John C. Merriwether - AMC Entertainment Holdings, Inc. Adam M. Aron - AMC Entertainment Holdings, Inc. Craig R. Ramsey - AMC Entertainment Holdings, Inc..

Eric O. Handler - MKM Partners LLC Eric Wold - B. Riley FBR, Inc. David W. Miller - Imperial Capital LLC Leo Kulp - RBC Capital Markets LLC Michael Ng - Goldman Sachs & Co. LLC Mike Hickey - The Benchmark Co. LLC Jason Boisvert Bazinet - Citigroup Global Markets, Inc. Chad Beynon - Macquarie Capital (USA), Inc.

James Charles Goss - Barrington Research Associates, Inc. Ryan Ingemar Sundby - William Blair & Co. LLC.

Greetings and welcome to AMC Entertainment Second Quarter 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

I would now like to turn the conference over to your host, John Merriwether, Vice President of Investor Relations..

Thank you, Jeremy. Good morning. I'd like to welcome everyone to AMC's second quarter 2018 earnings conference call. With me this afternoon is Adam Aron, our Chief Executive Officer and President; and Craig Ramsey, Executive Vice President and Chief Financial Officer.

Before I turn the call over to Adam, let me remind everyone that some of the comments made by management during this conference call may contain forward-looking statements which are based on management's current expectations.

Numerous risks, uncertainties and other factors may cause actual results to differ materially from those that might be expressed today. Many of these risks and uncertainties are discussed in our public filings, including our most recently filed 10-K and 10-Q.

Several of the factors that will determine the company's future results are beyond the ability of the company to control or predict. In light of the uncertainties inherent in any forward-looking statements, listeners are cautioned to not place undue reliance on these statements.

The company undertakes no obligation to revise or update any forward-looking statements whether as a result of new information or future events. On this call, we may reference measures such as adjusted EBITDA, adjusted EBITDA margin and constant currency, which are non-GAAP financial measures.

For a full reconciliation of our non-GAAP measures to GAAP results, please see our second quarter earnings release issued earlier today. In conjunction with our second quarter earnings release, we encourage you to review the CFO Commentary for the 2018 second quarter that we published this morning on our website in tandem with the earnings release.

After our prepared remarks, there will be a question-and-answer session. This morning's call is being recorded and a webcast reply will be available on the Investor Relations section of our website at amctheatres.com later today. With that, I'll turn the call over to Adam..

Thank you, John, and good morning, everyone. What an amazing quarter for AMC in the second quarter of 2018, amazing for our AMC, amazing for our industry, and amazing for moviegoers, all of which drives value for AMC shareholders.

Obviously, we're very pleased by AMC's record results for the second quarter of 2018, especially given the magnitude of the impressive 20% increase in total revenues and an 80.3% year-over-year growth in adjusted EBITDA for AMC.

Our success was the result of our continued innovation in the design of our marketing programs and the theatrical experience that we offer our guests as well as an intense focus on the disciplined execution of both our operational and our financial strategies.

We'll give you much more color on the quarter and on what AMC has been doing to drive our business forward as we move into this call.

But before we do, I want to emphasize the second big takeaway from the second quarter of 2018, from the first half of 2018 and from the past 10 months, and that is the movie business and the movie theater business and AMC are all thriving, flourishing, strong and healthy. Start with the domestic industry box office as a harbinger of that strength.

Movie after movie has shattered attendance and revenue records this year. All-time overall monthly domestic industry box office revenue records were set in 5 different months out of the past 10. The second quarter domestic industry box office revenue was up 22.7% and it was the biggest quarter ever in the more than 100 year history of cinema.

For all who have been predicting since last summer's brief box office slump, the demise of the movie business or of AMC, who have been predicting doom and gloom, and who have been valuing our business at trough multiples, consider this; we have been making enormous progress.

And for the industry, PVOD did not happen, other challenges have been dispatched with, the box office is roaring hot. For our company, our marketing efforts are producing measurable results. We have more smartly managed our expenses and improved our margins.

We turned around the fortunes of the acquired Carmike theaters, our theater renovation projects and new build theaters are still getting impressive financial returns, especially getting blisteringly good returns in Europe and in the Middle East, where we enjoy first-mover advantage.

And to help deleverage and return cash to shareholders, we have monetized some $500 million from the sale of non-strategic assets in less than a year.

This record second quarter of both AMC and for the industry reminds us that the entertainment marketplace is big enough for AMC and for all in the entertainment space to coexist harmoniously and for each of us to thrive.

In earlier times, the experts absolutely knew that television was going to put the movie theaters out of business, the VCR was going to put the movie theaters out of business, streaming was going to put the movie theaters out of business, and yet here we are with yet another record quarter on the books and I will predict for you today that in full year 2018 we will see a record domestic industry box office and that from a revenue and adjusted EBITDA standpoint I'll predict that 2018 will also be a record year for AMC.

What's more? As we look at 2019 we see another compelling movie slate and another superb year in our immediate future, the medium-term and long-term prospects for AMC are incredibly bright. So, now let's turn back to the highlights of Q2. April to June records fell at AMC.

In fact, revenue records for the June quarter were achieved in every revenue category, admissions revenues, food and beverage revenues and other revenues. Total revenues for the second quarter exceeded $1.44 billion, growing 20.0% to become the highest quarter ever in the history of the company.

Likewise, adjusted EBITDA set a new June quarter record growing 80.3% to $244.8 million generating 17.0% adjusted EBITDA margins, about 570 basis points better than our margins of last year. Breaking down our results geographically, it was an excellent quarter domestically.

AMC outperformed the industry domestically, growing domestic attendance per screen by 21.1% and growing domestic admissions revenue as a circuit by 22.9%. Importantly, attendance per screen outperformed the industry by nearly 600 basis points and admissions revenue per screen outperformed the industry by nearly 300 basis points.

Contributing to this outperformance were our PLF results. AMC is the largest operator of premium large format screens in the United States and we will be significantly increasing those screen counts in the months and years ahead. AMC's U.S.

PLF admissions revenue, our PLF admissions revenue increased 70.3% in the second quarter and was up 54.7% in the first half of 2018. Likewise, the pricing structures that we've deployed over the last several quarters appear to be working well charging more in the peaks, yet pricing smartly in other ways too.

