

Current report filing

November 30, 2016

8-K: Current report filing

Published on November 30, 2016


QuickLinks -- Click here to rapidly navigate through this document


Exhibit 99.2


Odeon and UCI Cinemas Holdings Limited

Interim Condensed Consolidated Profit and Loss Accounts

For the nine months ended 30 September 2016

 
  Note   (Unaudited)
9 months
ended
30 September
2016
  (Unaudited)
9 months
ended
30 September
2015
 
 
   
  £m
  £m
 

Turnover

  2     559.8     508.6  

Cost of sales

        (207.7 )   (183.7 )

Gross profit

        352.1     324.9  

Administration expenses

        (364.8 )   (320.6 )

Group operating (loss)/profit

        (12.7 )   4.3  

Operating (loss)/profit analysed as:

                 

Group operating (loss)/profit before exceptional items

        (1.8 )   1.2  

Exceptional Costs

  3     (10.9 )   (6.9 )

Exceptional Income

  3     —     10.0  

Group's share of loss in joint ventures

        (0.1 )   (0.2 )

Profit on disposal of properties

       
—
   
8.1
 

(Loss)/profit on ordinary activities before interest and taxation

        (12.8 )   12.2  

Other interest receivable and similar income

       
—
   
21.8
 

Interest payable and similar charges

        (149.0 )   (72.1 )

Loss on ordinary activities before taxation

        (161.8 )   (38.1 )

Tax on loss on ordinary activities

       
—
   
0.2
 

Loss for the period

        (161.8 )   (37.9 )

        In the period to 30 September in both 2016 and 2015 all operations were continuing.

1



Odeon and UCI Cinemas Holdings Limited

Interim Condensed Consolidated Statements of Other Comprehensive Income

For the nine months ended 30 September 2016

 
  (Unaudited)
9 months ended
30 September
2016
  (Unaudited)
9 months ended
30 September
2015
 
 
  £m
  £m
 

Loss for the period

    (161.8 )   (37.9 )

Other comprehensive income/(expense)

             

Foreign exchange differences on translation of foreign operations

    25.7     (7.7 )

Remeasurement of the net defined benefit pension asset

    (4.4 )   1.0  

Effect of asset limit on remeasurement of net defined pension asset

    1.6     (1.8 )

Deferred tax on pension items above

    0.4     0.2  

Other comprehensive income/(expense) for the period, net of income tax

    23.3     (8.3 )

Total comprehensive loss for the period

    (138.5 )   (46.2 )

        There is no difference between the loss on ordinary activities before taxation and the loss for the period stated above and their historical cost equivalents.

2



Odeon and UCI Cinemas Holdings Limited

Interim Condensed Consolidated Balance Sheets

At 30 September 2016

 
  Note   (Unaudited)
30 September
2016
  31 December
2015
  (Unaudited)
30 September
2015
 
 
   
  £m
  £m
  £m
 

Fixed assets

                       

Intangible assets

        125.7     124.6     127.8  

Tangible assets

  4     430.8     418.6     420.0  

Investments in joint ventures

        0.9     1.0     0.8  

        557.4     544.2     548.6  

Current assets

                       

Stocks

        7.4     7.3     6.3  

Debtors due within one year

        54.8     56.9     55.5  

Debtors due after more than one year

        15.1     16.5     14.0  

Cash at bank and in hand

        20.7     58.8     12.2  

        98.0     139.5     88.0  

Creditors: amounts falling due within one year

        (191.5 )   (190.6 )   (184.0 )

Net current liabilities

        (93.5 )   (51.1 )   (96.0 )

Total assets less current liabilities

        463.9     493.1     452.6  

Creditors: amounts falling due after more than one year

       
(1,174.9

)
 
(1,066.1

)
 
(1,043.1

)

Provisions for liabilities

 

 

   
 
   
 
   
 
 

Deferred tax liability

        (4.6 )   (6.2 )   (1.3 )

Provisions

        (34.7 )   (35.1 )   (53.6 )

Pensions and similar obligations

        (3.1 )   (0.6 )   (0.7 )

        (1,217.3 )   (1,108.0 )   (1,098.7 )

