SEC Company Response from AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — Jun 6, 2017
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: June 6, 2017 · CIK: 0001514991 · Accession: 0001514991-17-000014
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35106
Referenced dates: May 24, 2017
Letter
Securities and Exchange Commission Division of Corporation Finance Re: AMC Networks Inc. Form 10-K for the Fiscal Year ended December 31, 2016 Filed February 24, 2017 File No. 001-35106
Dear Mr. Spirgel:
This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated May 24, 2017, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of AMC Networks Inc. (“we” or the “Company”) filed on February 24, 2017.
The Company appreciates the efforts of the Staff in this review process. We acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
For reference purposes, the text of the Staff’s May 24, 2017 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text. The section sub-header and page number in each comment refers to the 8-K filed May 4, 3017.
Form 8-K filed May 4, 2017
1.
We note your presentation of the non GAAP measure “LTM Adjusted Operating Income,” which you define as, reported Adjusted Operating Income for the trailing twelve months. In your next earning release, please revise your presentation to provide the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, including a reconciliation of GAAP operating income for the trailing twelve months to LTM Adjusted Operating income.
Company Response: The Company will amend its presentation of LTM Adjusted Operating Income to include a reconciliation of GAAP operating income to Adjusted Operating Income for the twelve month period then ended. By way of example, the page referencing LTM Adjusted Operating Income of the earnings release included in the Form 8-K filed on May 4, 2017 would be revised as presented in the attached Exhibit (additions and deletions are reflected in underline font and strike-through font, respectively). In addition, please refer to page 3 of such earnings release under the heading “Description of Non-GAAP Measures” for the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, which we will continue to provide in the future.
If you have any questions or comments regarding the enclosed materials, please contact Christian Wymbs, Chief Accounting Officer, at 646-273-3571 or Sean Sullivan, Chief Financial Officer, at 646-393-8135.
Very truly yours,
/s/ Sean S. Sullivan
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CORRESP 1 filename1.htm Document June 6, 2017 Mr. Larry Spirgel Assistant Director AD Office 11 - Telecommunications Securities and Exchange Commission Division of Corporation Finance Mail Stop 3720 100 F. Street, N.E. Washington, D.C. 20549-0306 Re: AMC Networks Inc. Form 10-K for the Fiscal Year ended December 31, 2016 Filed February 24, 2017 File No. 001-35106 Dear Mr. Spirgel: This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated May 24, 2017, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of AMC Networks Inc. (“we” or the “Company”) filed on February 24, 2017. The Company appreciates the efforts of the Staff in this review process. We acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. For reference purposes, the text of the Staff’s May 24, 2017 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text. The section sub-header and page number in each comment refers to the 8-K filed May 4, 3017. Form 8-K filed May 4, 2017 1. We note your presentation of the non GAAP measure “LTM Adjusted Operating Income,” which you define as, reported Adjusted Operating Income for the trailing twelve months. In your next earning release, please revise your presentation to provide the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, including a reconciliation of GAAP operating income for the trailing twelve months to LTM Adjusted Operating income. Company Response: The Company will amend its presentation of LTM Adjusted Operating Income to include a reconciliation of GAAP operating income to Adjusted Operating Income for the twelve month period then ended. By way of example, the page referencing LTM Adjusted Operating Income of the earnings release included in the Form 8-K filed on May 4, 2017 would be revised as presented in the attached Exhibit (additions and deletions are reflected in underline font and strike-through font, respectively). In addition, please refer to page 3 of such earnings release under the heading “Description of Non-GAAP Measures” for the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, which we will continue to provide in the future. If you have any questions or comments regarding the enclosed materials, please contact Christian Wymbs, Chief Accounting Officer, at 646-273-3571 or Sean Sullivan, Chief Financial Officer, at 646-393-8135. Very truly yours, /s/ Sean S. Sullivan Sean S. Sullivan Executive Vice President and Chief Financial Officer /s/ Christian B. Wymbs Christian B. Wymbs Executive Vice President and Chief Accounting Officer cc: Carlos Pacho Inessa Kessman Ivette Leon Paul Fischer (Securities and Exchange Commission) Joshua W. Sapan, President and Chief Executive Officer James G. Gallagher, Executive Vice President and General Counsel (AMC Networks Inc.) John P. Mead, Esq. (Sullivan & Cromwell LLP) Frank Albarella (KPMG LLP) Exhibit AMC NETWORKS INC. SUPPLEMENTAL FINANCIAL DATA (In thousands) (Unaudited) Capitalization March 31, 2017 Cash and cash equivalents $ 403,648 Credit facility debt (a) $ 1,202,500 Senior notes (a) 1,600,000 Total debt $ 2,802,500 Net debt $ 2,398,852 Capital leases 38,610 Net debt and capital leases $ 2,437,462 Twelve Months Ended March 31, 2017 Operating Income (GAAP) $ 630,420 Share-based compensation expense 43,196 Restructuring expense 32,242 Impairment charges 67,805 Depreciation and amortization 88,639 LTM Adjusted Operating Income (b)(Non-GAAP) $ 862,302 Leverage ratio (c)(b) 2.8 x (a) Represents the aggregate principal amount of the debt. (b) Represents reported Adjusted Operating Income for the trailing twelve months. (b) Represents net debt and capital leases divided by LTM Adjusted Operating Income for the twelve months ended March 31, 2017. This ratio differs from the calculation contained in the Company's credit facility. No adjustments have been made for consolidated entities that are not 100% owned, such as BBC AMERICA. Free Cash Flow Three Months Ended March 31, 2017 2016 Net cash provided by operating activities $ 144,870 $ 167,384 Less: capital expenditures (20,206 ) (12,387 ) Less: distributions to noncontrolling interests (11,712 ) (8,968 ) Free cash flow $ 112,952 $ 146,029