We would expect to continue to see more revenue contribution coming from attendance gains as we look to the future as our pricing strategies continue. This has the added benefit of course of continuing to drive F&B revenues, which at $5.29 per U.S. patron in Q2 already now are the highest of any major U.S. operator.

The box office success we benefited from included in Q2 some truly high grossing movies, which always increases film rent. But despite that increase we managed our expenses extremely well and generated a 93% increase in U.S. adjusted EBITDA compared to the pro forma results from a year ago.

We take special pride in calling out to your attention that adjusted EBITDA margins at our U.S. theaters increased some 700 basis points from 12.7% last year to 19.7% this year. Europe however was a different story in the second quarter.

Beautiful weather across Europe for much of the quarter, while storms seemed reserved for the passions of national rivalries in the quadrennial FIFA World Cup, which kept some distracted. In addition, some Hollywood films simply resonated better in the States than overseas.

In total, the European industry box office in the second quarter declined 4.3% in the countries served by Odeon and declined 9.4% in the countries served by Nordic. That gave us a very tough hand to play in Europe, but relatively we performed very well.

On a constant currency basis, our total revenues declined by only 2.3% much less than the industry decline. And adjusted EBITDA was flat to last year even in the face of a soft industry revenue quarter.

We believe that both on the revenue and expense sides of the income statement, our European management team really delivered and that this was an impressive feat in a down industry revenue quarter. There are great things coming for AMC internationally I'm happy to report, but more on that in a moment.

Finishing up on Q2, more detailed financial information can be found in Craig's CFO commentary, which also was issued this morning. Turning back to the whole of AMC.

While Q2 was one for the record books, and as successful as the second quarter was financially for AMC, it shouldn't be any surprise really that AMC performed well in a quarter as robust for the industry as was this one.

So I would especially like to highlight eight things that make us buoyant about what lies ahead for AMC as we position the company for growth and future success in great quarters like this one and regular quarters that also will certainly come.

First, we're continuing to enhance our theaters, making them more appealing to consumers and we're growing our footprint by adding new theaters as well. Rewarding us for that effort, we are realizing handsome financial returns on our invested CapEx in the process.

As I mentioned on our last call, we continue to be on pace to renovate about 44 theaters and open 16 new theaters worldwide in 2018. The vast majority of these 60 theaters will feature our signature recliner seats.

Domestically as of the end of 2017, we had 247 theaters equipped with recliner seating representing approximately 38% of the domestic circuit. We expect to have more than 275 domestic theaters renovated with recliners by the end of 2018.

Many of these domestic renovations will occur within the acquired Carmike circuit, where we think considerable low-hanging fruit is still quite ripe for the picking. All-in, we continue to expect that our worldwide net CapEx for 2018 will be between $450 million and $500 million.

Second, our thesis for our acquiring our European theater network is being borne out to be true right before our eyes. We've already increased our global scale, including opening new theaters that have been immediately successful right out of the shoot.

And our renovation projects are generating fabulous returns, double and triple of the returns that we're seeing currently in the United States.

Hopefully, European mall operator landlords are playing right along with us, shipping in around 40% on average of our renovation project budgets that also is higher than what we've historically seen in the United States.

As of yesterday, we had nine theaters fully operational in the United Kingdom with our signature recliners with 100% of them serving alcohol and offering premium large format screens. By the end of August that count of 9 should rise to 14, including introducing recliners in the UK, Germany and Spain.

Including new builds we expect to have between 25 and 30 sites in the UK, Germany, Spain and Italy up and running by the end of the year offering recliner seats to the public that is responding in big numbers with increased patronage.

The most exciting of those renovation projects will be our flagship ODEON Leicester Square in London, which has been closed since January and which will reopen at year-end. By all accounts, the ODEON Leicester Square is the most important and most prestigious theater in Europe.

And it will literally be a magnificent theater and a magnificent profit driver when it reopens. Third, all hail the PLF, at the end of 2015, AMC had about 160 premium large format screens. By the end of 2018, three years later, we should have closer to 400, with still many more coming in 2019 and 2020.

We also will be upgrading well more than a 100 of our IMAX screens and the former Carmike BigD screens with the latest state-of-the-art sight and sound technology.

Not only do our IMAX, Dolby Cinema and our house brand PLF screens over-index in attendance, they also carry massive price premiums, about 70% for IMAX and Dolby and about 45% for our house brands. Fourth, the success of our U.S. marketing programs is just incredibly impressive. Let me give you three examples among many.

One, online ticketing now represents about 40% of our total tickets sold, with about three-fifths of that coming from our proprietary website and smartphone apps and which has more than doubled over the past year.

Two, our loyalty program, AMC Stubs, is now up to 15.8 million member households, giving us historic movie-buying habit information on more than 40 million Americans. We email and text these Stubs members more than 1.3 billion times annually to promote movie going at AMC.

And three, look at the consumer response to our new A-List, you know, three movies per week for $19.95 per month. Even though we've launched at more than double the prices of three different competitors, in just the first five weeks of enrollments, we just announced that yesterday morning, we crossed the 175,000 mark of paid members.

But my, my how time flies when you're having fun. The A-List member count last night at midnight was 181,790. As we speak at this moment, it is exactly 182,275, which means that in 24 hours, we enrolled more than 7,000 people. Multiply 7,000 times 365, these are huge numbers.

Now, obviously that pace can't continue or we wouldn't think it could continue, but we did design A-List to compete well in its own right and it is doing so.

And importantly, because of the price point at which we pegged, we designed it to be profitable for our studio partners and we designed it to be profitable for us and we designed it to be sustainable for our guests.

What we are now learning also is that AMC and A-List are perfectly positioned to capture new business for us as consumers struggle with constantly changing rules, decreasing movie availability and rising prices from other players in this space.

Fifth, as you know during the second quarter, we expanded to our 16th country, when on April 18, we opened the first movie theater to operate in Saudi Arabia in 37 years. We received massive global publicity.

And thanks to having a strong bond with a sovereign wealth fund in Saudi Arabia and with the Saudi Government's Ministry of Culture and Information, we are working to expand to 50 to 100 theaters in Saudi Arabia over the next decade.

It may not stay this way across all the country forever, but right now, our initial screen, the solo screen in our launch theater, is more than 20 times more profitable than the typical AMC screen. Ah, the benefits of pent-up demand. Over time, we expect that our 16th country will make a material financial contribution to AMC.