Net liabilities

        (753.4 )   (614.9 )   (646.1 )

Capital and reserves

                       

Called up share capital

        120.6     120.6     120.6  

Other reserves

        (10.3 )   (10.3 )   (10.3 )

Profit and loss account

        (863.7 )   (725.2 )   (756.4 )

Shareholders' deficit

        (753.4 )   (614.9 )   (646.1 )

3



Odeon and UCI Cinemas Holdings Limited

Interim Condensed Consolidated Statements of Changes in Equity

For the nine months ended 30 September 2016

 
  (Unaudited)
Called up
share
capital
  (Unaudited)
Merger
reserve
  (Unaudited)
Profit
and loss
account
  (Unaudited)
Total
shareholders'
deficit
 
 
  £m
  £m
  £m
  £m
 

Balance at 1 January 2015

    120.6     (10.3 )   (710.2 )   (599.9 )

Total comprehensive loss for the period

   
 
   
 
   
 
   
 
 

Loss for the period

   
—
   
—
   
(37.9

)
 
(37.9

)

Other comprehensive loss

    —     —     (8.3 )   (8.3 )

Total comprehensive loss for the period

    —     —     (46.2 )   (46.2 )

Balance at 30 September 2015

    120.6     (10.3 )   (756.4 )   (646.1 )

 

 
  (Unaudited)
Called up
share
capital
  (Unaudited)
Merger
reserve
  (Unaudited)
Profit
and loss
account
  (Unaudited)
Total
shareholders'
deficit
 
 
  £m
  £m
  £m
  £m
 

Balance at 1 January 2016

    120.6     (10.3 )   (725.2 )   (614.9 )

Total comprehensive loss for the period

   
 
   
 
   
 
   
 
 

Loss for the period

   
—
   
—
   
(161.8

)
 
(161.8

)

Other comprehensive income

    —     —     23.3     23.3  

Total comprehensive loss for the period

    —     —     (138.5 )   (138.5 )

Balance at 30 September 2016

    120.6     (10.3 )   (863.7 )   (753.4 )

4



Odeon and UCI Cinemas Holdings Limited

Interim Condensed Consolidated Statements of Cash Flows

For the nine months ended 30 September 2016

 
  (Unaudited)
9 months
ended
30 September
2016
  (Unaudited)
9 months
ended
30 September
2015
 
 
  £m
  £m
 

Cash flows from operating activities

             

Loss for the period

    (161.8 )   (37.9 )

Adjustments for:

             

Depreciation

    39.9     37.6  

Amortisation

    9.1     8.7  

Interest receivable and similar income

    —     (21.8 )

Interest payable and similar charges

    149.0     72.1  

Gain on disposal of properties

    —     (8.1 )

Share of operating loss of joint ventures

    0.1     0.2  

Taxation

    —     (0.2 )

    36.3     50.6  

Decrease/(increase) in trade and other debtors

    7.1     (0.9 )

Decrease/(increase) in stocks

    0.5     (0.4 )

Decrease in trade and other creditors

    (23.7 )   (19.4 )

Decrease in provisions and employee benefits

    (4.2 )   (12.4 )

    16.0     17.5  

Tax (paid)/ received

    (1.0 )   0.5  

Net cash from operating activities

    15.0     18.0  

Cash flows from investing activities

             

(Payment for)/proceeds from sale of tangible fixed assets

    (0.2 )   12.7  

Acquisition of a subsidiary

    (0.5 )   (0.4 )

Acquisition of tangible fixed assets

    (25.3 )   (23.9 )

Net cash used in investing activities

    (26.0 )   (11.6 )

Cash flows from financing activities

             

Proceeds from new loan

    5.7     21.3  

Paid to related parties

    (0.2 )   —  

Interest paid

    (35.8 )   (37.4 )

Repayment of borrowings

    —     (0.7 )

Payment of finance lease liabilities

    (0.7 )   (0.7 )

Net cash used in financing activities

    (31.0 )   (17.5 )

Net decrease in cash and cash equivalents

    (42.0 )   (11.1 )

Cash and cash equivalents at 1 January

    58.8     24.2  

Effect of exchange rate fluctuations on cash held

    3.9     (0.9 )

Cash and cash equivalents at 30 September

    20.7     12.2  

5



Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

1 Accounting policies

1.1   Principal activities

        Odeon and UCI Cinemas Holdings Limited (the "Company") is a company limited by shares and incorporated and domiciled in the UK. The principal activity of the Company is that of a holding company.

        The Company and its subsidiaries (collectively "the Group") maintains the principal activity of operating multiplex cinemas.

1.2   Basis of preparation

        These unaudited interim condensed consolidated financial statements have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X and in accordance with Financial Reporting Standard 104, Interim Financial Reporting applicable in the UK. They are condensed consolidated financial statements and do not include all of the information and disclosures required in the annual financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which management considers necessary for a fair presentation of such financial statements for the periods presented. The results for the interim periods presented are not necessarily indicative of the results that may be expected for the entire fiscal year.

        These unaudited interim condensed consolidated financial statements were approved by the Board of Directors on 30, November 2016.

        These unaudited interim condensed consolidated financial statements have been prepared on the going concern basis. As described more fully in note 7, during July 2016 AMC Entertainment Holdings, Inc. ("AMC") entered into an agreement to acquire the Group; and the transaction completed on 30 November 2016. In reaching their conclusion regarding the going concern position, the Directors considered the funding arrangements both before and after completion of the acquisition. The funding arrangements prior to completion included shareholder debt due November 2019; senior secured notes due August 2018; and a revolving credit facility expiring November 2017. Upon completion of the acquisition, the pre-acquisition shareholder debt and senior secured notes were repaid and replaced with long term shareholder funding from AMC. Furthermore, it is planned that a replacement revolving credit facility will be put in place. No matters have been drawn to the attention of the Directors to suggest that new facilities will not be forthcoming on acceptable terms.

        The presentation currency of these interim condensed consolidated financial statements is sterling. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these interim condensed consolidated financial statements and on the same basis as for the annual financial statements for 2015.

1.3   Basis of consolidation

        The unaudited interim consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 30 September 2016. The results of subsidiary undertakings acquired or disposed of in the year are included in the condensed consolidated profit and loss account from the date of acquisition or up to the date of disposal. Intra-group transactions are eliminated on consolidation and sales and profit figures relate only to external transactions.

6



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

        The Group's share of the profits less losses of joint ventures is included in the interim condensed consolidated profit and loss account and its interest in their net assets is included in investments in the interim condensed consolidated balance sheet.

1.4   Accounting estimates and judgements

        The preparation of financial statements requires management to make judgements and estimates that affect the application of accounting policies and reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

        Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described below.

Onerous leases

        Provision is made for onerous leases, on annual review, where the cost of meeting the lease obligation exceeds the operating benefit of the site. In calculating the provision assumptions are made about future cash flows and discount rates thereof. The Directors consider these assumptions to be their best estimates of future cash flows and most appropriate discount rates. Management review the sensitivity of these when making the provision.

Defined benefit pension plan

        The obligations under the defined benefit pension plans are calculated by independent actuaries, with input from Management. Assumptions are made regarding discount rates, asset return rates, salary progression and mortality rates. Management consider the assumptions used to be the most appropriate for the calculations.

Impairment of assets

        Assets are impaired if the Group considers that indications of impairment exist. Indicators include estimated future cash flows, with assumptions made on the most appropriate discount rate to apply. The assumptions and estimates used are considered appropriate for these calculations.

1.5   Financial instruments

Trade and other debtors / creditors

        Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.

7



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

Interest-bearing borrowings classified as basic financial instruments

        Interest-bearing borrowings (excluding loan notes) are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Loan notes

        Loan notes are held in the balance sheet at their issued amount less directly attributable issue costs plus the accrued finance charge which has arisen on them. The finance charge accrues at a constant rate over the term of the notes.

Senior secured notes

        Senior secured notes are stated net of unamortised issue costs. Interest accrued on the senior secured notes is shown within accruals.

Investments

        Investments held as fixed assets are stated at cost less provisions for any impairment.

Cash and cash equivalents

        Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand.

Derivatives

        The Group has previously entered into interest rate swaps to manage the interest rate risk arising from the Group's sources of finance. Changes in the fair value of the interest rate swap were charged to the profit and loss account.