Sixth, AMC has been managing our business ever so carefully, marrying costs to business realities and doing all we can to control costs and to increase revenues. In the U.S., our tight cost controls are one reason why our theater margins have improved from 12.7% in Q2 last year to 19.7% in Q2 of this year.

In Europe, our European management team is doing an excellent job in attacking and streamlining the above theater overheads which are unnecessarily duplicative across the 14 countries in Europe and which can be much more efficient than what it was under prior ownership groups.

On the revenue side, I signed liquor license applications all the time and our F&B teams continue to drive revenue. At $5.29 per patron in the U.S., that exceeds all other major theater operators. And our F&B spend per patron is growing even faster in Europe than it is in the United States.

Seventh, I said in our last quarterly call that we really have turned around the performance of the acquired Carmike circuit. So I said on that call, that that was the last time you were likely to hear about results in the legacy Carmike theaters. But the Q2 numbers are so compelling, I wanted to share them with you.

Attendance per screen was up 21.1% across all of AMC in the United States. And even without the benefit of a sizable number of recliner equipped theaters, attendants per screen was up 20.8% for the former Carmike theaters, 21.1%, 20.8%. Ticket prices are up 2.0% across all of AMC in the United States.

They're up 2.0% at the former Carmike theaters, too. F&B spend per patron across all of AMC in the United States was $5.29. It was $5.25 at the former Carmike theaters. This is also very close. The former Carmike theaters are doing just fine. And finally, eighth, we are committed to managing our balance sheet wisely.

In August of last year, we made a commitment to you that we would return cash to shareholders and, in addition, to continuing a high yield dividend. We sought a $100 million buyback authorization from our board of directors for a two year period.

As of the end of Q2, we have already purchased 3.7 million AMC shares for $56 million; 500,000 shares of which were purchased in Q2 of 2018. Further, to help allow us to deleverage over time, we similarly pledged to you in August that we would monetize approximately $400 million in non-strategic assets over the following 24 months.

As you know, we accomplished all that and more, some $500 million in total, 25% ahead of our goal in less than 11 months. We got there through the profit generating sale of equity stakes in Open Road Films, NCM and Screenvision, combined with two theater sale leaseback transactions. We do keep our word.

Before I close these initial remarks, I would like to share a thought with you about the coming 18 months. Adjusted EBITDA at AMC for the first six months of 2018 was up $135.8 million year-over-year. We've already put a lot of growth for 2018 into the bank, done, in our pocket, completed.

Looking ahead, our best bet is that the second half will only be flat or possibly up, but if up, only mildly up. However, some of you think the second half will be materially down. Similarly, some of you are saying that Q3 will be strong and Q4 will be weak.

We think it is much more likely that it is Q3 which will be the challenging quarter, while the fourth quarter will hold up nicely. But in putting all the four quarters of 2018 together, it is our best judgment that 2018 will be a great 12-month year and the best in our company's history.

And in trying to forecast our collective future, lest anyone forget about the first half 2018 results which were stellar and delve only on the second half results of 2018. Our early take on 2019 is that it also will be a spectacular year. In summary, AMC had a superb record setting second quarter.

Many of the problems that loomed large on the horizon in 2017 loom no longer at all. Our theaters are more and more appealing by the day. Our marketing programs are rocking the house. We're managing expenses and margins tightly.

We are expanding, we're paying extraordinarily close attention to capital allocation and the box office so far in 2018 and perhaps more importantly what we expect it to be in 2019 appears to be healthier than healthy and stronger than strong. Thank you for participating on the call this morning. Operator, let's now turn to Q&A..

At this time, we will be conducting a question-and-answer session. One moment please while we pool for questions. Our first question comes from the line of Eric Handler from MKM Partners. Please proceed with your question..

Good morning and thanks for the question. Two things to ask.

First, Adam, I'm curious to see or curious to understand with A-List, have you seen any material uptake in subscriber numbers since MoviePass has had its issues of going offline and raising prices and just changing a lot of their business model or how much of a benefit do you think that's helping you? And then second, maybe you could talk about it looks like you did a very good job of cost containment in the quarter, anything new there and where you're seeing the ability to keep costs flattish to possibly even going lower..

Sure, Eric. Thanks. A-List has been running hot from the second we announced it. The enrollments have been proceeding at such a blistering clip, much faster than my expectations.

When we announced the program on a conference call to you guys, I think it was six weeks ago, we said that our own internal company forecast would – if this was successful like our program was in Europe, remember we've had a limitless program in the United Kingdom and Germany for over three years that we would see enrollments of about 500,000 at the end of year one and a million at the end of year two, so 500,000 by June 2019 and 1 million by June of 2020.

Actually through last Friday we'd already enrolled 150,000 people in four and a half weeks. That's a lot of faster pace. 150,000 people in a month is a lot faster than 500,000 in a year. As we look to these numbers internally, we said this can't continue, this has got to slow down. We can't be enrolling 150,000 a month.

Remember that other company, you mentioned his name, I will refrain from using, claims to have hit 3 million subscribers at essentially the one year mark, but they are good across the whole of the United States and have more than tripled the number of theaters that AMC offers, but the number I just gave you 150,000 through last Friday, all through last Friday, we've added over 30,000 new members since Friday.

So whether that's Saturday, Sunday, Monday, Tuesday, that 30,000 in four days is, that also is a pretty brisk pace.

So, yes, I think it does demonstrate what I said in my prepared remarks, that we got A-List into the marketplace at a time when we could take advantage of all this demand that seems to be out there for buying tickets the new way in multiples rather than the old fashioned way of one at a time.

As for cost management, yeah, we did manage costs very well in Q2, and I would say that we just really tightened down the hatches. When we set budget levels for 2018 we've scrubbed and we scrubbed and we scrubbed, we told you all actually that we began these cost containment efforts in June of 2017 and that has certainly continued.

I would say one of the most – there are a lot of things that we've touched on before in terms of cutting costs.

I'd say one of the more interesting things that we've learned that you haven't heard about yet is marrying operating hours to demand such that in – as individuals, you know, a lot of our theaters are open from 8:00 in the morning to 1:00 in the morning.

And that's exactly as it should be when we see industry revenues like we did in the second quarter but we've gotten much better skilled over the past year at cranking back opening hours just a little bit, maybe a theater opens at 9:30 instead of 8:00 A.M. or it closes at 12:20 instead of 1:30.