1.6   Tangible fixed assets

        Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. Assets under construction (the construction and redevelopment of cinemas) are not depreciated as these assets are not available for use in the business.

        The estimated useful lives or depreciation rate are as follows:

•  Freehold buildings

  —   2% per annum

•  Long leasehold property

 

—

 

over the period of the lease to a maximum of 50 years

•  Short leasehold property

 

—

 

over the period of the lease

•  Plant, fixtures and fittings

 

—

 

4 - 33% per annum

8



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

Digital projection

        Certain digital projectors and related assets located and operated in Group premises, which are funded and legally owned by independent third parties, are recognised in the Group's consolidated balance sheet and a corresponding deferred income creditor of the same carrying value is recognised. The fixed assets are depreciated over their estimated useful lives and the corresponding deferred income balance is released against this depreciation over the same period.

1.7   Goodwill

        Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses. Goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination from which it arose.

        Goodwill is amortised on a straight line basis over its useful life. Goodwill has no residual value. The finite useful life of goodwill is estimated to be 20 years.

        The company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date. Goodwill is tested for impairment in accordance with Section 27—Impairment of assets when there is an indication that it may be impaired.

1.8   Stocks

        Stocks are stated at the lower of cost and net realisable value.

1.9   Impairment

        The carrying amounts of the Group's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed assets of cash-generating units may not be recoverable. Indications include the recognition of an onerous lease provision in relation to specific cash-generating units. If this or any other such indication exists, the recoverable amount is estimated and an appropriate impairment loss is recognised.

Reversals of impairment

        An impairment loss is reversed where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset.

        An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.10 Employee benefits

Defined contribution plans and other long term employee benefits

        A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount charged

9



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

to the profit and loss account represents the contributions payable to the scheme in respect of the accounting period.

Defined benefit plans

        The Group operates three pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those of the Group. The schemes have been closed to future benefit accrual for a number of years.

        A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability/(asset) taking account of changes arising as a result of contributions and benefit payments.

        The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of, and having maturity dates approximating to the terms of the Group's obligations. A valuation is performed annually by a qualified actuary using the projected unit credit method. The Group recognises net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan.

        Changes in the net defined benefit liability arising from employee service rendered during the period, net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognised in profit or loss.

        Remeasurement of the net defined benefit liability or asset is recognised in the interim condensed consolidated statement of other comprehensive income.

Long term incentive plans

        Share-based payment transactions in which the Company receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Group's equity instruments are accounted for as cash-settled share-based payments. The fair value of the amount payable to employees is recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised in profit or loss.

        Other long term incentive plans are recognised at the best estimate of fair value spread across the time period in which the benefit is earned by the employee.

1.11 Provisions

        A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow

10



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

        Where the parent company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability in its individual financial statements until such time as it becomes probable that the company will be required to make a payment under the guarantee.

1.12 Turnover

        Turnover represents amounts charged to customers for goods, services and other income, stated net of value added tax, which is recognised based on the date the goods and services are received and the period over which the rental income is earned, and net of loyalty points earned and redeemed.

        The cost of loyalty points is treated as a deduction from sales and part of the fair value of the consideration received is deferred and subsequently recognised over the period that the rewards are redeemed or expire. The fair value of the points awarded is determined with reference to the fair value to the customer.

1.13 Expenses

Operating leases

        Rental costs under operating leases are charged to the profit and loss account over the period of the lease on a straight line basis. Certain leases contain inflation-driven rental uplifts with pre-determined minimums and the amount payable in respect of these uplifts is charged to the profit and loss account as it arises. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

        Provision is made for lease commitments on certain leasehold properties based on the expected exposure. The amount provided is based either on the future rental obligations net of risk adjusted anticipated operating profit from trading, discounted using a risk free discount rate, or management's best estimate of the expected exposure. Provision is made for the remaining period of the leases identified, subject to a maximum of 25 years, after which the directors consider the impact of discounting upon the rental and trading projections renders them immaterial.

Finance leases

        Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in creditors.

Exceptional items

        In order for items to be classified as exceptional in the financial statements, they must: be significant in value; relate to events outside the ordinary course of business; or be one-off or non-recurring.

11



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

1 Accounting policies (Continued)

Pre-opening costs

        Operating costs incurred before a new cinema is opened are written off to the profit and loss account as incurred.

        Interest receivable and interest payable

        Interest payable and similar charges include interest payable and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account. Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.

        Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the Group's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.

1.14 Taxation

        The charge for taxation is based on the projected profit or loss for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

        Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 102.

2 Segmental Analysis

        The Group has two operating segments split by geographical location: UK & Ireland and Continental Europe.

9 months ended 30 September 2016
  UK & Ireland   Continental Europe   Total  
 
  £m
  £m
  £m
 

Turnover

    293.2     266.6     559.8  

Operating loss

    (7.8 )   (4.9 )   (12.7 )

Share of operating loss of joint venture

                (0.1 )

Net finance costs

                (149.0 )

Tax

                —  

Loss after tax

                (161.8 )

12



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

2 Segmental Analysis (Continued)


9 months ended 30 September 2015
  UK & Ireland   Continental
Europe
  Total  
 
  £m
  £m
  £m
 

Turnover

    274.5     234.1     508.6  

Operating profit/(loss)

    7.0     (2.7 )   4.3  

Share of operating loss of joint venture

                (0.2 )

Profit on disposal of properties

                8.1  

Net finance costs

                (50.3 )

Tax

                0.2  

Loss after tax

                (37.9 )

3 Exceptional Items

Included in profit/(loss) are the following:

 
  9 months ended
30 September
2016
  9 months ended
30 September
2015
 
 
  £m
  £m
 

Exceptional Costs

    (10.9 )   (6.9 )

Exceptional Income

    —     10.0  

Exceptional Costs

        The exceptional costs in the nine month period to 30 September 2016 related to restructuring and preparation for the transaction described in note 7. The exceptional costs in the nine month period to 30 September 2015 related to restructuring, property matters and preparation for potential future transactions.

        The tax effect of the exceptional costs in 2016 was a credit of £0.3m (2015:£0.2m).

Exceptional Income

        There was no exceptional income in the nine month period to 30 September 2016. The income in the nine month period to 30 September 2015 related to a premium from a cinema landlord in exchange for granting an option to potentially terminate the lease.

        The tax effect of the exceptional income in 2015 was a £1.7m charge.

13



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

4 Tangible fixed assets

 
  9 months ended
30 September
2016
  Year ended
31 December
2015
  9 months ended
30 September
2015
 
 
  £m
  £m
  £m
 

Net book value at the beginning of the period

    418.6     450.2     450.2  

Additions

    23.0     36.7     22.9  

Disposals

    (0.1 )   (4.9 )   (4.6 )

Depreciation charge for the period

    (39.9 )   (51.5 )   (37.6 )

Effect of movement in foreign exchange

    29.2     (11.9 )   (10.9 )

Net book value at the end of the period

    430.8     418.6     420.0  

5 Interest-bearing loans and borrowings

 
  30 September
2016
  31 December
2015
  30 September
2015
 
 
  £m
  £m
  £m
 

Falling due within one year

                   

Bank loans and overdrafts

    5.9     0.2     21.7  

Finance lease liabilities

    1.4     1.6     2.1  

    7.3     1.8     23.8  

Falling due in more than one year

                   

Senior secured loans (excluding issue costs)

    472.6     447.4     448.0  

Shareholder loan notes

    629.1     536.3     524.3  

Shareholder loans

    0.3     0.5     0.5  

Finance lease liabilities

    3.4     3.6     3.9  

    1,105.4     987.8     976.7  

Total

    1,112.7     989.6     1,000.5  

6 Related parties

Identity of related parties with which the Group has transacted

        Terra Firma Investments (GP) 2 Limited, acting as general partner of the limited partnerships which constitute the Terra Firma Capital Partners II Fund, Terra Firma Capital Partners II LP-H, TFCP II Co-Investment 2 LP and TFCP II Co-Investment 2A LP ("Terra Firma"), has the ability to exercise a controlling influence over the Company through the holding of shares in a parent of the Company. The directors therefore consider it to be a related party.