But you know when you operate fewer operating hours, but you capture the same revenue, that bodes well for profitability. We will continue to be managing cost very tightly as we go forward, Eric..

Thank you very much..

Our next question comes from the line of Eric Wold from B. Riley FBR. Please proceed with your question..

Thank you, good morning. Just two questions for me.

I guess, one, I definitely understand the attendance growth is the more important metric of the two, but kind of thinking about what looks to be relatively muted 1.9% increase in domestic average ticket price in the quarter, especially given how IMAX screens domestically were up almost 50%, you had your own price increases.

Any thoughts there in terms of what may have held back that price increase?.

Sure, it was intentional on our part. And remember, revenue is as a function of, as you said, I mean, you did preface your question with acknowledgement that revenue is a function of attendance times price, right. During the quarter, we institutionalized our $5 Tuesday ticketing program, Tuesday used to be the lowest day of the week.

It's hard to believe this, but thanks to $5 Tuesdays, Tuesday is now the second busiest day of the week in AMC. So in addition to that, we did take conscious efforts to raise price at theaters where we could raise price, but we reduced price at theaters where we thought reducing price would generate traffic growth that would exceed the price drop.

So these are conscious decisions we've made.

Overall our prices are up, overall our revenues are up, overall our studio partners are doing better because what we believe we've done in the second quarter better than ever before, is optimize our pricing strategies, charge up in the peaks when we can, price competitively in the shoulders and off-peaks to drive attendance and to drive revenue where we should..

Perfect..

Eric, I would add one thing. We did have growth in IMAX, growth in Dolby, the 3D volumes were down pretty substantially, it didn't fully offset, certainly the growth in the IMAX and Dolby, but we did see some softness in 3D..

Got it. Great. And then just last question. On the Stubs A-List program, I know you had call it before, maybe give a little more color on where you see kind of breakeven in visits per year.

I mean, kind of what level within that one to 1 to 12 visits per month would start to maybe turn unfavorable and then if it was found consistently (35:29) across the subscriber universe obviously, everyone will visit differently, and then, kind of within that, the unnamed competitor has had to raise prices for their own I think cash flow issues first and foremost, what gives you confidence that $20 is the right level for AMC..

Let me do the second question first. What gives us confidence that $20 is the right level for AMC is, it was more than double what anybody else was charging. What anybody else is charging now, and we still had 2,000 signups in five weeks. So the price point seemed to be working for the consumer. Of course, our launch program is our launch program.

We will be carefully monitoring all the various levers within AMC Stubs A-List, and we'll modify those over time to make the most sense for our guests and the most sense for our shareholders. A point I want to make is, I think that you know we designed our program very intelligently based on a lot of experience.

Remember what I told you on the call six weeks ago that our company has had this program in place for three years in the United Kingdom and Germany, that I personally watched and sat atop the Colorado ski industry, where we transitioned the whole of the Colorado market from day tickets to season passes with season pass volumes going up 30-fold over a decade.

We really do know what we're doing here and we're off to a great start, and we will continue to manage the program with profitability in mind. As for your question on the individual metrics, it's only week five.

It's too early to draw conclusions from the first five week performance of movie going amongst the audience, although I can tell you we – movie going amongst this audience is robust, but I'll just repeat now exactly what we said on the call six weeks ago, which was true six weeks ago and which we believe to be true today and that is for every million moviegoers, for every million enrollees in A-List, we believe this program net of all cannibalization and dilution, net of all the money we pay our studio partners, will generate about $15 million to $25 million of incremental EBITDA for AMC, based on 2.5 visits per month and that that range sweetens by about $10 million for every reduction in the average movie going by a quarter of a point, so 2.25 times per month instead of 2.5 times a month.

We will be managing and monitoring this program extremely closely over the months and years ahead. And I'd like to add one more thing, Eric. There are some people who speculated that we did this merely as a competitive response and that we were not wed to it.

Given the compelling enrollments in A-List in just a few weeks; this program will be a permanent feature of AMC. We do think it's going to be a small program. Maybe someday, we'll get up to 10% of ticket sold through A-List like 10% of our tickets sold in the United Kingdom are sold through Limitless.

But we do think that most of the economics of AMC are going to be sold one ticket at a time in the future just as it has been the case in the past..

Perfect. Thanks, Adam..

Our next question comes from the line of David Miller from Imperial Capital. Please proceed with your question..

Yeah. Hey, guys. Good morning.

Craig, what was the free cash flow number unlevered in the quarter, I just don't see that reconciled in the press release? And then, Adam I think it was maybe three quarters ago, maybe it was this time last year that you floated out the possibility of an IPO of the European assets on either London or Euronext, so as to you know catalyze debt downward just because there was a lot of criticism about that at the time and you know that there's still the residue of that out there, where do you guys stand with that because we haven't heard anything about that in the last couple quarters or so? I appreciate the update.

Thank you..

David. Nice to hear from you again buddy. On the European, I'll do mine first and then Craig will answer his. On the European IPO, it's exactly what I did say in previous quarters. What I said on the last quarterly call was that we've made no decision yet on the European IPO.

We are certainly preparing for it and taking all the steps needed to get there if we choose to pull that lever. On the last call I said the timing range that we've always given was somewhere between the second half of 2018 and the first half of 2019, that's still the timing range.

Although, I think I said in the last call that much more likely we would make that decision in the first half of 2019 than earlier. And that's exactly where we are now. It's something we're studying, it's something we're thinking about, well, the timing is still the same timing, but we haven't necessarily made a decision to do it or not..

Let me ask.

Let me ask you this, why would you not do it other than what could be less than sanguine market conditions in Europe in the future, what would be a reason that you wouldn't do it?.

Well, yeah, there are a lot of reasons to do it. There are some reasons not to do it. It would return a lot of cash to the parent, which would make many of you very happy..

Of course..

On the other hand, it would make running our business much more complicated, if we had – if – because we had public shareholders in Europe every interplay between our European subsidiary and our parent company was carefully regimented by the London Stock Exchange rules.

But I don't want to really go too much into this should we/shouldn't we yet, it's too early. Those are decisions that we're going to look at later in 2018, early in 2019. There are very good reasons to do it. There are some good reasons not to do it. I think, the important thing is this.