        Monterey Capital III Sarl ("Monterey"), a company registered in Luxembourg, was the immediate parent of the Company at 30 September 2016, and the directors therefore consider it to be a related party.

        The Group receives screen advertising services from Digital Cinema Media, a joint venture in which it has a 50% ownership interest.

14



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

6 Related parties (Continued)

Other related party transactions

 
  Income
received
   
  Finance
(income)/
expense
   
 
 
  9 months
ended
30 September
2016
  9 months
ended
30 September
2015
  9 months
ended
30 September
2016
  9 months
ended
30 September
2015
 
 
  £m
  £m
  £m
  £m
 

Entities with control, joint control or significant influence over the Group

    —     —     29.9     26.0  

Entities over which Group has control, joint control or significant influence (subject to wholly owned exemption)

    11.1     9.2     —     —  

    11.1     9.2     29.9     26.0  

 

 
  Receivables
outstanding
   
   
  Creditors
outstanding
   
   
 
 
  30 September
2016
  31 December
2015
  30 September
2015
  30 September
2016
  31 December
2015
  30 September
2015
 
 
  £m
  £m
  £m
  £m
  £m
  £m
 

Entities with control, joint control or significant influence over the Group

    —     —     —     629.4     536.8     524.8  

Entities over which Group has control, joint control or significant influence (subject to wholly owned exemption)

    2.1     4.1     1.7     —     —     —  

    2.1     4.1     1.7     629.4     536.8     524.8  

7 Subsequent events

        On 12 July 2016, AMC announced that it had entered into a definitive agreement to acquire the Odeon & UCI Cinemas Group from private equity firm Terra Firma. The transaction was conditional upon antitrust clearance by the European Commission. The antitrust clearance was given on 15 November 2016 and the transaction completed on 30 November 2016.

8 Summary of the significant differences between UK GAAP and US GAAP

        The accompanying consolidated financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP"), including FRS 102. Such practice differs in certain respects from US Generally Accepted Accounting Principles ("US GAAP"). A summary of significant differences applicable to the Group is set out below:

(a)   Business combinations, intangible assets and goodwill

        Under previous UK GAAP, identifiable intangible assets were not required to be separately identified and recorded on a Company's balance sheet in connection with a business combination. Under US GAAP, identifiable intangible assets, such as tradenames and favourable / unfavourable leases are required to be separately identified and determined to be indefinite-lived or definite-lived assets.

        Under UK GAAP, transaction expenses are capitalised as part of acquisition consideration. Under US GAAP acquisition-related costs are expensed in the period in which the costs are incurred.

15



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

8 Summary of the significant differences between UK GAAP and US GAAP (Continued)

(b)   Amortisation and impairment

        Under UK GAAP, goodwill is amortised, typically over a period of 20 years or less. Under US GAAP, goodwill is not amortised, but instead is tested at least annually for impairment or more frequently as events may trigger a need for an impairment analysis.

(c)   Leases

Onerous lease provisions

        Under UK GAAP, a liability equal to the present value of the obligation is recorded for leased properties that are still in use and expected to generate future losses. US GAAP prohibits the recognition of a liability for future losses until the entity terminates the contract or ceases to use the rights under the contract.

Lease incentives

        Under UK GAAP, lease premiums received from the landlord in exchange for an option to terminate the lease at the landlord's discretion are expensed over the period until the lease termination option becomes exercisable, occasionally resulting in up front recognition of the full lease incentive payment. Under US GAAP, such lease premiums are expensed over the remaining non-cancellable term of the lease.

Capital leases

        Under UK GAAP, a lease is classified as a finance lease if it transfers substantially all of the risks and rewards of ownership; otherwise, it is classified as an operating lease. Under US GAAP, a lessee classifies a lease as a capital lease if any one of four specified criteria is met; otherwise, it is an operating lease. Certain of the criteria contain bright-line tests that, if met, would require a lessee to classify a lease as a capital lease.