Whatever we decide to do in Europe, AMC is very committed to deleveraging. AMC is very committed to returning cash to shareholders. AMC is very committed to growing our footprint by adding theaters. AMC is very committed to renovating our theaters and capturing these outsized financial returns we're getting especially from our theaters in Europe.

We're blending all four of those variables all the time. We did sell $500 million worth of nonstrategic assets to bring in cash. We did buy back $56 million of stock. We did maintain yet again a dividend with a significant yield far larger than what is the norm and across U.S. companies these days. And our leverage level has come down.

At the end of June, the June quarter, our net leverage level has lowered to 4.7 times, but that's because the cash that came in from the June NCM sale, came in in the first few days of July.

If you add that couple hundred million dollars back into the June quarter, our net leverage level at the end of the June quarter adjusted would have been 4.5 times. So we're making progress on all the variables of capital allocation and we continue to be very committed to hitting the goal in each of the four areas where we're deploying capital.

Craig, you want to talk to the free cash flow question?.

Yeah, just to be clear, David, what we'll disclose at this point in time is kind of off the statement of changes, net cash provided by operating activities was about $297 million in the quarter..

Wonderful. Thank you very much..

Our next question comes from the line of Leo Kulp from RBC Capital Markets. Please proceed with your question..

Thanks and good morning, guys. I just had two quick ones. First, MoviePass has said that about 5% of the box office, they represent about 5% of the box office.

Is that comparable for AMC? And how much of that attendance do you think is at risk with MoviePass raising prices and adding restrictions? And the second question, I know it's early, but can you provide some directional color around how we should think about 2019 CapEx? Should it be down, flat, up? Any color there would be appreciated?.

On the first one, you know – by the way, hi, Leo. On the first one, I really do want this call to be about AMC and not about somebody else, but I will tell you that we are not at all worried.

I'm going say it again, we are not at all worried about any fall-off in our visitation or revenues because of problems that others have in the marketplace, because we did, in fact, launch A-List.

And because we launched A-List and because the consumer response to A-List has been so strong in the first several weeks, we think we've created a vehicle and put it into the marketplace where we can take defectors, bring them into our fold and have them continue to enjoy movie going in the kind of numbers that we've seen recently come in, in other places.

So had we done nothing, had we had our head in the sand, we might have been exposed to some risk, but we took a compelling program to market and we're right out there now and competing every day and doing way better than our original expectations..

Yeah, on the CapEx, Leo, we guided you this year, 2018, to $450 million to $500 million. And I think, our 2019 CapEx will be kind of in that range as well..

Got it. Thank you, thank you for the color, guys..

The next question comes from the line of Michael Ng from Goldman Sachs. Please proceed with your question..

Hi, good morning. Thanks for the question. I just have two. The first is on A-List. It was encouraging to see that the better-than-expected membership.

Theoretically, if you continue at this strong pace, and, for example, get to 500,000 or 1 million members by the end of the year, how would that impact your outlook for $10 million to $15 million of losses related to the program in the back half? Would that go lower/higher, or is it all dependent on visitation? And then I have a follow-up. Thanks..

Too early to know. Having said that, it does make sense that the heaviest users come first, but so if you have more heavy users coming first, then maybe they go up. On the other hand, once you get through the heavy users to the medium users, it all comes down. So I think at week five, it's just too early for us to predict.

So let's stay with the old numbers that been out there in place from all of six weeks ago. And when we have real data where we can make intelligent judgments either positive or negative, we'll certainly let you know..

Okay. Great. Thank you. And in the press release, you mentioned that you guys still had a lot of confidence about improving the Odeon and (48:31) EBITDA margins over time.

Could you just talk about bigger picture how you view the Odeon and Nordic markets? And over the long-term, do you expect these markets to outperform the U.S., because Europe is relatively under screened or is there something else going on? Thank you..

So, yes, you're right. Europe is relatively under screened. Look backwards 5 years, 10 years, movie going in Europe has grown at a faster growth rate than movie going in the United States. So put aside the second quarter of 2018, where the industry box office was pretty anemic in Europe.

We would think that big picture, long-term, Europe is going to grow faster than the United States from an industry standpoint.

In addition to that, when we go back to the prime reason that we bought Odeon and then Nordic, other than for global scale, which has its own benefits, at Odeon, we thought we could grow much faster than the industry as a whole, because we were going to get first mover advantage by putting in recliner seats throughout the Odeon network and that's exactly what's happened.

We're nine theaters, as we speak today. The results have just been unbelievably strong, as good as they were back in 2012 and 2013 for AMC in the United States when the numbers were just off the charts. So, we're already as confident as we can be. The market will be good.

It wasn't good in Q2, but over the next year, three years, five years, the market will be strong. And Odeon will be particularly strong because of the recliner renovations. Within the Nordic circuit, we've all been doing this together now for a while. Remember, many of you were quite skeptical when we bought Nordic.

And we said that one of the big reasons that we bought Nordic, other than it was a very well managed circuit and could give us some increased managerial strength to help us improve the fortunes of our theaters across the Odeon circuit, was that Nordic had this amazing pipeline of new theaters in development.

And I think at the time we bought Nordic, it had 68 theaters that it operated and 58 theaters it operated in partnership with local municipalities in Scandinavia, but it had over 10 theaters in its pipeline that were going to open. Earlier this year in the first quarter, we opened a new theater in Oslo in the Nordic circuit.

It overnight became the highest grossing movie theater in all of Norway and significantly changed our market share across the whole of the country, just from this one new theater that's opening. So like the investment thesis of Odeon is turning true, the investment thesis of Nordic is turning out to be true.

And if you want to be expansive and talk of Greater Europe, like Europe like being really big, I don't think we would have gotten into Saudi Arabia if we had not gotten Europe. Europe gave us demonstrated experience in being able to manage our company well across 15 countries.

So when we met with our potential partners and government officials in the Kingdom of Saudi Arabia, we could say truthfully that our company had a lot of experience being sensitive to local cultures, different languages, different business practices.

We are not just the United States circuit that was trying to expand internationally with no experience under our belt. And the Saudi expansion is also going to be very profitable for AMC. And our ability to capture that Saudi opportunity, a big reason for that is because we went into Europe in 2016..

Great, thank you, Adam..

Our next question comes from the line of Mike Hickey from Benchmark Company. Please proceed with your question..

Hey Adam, Craig, John, congrats on awesome quarter and first half of the year. Thanks for taking my question..

Thanks, Mike. Thank you, Mike..

Yeah. I guess on the marketing side, obviously a lot of success here in building out your loyalty program, 60 million, maybe more importantly 40 million, I guess, you're estimating in terms of uniques or individual moviegoers....

Correct..

... within that number.

I'm just sort of curious how aggressive you've been marketing to that group, your Stub A-List program, and sort of – what sort of I guess if the conversion is sort of in line with what you're thinking originally going into the launch of the program and sort of what opportunities perhaps that huge group of steadies so to speak could offer you? I have a follow-up..

Sure. Sure, Mike. Just to give everybody – how we get to some of these numbers. The reason we're saying that 15.8 million member households equates to 40 million Americans is because the average household size in the United States is 2.6. And we do – and Stubs is a household program.

The reason why it's a household program, spending per year in movie theaters is much less than what you might spend in airlines or in hotels, for example.

So we wanted to gang up some spending so that people could actually accumulate some sizable enough quantity of points that they could then turn that in rewards and they would see that as beneficial enough to them to join the program.

I don't think this is unknown to you, there are nine people back in 1981 and 1982 in then the airline frequent flyer programs, and I happen to be one of the nine. And so I've been living with loyalty programs for almost 40 years.

And in coming into AMC, I thought there was a lot of opportunity to revamp AMC Stubs which already was the most successful loyalty program in the movie theater business, but make it a lot more successful. I got to tell you, I never dreamed in a million years that we would see the success for Stubs that we've seen.

AMC Stubs as you recall had 2.5 million members at the end of 2015 when I arrived here, it had that member count and not growing in three years.

And it's – we re-launched the program in July of 2016 about six months after I got here based on a lot of knowledge that our own people have, knowledge that I brought, I brought in a consultant who actually created American Advantage in 1981, who helped us design all this.

And we thought we would grow, but my god, to grow from 2.5 million member households to 15.8 million member households in two years, that's stunning.

And it's just the growth isn't stopping on the AMC A-List call that we did six weeks ago, we told you with excitement that we crossed 15 million members, it's six weeks later we're 15.8 million members, by next week we're probably going to be around 16 million members for Stubs, it just continues to grow and grow and grow and whereas about 20% of our total guest activity in the United States was tracking for Stubs points in the original program that was in place at the end of 2015.

About 40% of all the tickets that we're selling now are tracking for Stubs points, that – number one that's really staggering, and if you've tracked loyalty programs over the decades like I have, to even double your point tracking in two years is just a terrific accomplishment. But there's more that can come, you said like what's the future.

In other industries, these loyalty programs have topped out at around half of the clientele, maybe 55% of the clientele. The rest – close to half of the population doesn't seem to like to play the game.

But that means that we could see a 50% growth again from 40% to 50% possibly more in the amount of people in our universe, who are tracking for Stubs points. So what we've done with the program has been very successful, and there's still a lot of opportunity ahead.

In terms of what we've done to be aggressive in marketing ourselves, I use the number in my prepared remarks that we're sending out about 1.3 billion emails and texts a year to AMC Stubs members. In fact, we are in contact with our Stubs members about twice a week, about a 100 times a year, slogging away at what they can go see at our theaters.

And remember there is interest level amongst our guests in the information that we send them because there are new movies that opened every single week. So we're not just giving them stale information for the 79th time on a stagnant product. Our product is constantly changing and so that the information we are giving them is quite relevant.

And what we're seeing that our open rates are nice and high, and that we're not burning out our list at all by continuing to communicate with them frequently because our product is changing so constantly. So, yes, we're very strong and then yes we have a very strong program, yes, we're marketing to it in a very aggressive way.

I think one of the things within the program that I'm very excited about in the last few months, we've really perfected what we call our recommendation engine, so that the e-mail that we send to you is different than the e-mail that we sent to Eric or David or Leo or Michael because the e-mail that you get is based on the movies that you've seen before and the e-mails that they get are based on the movies that they've seen before, a very Amazon like in gearing our promotional messaging to your personal interests.

And obviously we continue to make Stubs better and better. I'm particularly excited that we've put VIP benefits into the theaters, so that our A-list people and our Premiere List people are treated better than our regular Stubs members and that our regular Stubs members are treated better than our non-Stubs members.

I'm also excited that we continue to refresh AMC Stubs and make it more and more interesting enrolling consumers. It's no accident that when we launched A-List, we launched it as a VIP tier within our AMC Stubs program as opposed to launching some separate program divorced and outside of AMC Stubs.

So, thank you for the question, I'm sorry for going on so long, but we are proud of how well this has all been going and it's a reason for not only our success in Q2, but these are going to be reasons for our success over the next 12 months, the next 24 months, the next 36 months, the next 48 months, these are reasons why AMC is going to be a winner in this industry..

Awesome. Thanks, Adam. Last question from me I guess on the Stubs A-List, just curious, when you had the call before, IMAX is obviously a big piece I think of value here that's seen at this price point, et cetera.

And so, I'm curious now when you look at early usage clearly, but is that sort of tracking to what you had expected in terms of sort of a bias towards IMAX? I'm also wondering as the store scale out your sub-base here and obviously there's a lot of moving pieces here to the economic puzzle of your relationship with IMAX.

Does that change your thinking maybe longer term, especially when you look at maybe your Carmike circuit? You think maybe more IMAX screens in perhaps markets that didn't have an economic case for it before but now with the subs plan and the excitement of seeing IMAX films, if that changes your long-term view? Thank you..

So we're at week five of AMC Stubs A-List, I already know who should be smiling in the executive fleets of companies around the country.

First, the CEOs of every studio on Hollywood should be smiling, because this program is going to drive incremental movie going and especially incremental movie going amongst Millennials, which is an audience that studios have been worrying about for years, how to bring them into the theaters in significant numbers.

Second, the CEO of AMC is smiling because we're off to a great start. Third, Kevin Yeaman at Dolby Labs and Rich Gelfond at IMAX really should be smiling because your supposition that IMAX and Dolby Cinema are doing very well within AMC Stubs A-List is certainly being borne out to be true. We are very committed to PLFs.

We're committed to more IMAXs, upgraded IMAXs, more Dolby Cinemas, more Prime in AMCs. We have something in Europe called iSense, which is our house brand in Europe, more iSense locations and this program is one of the reasons why we'll continue to do really well in our PLFs, but it's not the only reason.