Build to suit leases and sale-leaseback transactions

        UK GAAP does not contain specific guidance on accounting for arrangements where the lessee is involved in the construction of the leased asset and such leases may be treated as operating leases. Where it is determined under US GAAP that the lessee has substantially all of the construction period risk, the lessee is considered to be the owner of the asset during construction and recognises an asset and liability related to the build-to-suit lease on its balance sheet. When construction is complete and the lease term begins, the lessee may only account for the deemed sale-leaseback transaction if certain conditions are met. A seller-lessee is precluded from accounting for the transaction as a sale when it has any continuing involvement. UK GAAP does not have similar sale-leaseback recognition criteria.

Operating leases

        UK GAAP does not require fixed escalation clauses intended to represent expected general inflation to be reflected in the calculation of straight-line rent expense. Under US GAAP, operating lease costs, including fixed escalation clauses, are recognised on a straight line basis over the lease term.

(d)   Long-lived assets

        Under UK GAAP, reversals of impairments on long-lived assets are permitted but should not exceed the carrying amount that would have been determined had no impairment loss been recognized in the past. US GAAP does not allow for the reversal of a previously recognized impairment loss on a long-lived asset held and used.

16



Notes to the Interim Condensed Consolidated Financial Statements (Continued)

(Unaudited)

8 Summary of the significant differences between UK GAAP and US GAAP (Continued)

(e)   Share-based compensation costs

        Under UK GAAP, share-based compensation expense is recognised for cash-settled awards with a non-market performance condition, such as an exit event, when it becomes more likely than not that the vesting condition will be satisfied. Under US GAAP, compensation cost related to awards with performance conditions based on change in control is only recognised when the event occurs.

(f)    Pensions

        Under UK GAAP, the net pension assets associated with an overfunded pension plan are generally not recognized on the face of the balance sheet. US GAAP requires the recognition of such pension assets on the balance sheet.

        Under UK GAAP, actuarial losses or gains are recognised immediately through other comprehensive income during the year of occurrence. Under US GAAP, these are recognised in other comprehensive income and amortised through the income statement over the average life expectancy of inactive participants following the corridor approach, which allows the Company to defer amortization of actuarial losses or gains through the income statement based on specified thresholds.

(g)   Taxes

        UK GAAP requires an entity's measurement of the deferred tax impact on timing differences to reflect its expectation as to the manner in which it will recover an asset or settle a liability. US GAAP requires deferred tax to be measured based on an assumption that the underlying asset (liability) will be recovered (settled) in a manner consistent with its current use in the business.

        Under UK GAAP, where an asset is acquired other than via a business combination and its tax base is lower than the consideration paid, the difference does not meet the definition of a timing difference and so no deferred tax is recognised. Under US GAAP, the amount recognised for the asset acquired is grossed up and a deferred tax liability is established such that the overall impact on net assets is equal to the consideration paid.

        Under UK GAAP deferred tax assets are only recognised to the extent realisation is probable. Under US GAAP deferred tax assets are recognised in full and a valuation allowance is separately recognised to the extent it is more likely than not that the deferred tax asset will not be realised.

(h)   Classification and presentation differences

        In addition to the differences between UK GAAP and US GAAP related to the recognition and measurement of transactions by the Company, there are also differences in the manner in which items are classified and presented in the Group's financial statements.

        Under UK GAAP, exceptional items are required or expressly permitted to be disclosed by virtue of their size or incidence. Details of the exceptional items are set out in Note 3. Under US GAAP, items are not presented as exceptional, rather US GAAP requires the presentation of unusual or infrequently occurring items on the face of the financials or in the notes.

17




QuickLinks

Odeon and UCI Cinemas Holdings Limited Interim Condensed Consolidated Profit and Loss Accounts For the nine months ended 30 September 2016
Odeon and UCI Cinemas Holdings Limited Interim Condensed Consolidated Statements of Other Comprehensive Income For the nine months ended 30 September 2016
Odeon and UCI Cinemas Holdings Limited Interim Condensed Consolidated Balance Sheets At 30 September 2016
Odeon and UCI Cinemas Holdings Limited Interim Condensed Consolidated Statements of Changes in Equity For the nine months ended 30 September 2016
Odeon and UCI Cinemas Holdings Limited Interim Condensed Consolidated Statements of Cash Flows For the nine months ended 30 September 2016
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)