Our PLFs were doing well long before AMC Stubs A-List was ever launched. We over index by about three to one against a traditional screen for attendance and the price premiums we've been seeing as I said in my remarks, up 70% for IMAX and Dolby and up 45% for Prime, our house brand.

Remember, given that we don't have to share any of our Prime revenues with IMAX or Dolby, a 45% price premium at Prime, the bottom-line economics to us look just as good as IMAX and Dolby. So I'm sure you're going to continue to see big surges in IMAX accounts, Dolby Cinema accounts and our house brand PLF accounts over the years ahead.

This is after all what our consumers want. Everybody for years, for decades have been talking about going to see the movie on the big screen.

Well, there's no big screen like IMAX, Dolby Cinema and Prime at AMC, and I said we had 160 PLFs three years ago, we're going to be around 400 at the end of 2018, three years from now 600 PLFs, 700 PLFs, a lot of those will be Dolby, a lot of those will be IMAX, a lot of those will be house brand. But this is what consumers want.

We over index for PLF in attendance, we over index for PLF for price..

All right. Thanks, guys. Best of luck..

Our next question comes from the line of Jason Bazinet from Citi. Please proceed with your question..

Thanks so much. Going back to even IPO days, there's a lot of emphasis on recliner reseats, dining theaters, all that, and we're still sort of making progress sort of renovating the circuit.

My question is when do you think this will be done? When will you sort of ring the bell and say our circuit is fully upgraded and when that happens, what does the capital intensity of the business look like?.

Well, it's a really good question, Jason. So, had we been a static company, meaning we didn't acquire Carmike and we didn't acquire Odeon and Nordic, we'd be getting to a point where we're pretty close to being done. We're still going to do another 30-ish theaters this year from within the AMC brand, the legacy AMC theaters.

And maybe there is 30 more and that – maybe there are – so we're at 250 as we sit here today, maybe that would have grown to 300, and we probably would've peaked out about there. But then we acquired Carmike. Carmike had no theaters with recliner seats. So, we bought 250 theaters that was completely devoid of recliners.

And when you look at the Carmike circuit, at least half of the Carmike circuit, possibly two-thirds of the Carmike circuit is never really going to be a candidate for recliner seats. The theaters are too small, the visitation is too light, so. But there are 50 to 100 theaters within the Carmike 250 that could take recliner seats.

So, in essence for Carmike, it's 2011 all over again and the same is true in Europe. There were a couple of theaters that had some partial rows of recliner seats installed in Europe.

But basically when we bought Odeon and Nordic and added another 300 theaters to our system, call it 350, there's essentially no recliner seating in Europe, and we're going to have 25 to 30 theaters in this by the end of 2018 with recliner seats in Europe. And there is runway in Europe for another four years, five years of recliner theaters.

So, if you're going to be questioning when is it all over, it would have been over about now or maybe a year from now, if we hadn't bought Carmike and Odeon.

But, I know what that's driving in your head, which is, so we're spending – we're investing hundreds of millions of dollars a year in renovating theaters, putting in recliner seats, when are we going to stop investing hundreds of millions of dollars renovating those theaters and just come back down closer to maintenance CapEx levels and just put the free cash flow in our pocket rather than turning around and reinvesting in the business.

I would remind you that the investments we're making in these recliner equipped theaters are producing very high returns.

And so, we think the business is already generating dramatic free cash flow, which we're then in turn deciding what to do with, some of it returning to shareholders in the way of dividends, some of it returning to shareholders in the way of buybacks, some of it we are deleveraging the company, but other than that we are putting back into our business because the financial returns are so attractive.

So, I think when I talked with some of you not on these quarterly calls, your hope is that – this can all go away, it can end, we can just get down to maintenance CapEx levels, have huge free cash flow generation. I want to remind – the point I'm trying to make is, we're already doing that, we're already getting the free cash flow generation.

But the investments we're making, we're turning around and making because they are going to produce dramatic returns going forward. So in essence, I think you should be rooting for some of this to continue, maybe not where the market is satiated as it is throughout much of the old AMC circuit.

But in circuits where there's a lot of low hanging fruit and high returns still to be gained, it should be very appealing to you and us that we have those opportunities available to us..

Thank you very much..

Our next question comes from the line of Chad Beynon from Macquarie Group. Please proceed with your question..

Hi. Good morning, thanks for taking my question. Couple of modeling questions. Firstly, I think in your prepared remarks you mentioned that the second half could potentially be flat from an EBITDA standpoint.

Just wondering if you could call out the negative year-over-year comp given the divestitures of some of the non-core assets, DCIP, NCM, et cetera, just what is that in the back half of the year from a headwind standpoint? Thank you..

So you're asking about the dividend contribution in the last – taking a second to – I don't have it at my fingertips. Can we take the next question, then I'll come back to Chad's question..

Absolutely..

Yeah, thanks. Yeah, pretty detailed question. And then secondly no one has touched on film margins in the quarter in the U.S. overall your margins expanded I think well beyond what we had expected, within the detailed line items, I think film expense was slightly greater.

We all know the concentration of films hurts you, but was there anything else in there that hurt you in the quarter domestically or was that simply how that concentration plays out in a big quarter like this? Thanks..

So I actually did touch on it in our remarks. I mentioned film rents. The bigger the movie, the higher the rent we pay. The smaller the movie, the lower the rent we pay. The second quarter had some huge titles in it. So film rents went up, but it was nothing other than that. It was nothing other than sliding scales at work.

And just remind you that our theater margins in the U.S. went from 12.7% to 19.7%. You have to look at the totality of it. Increasing film rents is not an issue when the movies are as big as they were, driving the kind of revenues they drove, driving the kind of attendance that they drove.

It was right as we expected and the bottom line result was very positive..

Yeah, back on the question about dividend, in the second half last year, we booked about $21 million in both quarters, or the last six months, about $21 million. It looks like it could be around half of that. That, of course, depends upon a lot of things like level of operations of those different businesses, but that's kind of our projection.

About half of that $21 million, we should see this year..

Okay. Thank you very much. Appreciate the color..

Our next question comes from the line of Jim Goss from Barrington Research. Please proceed with your question..

Good morning.

A question about the breadth of PLFs, and whether you've been noticing any difference in utilization rates for IMAX versus Dolby versus your various house brands? And also, one of the arguments for house brands or at least non-IMAX, was IMAX has a set schedule and the others maybe have a greater degree of flexibility in taking the movie du jour to go with that, if that's borne out to have any relevance in your utilization rates?.

Hey. Thank you, Jim. So, I think the question was, do we know what's going on differences between IMAX and Dolby and our house brands. Like we know so precisely, we track our numbers so close. One thing I will say about AMC, we have great management information. We close our books weekly.

We get an incredible amount of data about our performance theater-by-theater, format-by-format, movie-by-movie. So we know exactly what the differences are between IMAX and Dolby Cinema and PRIME at AMC. But in the guise that we love all our children equally, we're thrilled to be partners with IMAX, we're thrilled to be partners with Dolby Labs.

We're thrilled to have our own house brands. And I think it would be impolitic of me to start comparing each of them against each other. They're all fabulous partners for AMC. We are the largest IMAX operator in the United States. We're the largest Dolby Cinema operator in the United States.

I'd like it to stay that way, so I'm going to love all my children equally and duck your question a tad. But remember, we're adding these screens. We're upgrading these screens. With A-List, we're driving people to these screens. I believe if you talk to IMAX or Dolby, they would tell you that we've been a very faithful partner to each..

Okay. That's fair. And maybe it's hard to beat A-List to death anymore than we're probably doing so, but I'll give it one more try. I assume that almost all of the A-List customers came out of the Stubs subscriber list to begin with.

So given what you just said about how you track everything very closely, I'm wondering and I know we're only five weeks into it, but you have the data to analyze like how you go through the frequent users because you know how many movies each person in the Stubs list has seen.

And I'm just wondering what you're sensing about the flow of going from the very frequent users already to ones that might become more frequent user encouraged by the A-List and help your concession dollars.

And like how that process seems destined to work out based on the analysis of the data to this point?.

So, Jim, like you're the only person that's going to get something new out of me on A-List, because I do have it. So, first of all, the analogy of beating A-List to death is not exactly the analogy I would use.

I would use the analogy of the proud papa who's celebrating the arrival of the newborn and is looking forward to years and years of joy coming from the new child. But the premise of your question, I'm delighted to report, is not correct. 40% of the clientele who've signed up for A-List so far were not members of the AMC Stubs program.

That bodes very well for incrementality. And 20% of the people, these are round numbers by the way, not 40.000, but about 40%. And about 20% of the people who signed up for A-List so far have come from the – in AMC Insider tier of the AMC Stubs program. Remember, pre-A-List, we had two tiers of AMC Stubs, Insider and Premiere.

Insider was the free program. Premiere was the pay program. The Premieres were going to about 12 movies a year at AMC. The Insiders were going to be about four movies a year at AMC.

So a fifth of the people signing up for A-List at $20 a month were only coming to four movies a year before A-List and 40% of the people coming into A-List are new to our loyalty scheme in total. These are very good omens..

Those sound like it. It is more incremental than I thought it would be at this stage of the game. Thank you very much..

Thank you, Jim..

Our final question comes from the line of Ryan Sundby from William Blair. Please proceed with your question..

(1:19:29)..

Sorry, Ryan you can proceed..

Sorry, hey.

You guys hear me now?.

Yes, I can hear you..

Okay, great. And just a quick modeling question for Craig. How should we think about rent expense going forward, because I think there was some lease modification benefits again this quarter.

And then, Adam, given the success of the Saudi theater so far, does that change your thoughts on the cadence there of the rollout or is that schedule pretty set? And then I understand Saudi is pretty unique opportunity, but does the success there open up your eyes to even more markets internationally over time?.

I'll do Saudi first. No, Craig, you go first..

Real quick, Real quick on the....

Let's end on something more exciting than modeling our rent expense..

It's pretty exciting to me. So there was about a $10.8 million credit against rent in the second quarter that kind of is the final impact of that deal we had previously talked about..

All right. So Saudi, nothing's on a set schedule. Yes, we will try to accelerate theater openings in Saudi. We have been talking about 30 to 40 in the first three to five years and 50 to 100 by the year 2030, which corresponds with the so-called Vision 2030 program of the Saudi government, and His Royal Highness, the Crown Prince.

You've now heard me – today you've heard us change the nomenclature to 50 to 100 theaters in the foreseeable future. We're going to try to move it up faster and increase the theater counts. They are very profitable and they will be very profitable. Having said that, it is going to take us a little while to get going.

We got one theater opened in Saudi Arabia today, it may end the year at one, maybe two, more likely probably one.

Next year there may only be three or four, but once we get into 2020, that's when we can really be cranking 10 theaters a year, 12 theaters a year, 15 theaters a year, possibly more, depends on how quickly construction can take place, how quickly landlord negotiations with mall operators across the country can take place, but clearly this is an enormous opportunity for AMC and AMC is way out in front.

We are the only U.S. or European or Asian cinema chain to have been granted a license to operate theaters in Saudi Arabia. At the moment, there are three licenses operated theaters in the country that have been issued by the Ministry of Culture and Information.

AMC and then two much smaller regional chains based in Dubai and Beirut who are well established in the Middle East. But we're the only major operator to have come in from a global standpoint.

You're aware that we're doing this in partnership with a sovereign wealth fund of Saudi Arabia who is going to put up the lion's share of the capital for our theaters, which also means that there are – while we will have some capital investment in our theaters, it's not going to be anywhere close to the capital investment we would have to have put in if we were opening 50 to 100 theaters from scratch.

So, I could not be more upbeat about what Saudi is going to mean for AMC profitability. Having said that, we're not going crazy looking at other geographic territories at the moment, because there's already so much on our plate. There's so much opportunity for us to choose from within our current world.

We have – I told you I want to return cash to shareholders, I want to de-leverage, I want to invest in our theaters, the Carmike and Odeon circuits and Nordic circuits are capable of sustaining a lot of investment to improve EBITDA from our existing networks without having to take on the burden of increased international expansion, Saudi is a great opportunity, never say never.

But right now, I think we're focused on the 16 countries that we're in, rather than looking to find a 17th..

Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to management for closing remarks..

So, I leave you with the following thought everybody; it was a superb quarter for AMC, but more importantly I think this confirms the thesis that our industry is healthy and robust, that the bear case in last summer was wrong and that the future for our industry and for our company over the years ahead is very bright.

Thank you, and I'm sure we'll be talking to you individually in the near-term. All the best..

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation..