Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10–Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding the impact of COVID-19, future attendance levels and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
● the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to comply with minimum liquidity and financial requirements under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility and Odeon Term Loan Facility, fund operations, and satisfy obligations including cash outflows for deferred rent and planned capital expenditures currently and through the next twelve months. In order to achieve net positive operating cash flows and long-term profitability, the Company will need to continue to increase attendance levels significantly compared to aggregate 2021 and the first quarter of 2022. Domestic industry box office grosses increased significantly to approximately $1.4 billion during the first quarter of 2022, compared to the first quarter of 2021 of $0.3 billion, and were approximately 58% of domestic box office grosses of $2.4 billion during the first quarter of 2019. The Company believes the anticipated volume of titles available for theatrical release and the anticipated broad appeal of many of those titles will support increased attendance levels. The Company’s business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. However, there remain significant risks that may negatively impact attendance levels, including a resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about the COVID-19 variant strains, movie studios release schedules and direct to streaming or other changing movie studio practices and consumer behavior. If we are unable to achieve significantly increased levels of attendance and operating revenues, we may be required to obtain additional liquidity. If such additional liquidity were not realized or insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock and other securities would likely suffer a total loss of their investment;
● the impact of the COVID-19 variant strains on us, the motion picture exhibition industry, and the economy in general, including our response to the COVID-19 variant strains and suspension of operations at our theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees;
● risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our financial maintenance and other covenants;
● shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date;
● increased use of alternative film delivery methods including premium video on demand or other forms of entertainment;
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● intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment;
● certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends, pre-pay debt, and also to refinance debt and to do so at favorable terms;
● risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges, and the fair value of the investment in Hycroft common shares and warrants;
● risks relating to motion picture production and performance;
● our lack of control over distributors of films;
● general and international economic, political, regulatory, social and financial market conditions, inflation, and other risks;
● limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives;
● an issuance of preferred stock could dilute the voting power of the common stockholders and adversely affect the market value of our Common Stock;
● limitations on the authorized number of Common Stock shares prevents us from raising additional capital through Common Stock issuances;
● our ability to achieve expected synergies, benefits and performance from our strategic initiatives;
● our ability to refinance our indebtedness on terms favorable to us or at all;
● our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated costs;
● failures, unavailability or security breaches of our information systems;
● our ability to utilize interest expense deductions may be limited annually due to Section 163(j) of the Tax Cuts and Jobs Act of 2017;
● our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability;
● our ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded;
● impact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR;
● review by antitrust authorities in connection with acquisition opportunities;
● risks relating to the incurrence of legal liability, including costs associated with the ongoing securities class action lawsuits;
● dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;
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● increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and pending future domestic privacy laws and regulations;
● supply chain disruptions may negatively impact our operating results;
● the dilution caused by recent and potential future sales of our Common Stock could adversely affect the market price of the Common Stock;
● the market price and trading volume of our shares of Common Stock has been and may continue to be volatile, and purchasers of our securities could incur substantial losses;
● future offerings of debt, which would be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock;
● the geopolitical events, including the threat of political, social, or economic unrest, terrorism, hostilities, cyber-attacks, war, including the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate approximately 100 theatres) have recently agreed to submit simultaneous applications to the NATO alliance as early as May 2022, which could cause a deterioration in the relationship each country has with Russia, or widespread health emergencies, such as the COVID-19 or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;
● anti-takeover protections in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and
● other risks referenced from time to time in filings with the SEC.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties as well as strategic initiatives, see Item 1A. “Risk Factors” of this Form 10-Q, Item 1. “Business” in our Annual Report on Form 10–K for the year ended December 31, 2021, and our other public filings.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10–Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Temporarily Suspended or Limited Operations
Total consolidated revenues increased $637.4 million for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in total consolidated revenues was primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at our theatres in U.S. markets and International markets. As of March 31, 2021, the Company operated at 585 domestic theatres with limited seating capacities, representing approximately 99% of its domestic theatres. As of March 31, 2021, the Company operated at 97 international theatres, with limited seating capacities, representing approximately 27% of its international theatres. During the three months ended March 31, 2022, the Company operated essentially 100% of its U.S. and International theatres.
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Overview
AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. We operate theatres in 12 countries, including the U.S., Europe and Saudi Arabia.
Our theatrical exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales. The balance of our revenues is generated from ancillary sources, including on-screen advertising, fees earned from our AMC Stubs® customer loyalty program, rental of theatre auditoriums, income from gift card and exchange ticket sales, and online ticketing fees. As of March 31, 2022, we owned, operated or had interests in 938 theatres and 10,493 screens.
Box Office Admissions and Film Content
Box office admissions are our largest source of revenue. We predominantly license theatrical films from distributors owned by major film production companies and from independent distributors on a film-by-film and theatre-by-theatre basis. Film exhibition costs are based on a share of admissions revenues and are accrued based on estimates of the final settlement pursuant to our film licenses. These licenses typically state that rental fees are based on the box office performance of each film, though in certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement rate that is fixed. In some European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ticket.
The North American and International industry box offices have been significantly impacted by the COVID-19 pandemic. As a result, film distributors have postponed new film theatrical releases and/or shortened the period of theatrical exclusivity (“the window”). Theatrical releases may continue to be postponed and windows shortened while the box office and film production industry suffers from COVID-19 impacts. As a result of the reduction in theatrical film releases in 2021, we licensed and exhibited a larger number of previously released films that had lower film rental terms during the three months ended March 31, 2021. We have made adjustments to theatre operating hours to align screen availability and associated theatre operating costs with attendance levels for each theatre.
As we continue our recovery from the impacts of the COVID-19 pandemic on our business, our aggregate attendance levels remain significantly behind pre-pandemic levels. However, for the first time since 2019, substantially all of our worldwide theatres were open for the entirety of the third and fourth quarters of 2021 and also the first quarter of 2022.
Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year. Our results of operations may vary significantly from quarter to quarter and from year to year based on the timing and popularity of film releases.
Movie Screens
The following table provides detail with respect to digital delivery, 3D enabled projection, large screen formats, such as IMAX ® and our proprietary Dolby Cinema™, other Premium Large Format (“PLF”) screens, enhanced food and beverage offerings and our premium seating as deployed throughout our circuit:
U.S. Markets
International Markets
Number of Screens
Number of Screens
Number of Screens
Number of Screens
As of
As of
As of
As of
Format
March 31, 2022
March 31, 2021
March 31, 2022
March 31, 2021
IMAX®
185
185
37
37
Dolby Cinema TM
154
153
8
6
Other Premium Large Format ("PLF")
56
55
77
74
Dine-in theatres
729
735
13
8
Premium seating
3,395
3,339
579
531
Guest Amenities
As part of our long-term strategy, we seek to continually upgrade the quality of our theatre circuit through substantial renovations featuring our seating concepts, acquisitions, new builds (including expansions), expansion of food and beverage offerings (including Dine-in Theatres), and by disposing of older screens through closures and sales.
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Our capital allocation strategy will be driven by the cash generation of our business and will be contingent on a required return threshold. We believe we are an industry leader in the development and operation of theatres. Typically, our theatres have 12 or more screens and offer amenities to enhance the movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and premium seat design.
Recliner seating is the key feature of theatre renovations. We believe that maximizing comfort and convenience for our customers will be increasingly necessary to maintain and improve our relevance. These renovations, in conjunction with capital contributions from our landlords, involve stripping theatres to their basic structure in order to replace finishes throughout, upgrading the sight and sound experience, installing modernized points of sale and, most importantly, replacing traditional theatre seats with plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button. As of December 31, 2019, prior to the COVID-19 pandemic, the quality improvement in the customer experience could drive a 33% increase in attendance, on average, at these locations in their first year post-renovation. These increases will only continue post-COVID-19 pandemic if attendance returns to normalized pre-COVID-19 levels. Upon reopening a remodeled theatre, we typically increase the ticket price to reflect the enhanced consumer experience.
As of March 31, 2022, in our U.S. markets, we featured recliner seating in approximately 351 U.S. theatres, including Dine-in Theatres, totaling approximately 3,395 screens and representing 44.0% of total U.S. screens. In our International markets, as of March 31, 2022, we had recliner seating in approximately 90 International theatres, totaling approximately 579 screens and representing 20.8% of total International screens.
Open-source internet ticketing makes our AMC seats (approximately 1.1 million as of March 31, 2022) in all our U.S. theatres and auditoriums for all our showtimes as available as possible, on as many websites as possible. Our tickets are currently on sale either directly or through mobile apps, at our own website and mobile apps and other third-party ticketing vendors.
Food and beverage sales are our second largest source of revenue after box office admissions. We offer enhanced food and beverage products that include meals, healthy snacks, premium liquor, beer and wine options, and other gourmet products. Our long-term growth strategy calls for investment across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage menu improvements to the expansion of our Dine-in Theatre brand. As a result of the COVID-19 pandemic, we have streamlined our concession menus to focus on our best-selling products and expanded cashless transactions technology through the deployment of mobile ordering, all in an effort to reduce the number of touch-points between guests and employees. We have also upgraded our Coca Cola Freestyle beverage software to allow guests to dispense drinks without the need to utilize the machine’s touch screen using the Coca-Cola Freestyle app.
We currently operate 51 Dine-In Theatres in the U.S. and three Dine-In Theatres in Europe that deliver chef-inspired menus with seat-side or delivery service to luxury recliners with tables. Our recent Dine-In Theatre concepts are designed to capitalize on the latest food service trend, the fast and casual eating experience.
Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to engage our legal age customers. As of March 31, 2022, we offer alcohol in approximately 350 AMC theatres in the U.S. markets and 241 theatres in our International markets and continue to explore expansion globally.
Loyalty Programs and Other Marketing
In our U.S. markets, we begin the process of engagement with AMC Stubs®, our customer loyalty program, which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features a paid tier called AMC Stubs Premiere™ for a flat annual membership fee and a non-paid tier called AMC Stubs Insider™. Both programs reward loyal guests for their patronage of AMC theatres. Rewards earned are redeemable on future purchases at AMC locations.
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recorded as revenues along with associated cost of goods. We estimate point breakage in assigning value to the points at the time of sale based on historical trends. The program’s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recorded as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A
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portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recorded as the rights are redeemed or expire.
AMC Stubs® A-List is our monthly subscription-based tier of our AMC Stubs® loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies from $19.95 to $23.95 per month depending upon geographic market. AMC Stubs® A-List also includes premium offerings including IMAX®, Dolby Cinema™ at AMC, RealD, Prime and other proprietary PLF brands. AMC Stubs® A-List members can book tickets online in advance and select specific seats at AMC Theatres with reserved seating. Upon the temporary suspension of theatre operations due to the COVID-19 pandemic, all monthly A-List subscription charges were put on hold. As we reopened theatres, A-List members had the option to reactivate their subscription, which restarted the monthly charge for the program.
As of March 31, 2022, we had more than 25,700,000 member households enrolled in AMC Stubs® A-List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs, combined. Our AMC Stubs® members represented approximately 41% of AMC U.S. markets attendance during the three months ended March 31, 2022. Our large database of identified movie-goers also provides us with additional insight into our customers’ movie preferences. This enables us to have a larger, more personalized and targeted marketing effort.
In our International markets, we currently have loyalty programs in the major territories in which we operate. The movie-goers can earn points for spending money at the theatre, and those points can be redeemed for tickets and concession items at a later date. We currently have more than 13,100,000 members in our various International loyalty programs.
Our marketing efforts are not limited to our loyalty program as we continue to improve our customer connections through our website and mobile apps and expand our online and movie offerings. We upgraded our mobile applications across the U.S. circuit with the ability to order food and beverage offerings via our mobile applications while ordering tickets ahead of scheduled showtimes. Our mobile applications also include AMC Theatres On Demand, a service for members of the AMC Stubs® loyalty program that allows them to rent or buy movies.
In response to the COVID-19 pandemic, AMC’s robust online and mobile platforms in our U.S. markets offer customers the safety and convenience of enhanced social distancing by allowing them to purchase tickets and concession items online, avoid the ticket line, and limit other high-touch interactions with AMC employees and other guests. Online and mobile platforms are also available in our International markets.
Critical Accounting Estimate
Hycroft common stock and warrants fair value measurement . On March 14, 2022, we purchased 23.4 million units of Hycroft, with each unit consisting of one common share of Hycroft and one common share purchase warrant. The units were priced at $1.193 per unit. We elected the fair value option in accordance with ASC 825-10, and therefore, the fair value of the investment in common stock of Hycroft is remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. During the three months ended March 31, 2022, we recorded appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $35.1 million in investment income following ASC 815, which fall under Level 3 within the fair value measurement hierarchy and appreciation in estimated fair value of our investment in common shares of Hycroft of $28.8 million in investment income, which fall under Level 1 within the fair value measurement hierarchy.
Critical estimates. There is considerable management judgment with respect to volatility used in determining fair value of the warrants that is used by management in performing the fair value measurement. Such judgments and estimates include selecting a group of comparable companies in the mining industry.
Assumptions and judgment. Our valuation methodology for the fair value measurements requires management to make judgments and assumptions based on comparable companies to include in the historical volatility input.
Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates, which fall under Level 3 within the fair value measurement hierarchy.
For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual
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Report on Form 10-K. Other than as discussed above, there have been no material changes from critical accounting estimates described in our Form 10-K.
Significant Events
Investment in Hycroft. On March 14, 2022, we purchased 23.4 million units of Hycroft Mining Holding Corporation (NASDAQ: HYMC) (“Hycroft”) for $27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant. The units were priced at $1.193 per unit. Each warrant is exercisable for one common share of Hycroft at a price of $1.068 per share over a 5-year term through March 2027. We account for the common shares of Hycroft under the equity method and we have elected the fair value option in accordance with ASC 825-10. We account for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. During the three months ended March 31, 2022, the Company recorded unrealized gains related to the investment in Hycroft of $63.9 million in investment income. See Note 9 — Fair Value Measurements in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I in this Form 10-Q for further information.
Debt refinancing. We enhanced liquidity through debt refinancing at lower interest rates. On February 14, 2022, we issued $950.0 million aggregate principal amount of our 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture, dated as of February 14, 2022, among us, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent. We used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $500 million aggregate principal amount of our 10.5% First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $300 million aggregate principal amount of our 10.5% First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then outstanding $73.5 million aggregate principal amount of our 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (“First Lien Toggle Notes due 2026”) and to pay related accrued interest, fees, costs, premiums and expenses. We recorded a loss on debt extinguishment related to this transaction of $135.0 million in other expense, during the three months ended March 31, 2022.
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Operating Results
The following table sets forth our consolidated revenues, operating costs and expenses:
Three Months Ended
(In millions)
March 31, 2022
March 31, 2021
% Change
Revenues
Admissions
$
443.8
$
69.5
*
%
Food and beverage
252.5
50.1
*
%
Other theatre
89.4
28.7
*
%
Total revenues
785.7
148.3
*
%
Operating Costs and Expenses
Film exhibition costs
189.8
22.0
*
%
Food and beverage costs
42.6
9.7
*
%
Operating expense, excluding depreciation and amortization below
344.8
179.7
91.9
%
Rent
223.2
192.1
16.2
%
General and administrative:
Merger, acquisition and other costs
0.4
6.7
(94.0)
%
Other, excluding depreciation and amortization below
53.1
51.8
2.5
%
Depreciation and amortization
98.7
114.1
(13.5)
%
Operating costs and expenses
952.6
576.1
65.4
%
Operating loss
(166.9)
(427.8)
(61.0)
%
Other expense (income):
Other expense (income)
136.3
(17.4)
*
%
Interest expense:
Corporate borrowings
82.0
151.5
(45.9)
%
Finance lease obligations
1.2
1.4
(14.3)
%
Non-cash NCM exhibitor service agreement
9.2
9.9
(7.1)
%
Equity in loss of non-consolidated entities
5.1
2.8
82.1
%
Investment income
(63.4)
(2.0)
*
%
Total other expense, net
170.4
146.2
16.6
%
Net loss before income taxes
(337.3)
(574.0)
(41.2)
%
Income tax provision (benefit)
0.1
(6.8)
*
%
Net loss
(337.4)
(567.2)
(40.5)
%
Less: Net loss attributable to noncontrolling interests
—
(0.3)
(100.0)
%
Net loss attributable to AMC Entertainment Holdings, Inc.
$
(337.4)
$
(566.9)
(40.5)
%
* Percentage change in excess of 100%
Three Months Ended
March 31,
March 31,
Operating Data:
2022
2021
Screen additions
7
32
Screen acquisitions
30
—
Screen dispositions
118
63
Construction openings (closures), net
12
6
Average screens (1)
10,099
6,724
Number of screens operated
10,493
8,329
Number of theatres operated
938
682
Total number of circuit screens
10,493
10,518
Total number of circuit theatres
938
945
Screens per theatre
11.2
11.1
Attendance (in thousands) (1)
39,075
6,797
(1) Includes consolidated theatres only and excludes screens offline due to construction and temporary suspension of operations as consequence of the COVID-19 pandemic.
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Segment Operating Results
The following table sets forth our revenues, operating costs and expenses by reportable segment:
U.S. Markets
International Markets
Consolidated
Three Months Ended
Three Months Ended
Three Months Ended
March 31,
March 31,
March 31,
(In millions)
2022
2021
2022
2021
2022
2021
Revenues
Admissions
$
310.8
$
64.9
$
133.0
$
4.6
$
443.8
$
69.5
Food and beverage
194.0
47.6
58.5
2.5
252.5
50.1
Other theatre
58.3
24.7
31.1
4.0
89.4
28.7
Total revenues
563.1
137.2
222.6
11.1
785.7
148.3
Operating Costs and Expenses
Film exhibition costs
138.7
20.2
51.1
1.8
189.8
22.0
Food and beverage costs
28.7
8.5
13.9
1.2
42.6
9.7
Operating expense
241.0
142.0
103.8
37.7
344.8
179.7
Rent
166.3
136.5
56.9
55.6
223.2
192.1
General and administrative expense:
Merger, acquisition and other costs
0.2
3.7
0.2
3.0
0.4
6.7
Other, excluding depreciation and amortization below
35.2
36.0
17.9
15.8
53.1
51.8
Depreciation and amortization
75.6
86.4
23.1
27.7
98.7
114.1
Operating costs and expenses
685.7
433.3
266.9
142.8
952.6
576.1
Operating loss
(122.6)
(296.1)
(44.3)
(131.7)
(166.9)
(427.8)
Other expense (income):
Other expense (income)
133.7
(3.5)
2.6
(13.9)
136.3
(17.4)
Interest expense:
Corporate borrowings
63.2
143.0
18.8
8.5
82.0
151.5
Finance lease obligations
0.1
0.2
1.1
1.2
1.2
1.4
Non-cash NCM exhibitor service agreement
9.2
9.9
—
—
9.2
9.9
Equity in loss of non-consolidated entities
0.3
0.9
4.8
1.9
5.1
2.8
Investment income
(63.4)
(2.0)
—
—
(63.4)
(2.0)
Total other expense (income), net
143.1
148.5
27.3
(2.3)
170.4
146.2
Net loss before income taxes
(265.7)
(444.6)
(71.6)
(129.4)
(337.3)
(574.0)
Income tax provision (benefit)
0.1
(4.5)
—
(2.3)
0.1
(6.8)
Net loss
(265.8)
(440.1)
(71.6)
(127.1)
(337.4)
(567.2)
Less: net loss attributable to noncontrolling interests
—
—
—
(0.3)
—
(0.3)
Net loss attributable to AMC Entertainment Holdings, Inc.
$
(265.8)
$
(440.1)
$
(71.6)
$
(126.8)
$
(337.4)
$
(566.9)
U.S. Markets
International Markets
Consolidated
Three Months Ended
Three Months Ended
Three Months Ended
March 31,
March 31,
March 31,
2022
2021
2022
2021
2022
2021
Segment Operating Data:
Screen additions
—
31
7
1
7
32
Screen acquisitions
30
—
—
—
30
—
Screen dispositions
88
23
30
40
118
63
Construction openings (closures), net
12
6
—
—
12
6
Average screens (1)
7,622
6,390
2,477
334
10,099
6,724
Number of screens operated
7,709
7,609
2,784
720
10,493
8,329
Number of theatres operated
587
585
351
97
938
682
Total number of circuit screens
7,709
7,682
2,784
2,836
10,493
10,518
Total number of circuit theatres
587
590
351
355
938
945
Screens per theatre
13.1
13.0
7.9
8.0
11.2
11.1
Attendance (in thousands) (1)
25,792
6,239
13,283
558
39,075
6,797
(1) Includes consolidated theatres only and excludes screens offline due to construction and temporary suspension of operations as consequence of the COVID-19 pandemic.
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Adjusted EBITDA
We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from other equity method investees. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
During the three months ended March 31, 2022, Adjusted EBITDA in the U.S. markets was $(43.4) million compared to $(200.4) million during the three months ended March 31, 2021. The year-over-year improvement was primarily due to the decreased net loss driven by an increase in attendance primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at our theatres, deterred customers from attending our theatres when we resumed operations, and prompted film distributors to delay or alternatively distribute films and lifting of seat restrictions, decreases in general and administrative expenses excluding stock-based compensation, and increased cash distributions from AC JV, partially offset by increases in operating costs due to the increase in attendance, increases in rent expense and decreases in government assistance. During the three months ended March 31, 2022, Adjusted EBITDA in the International markets was $(18.3) million compared to $(94.3) million during the three months ended March 31, 2021. The year-over-year improvement was primarily due to the decreased net loss driven by an increase in attendance primarily due to the COVID-19 pandemic impact on the prior year and lifting of seat restrictions, and decreases in general and administrative expenses excluding stock-based compensation, partially offset by increases in operating costs due to the increase in attendance, increases in rent expense, and decreases in government assistance. During the three months ended March 31, 2022, Adjusted EBITDA in the U.S. markets and International markets was $(61.7) million compared to $(294.7) million during the three months ended March 31, 2021, driven by the aforementioned factors impacting Adjusted EBITDA.
The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:
Three Months Ended
Adjusted EBITDA (In millions)
March 31, 2022
March 31, 2021
U.S. markets
$
(43.4)
$
(200.4)
International markets
(18.3)
(94.3)
Total Adjusted EBITDA
$
(61.7)
$
(294.7)
Three Months Ended
(In millions)
March 31, 2022
March 31, 2021
Net loss
$
(337.4)
$
(567.2)
Plus:
Income tax provision (benefit)
0.1
(6.8)
Interest expense
92.4
162.8
Depreciation and amortization
98.7
114.1
Certain operating expense (1)
2.3
2.3
Equity in loss of non-consolidated entities
5.1
2.8
Cash distributions from non-consolidated entities (2)
0.7
0.3
Attributable EBITDA (3)
0.2
(0.8)
Investment income (4)
(63.4)
(2.0)
Other expense (income) (5)
139.8
(4.8)
Other non-cash rent benefit (6)
(7.1)
(7.5)
General and administrative — unallocated:
Merger, acquisition and other costs (7)
0.4
6.7
Stock-based compensation expense (8)
6.5
5.4
Adjusted EBITDA
$
(61.7)
$
(294.7)
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(1) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets and other non-operating gains or losses included in operating expenses. We have excluded these items as they are non-cash in nature or are non-operating in nature.
(2) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. We believe including cash distributions is an appropriate reflection of the contribution of these investments to our operations.
(3) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of our equity in (earnings) loss of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where we hold a significant market share, we believe attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. We also provide services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program.
Three Months Ended
(In millions)
March 31, 2022
March 31, 2021
Equity in loss of non-consolidated entities
$
5.1
$
2.8
Less:
Equity in loss of non-consolidated entities excluding International theatre joint ventures
0.3
1.2
Equity in loss of International theatre joint ventures
(4.8)
(1.6)
Income tax benefit
—
(0.2)
Impairment of long-lived assets
4.2
—
Depreciation and amortization
0.8
0.9
Other expense
—
0.1
Attributable EBITDA
$
0.2
$
(0.8)
(4) Investment income during the three months ended March 31, 2022 includes appreciation in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation of $28.8 million and appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holdings Corporation of $35.1 million.
(5) Other expense during the three months ended March 31, 2022, included loss on debt extinguishment of $135.0 million and foreign currency transaction losses of $4.8 million. During the three months ended March 31, 2021, other expense (income) included foreign currency transaction gains of $3.8 million and estimated credit income of $2.0 million related to decreases in contingent lease guarantees, partially offset by financing fees of $1.0 million primarily related to deferred financing cost write-off for the Odeon revolving credit facility.
(6) Reflects amortization expense for certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842, Leases and deferred rent benefit related to the impairment of right-of-use operating lease assets.
(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.
(8) Non-cash expense included in general and administrative: other.
Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:
● does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;
● does not reflect changes in, or cash requirements for, our working capital needs;
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● does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments on our debt;
● excludes income tax payments that represent a reduction in cash available to us; and
● does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.
Segment Information
Our historical results of operations for the three months ended March 31, 2022 and March 31, 2021 reflect the results of operations for our two theatrical exhibition reportable segments, U.S. markets and International markets.
Results of Operations— For the Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021
Condensed Consolidated Results of Operations
Revenues. Total revenues increased $637.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Admissions revenues increased $374.3 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to an increase in attendance from 6.8 million patrons to 39.1 million patrons and a 11.1% increase in average ticket price. The increase in attendance was primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at our theatres in U.S. markets and International markets, deterred customers from attending our theatres when we resumed operations, and prompted film distributors to delay or alternatively distribute films. The increase in average ticket price was primarily due to strategic pricing initiatives put in place over the prior year, increases in IMAX and Premium content and lower frequency on our A-List subscription program, partially offset by a decrease in foreign currency translation rates.
Food and beverage revenues increased $202.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance, partially offset by the decrease in food and beverage per patron. Food and beverage per patron decreased 12.3% from $7.37 to $6.46 due primarily to an increase in revenues in International markets as a percentage of consolidated revenues from 5% during the three months ended March 31, 2021 to 23.2% during the three months ended March 31, 2022. Food and beverage per patron in International markets is much lower in our International markets than in our U.S. markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron along with a decrease in foreign currency translation rates. The higher number of private theatre rentals in the prior year resulted in larger party sizes and larger individual orders.
Total other theatre revenues increased $60.7 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to increases in ticket fees, income from gift cards and package tickets and screen advertising due to the increase in attendance, partially offset by the decrease in foreign currency translation rates.
Operating costs and expenses. Operating costs and expenses increased $376.5 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Film exhibition costs increased $167.8 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance. As a percentage of admissions revenues, film exhibition costs were 42.8% for the three months ended March 31, 2022, compared to 31.7% for the three months ended March 31, 2021. The increase in film exhibition cost percentage is primarily due to the concentration of box office revenues in higher grossing films in the current year and higher amounts of library content in the prior year, which typically results in higher film exhibition costs. Additionally, lower film exhibition costs were paid on films with shorter exclusive theatrical windows in the prior year.
Food and beverage costs increased $32.9 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 16.9% for the three months ended March 31, 2022 and 19.4% for the three months ended March 31, 2021. Food and beverage
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costs included $1.3 million of charges for obsolete inventory during the three months ended March 31, 2021, due to the suspension of theatre operations.
As a percentage of revenues, operating expense was 43.9% for the three months ended March 31, 2022, and was not meaningful for the three months ended March 31, 2021 due to the very low levels of attendance in the prior year. Rent expense increased 16.2%, or $31.1 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, due primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially offset by theatre closures and the decrease in foreign currency translation rates. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information on the impact of COVID-19 on leases and rent obligations of approximately $271.7 million that have been deferred to future years as of March 31, 2022.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.4 million during the three months ended March 31, 2022, compared to $6.7 million during the three months ended March 31, 2021, primarily due to higher legal and professional costs in the prior year.
Other. Other general and administrative expense increased 2.5%, or $1.3 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.
Depreciation and amortization. Depreciation and amortization decreased 13.5%, or $15.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to lower depreciation expense on theatres impaired during years ended December 31, 2020 and December 31, 2021 and the decrease in foreign currency translation rates.
Other expense (income). Other expense of $136.3 million during the three months ended March 31, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026. Other income of $17.4 million during the three months ended March 31, 2021 was primarily due to $12.4 million in government assistance related to COVID-19, foreign currency transaction gains of $3.8 million, and estimated credit income of $2.0 million related to decreases in contingent lease guarantees, partially offset by $1.0 million of financing fees related to the write-off of unamortized deferred charges on the Odeon revolver. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense decreased $70.4 million to $92.4 million for the three months ended March 31, 2022 compared to $162.8 million during the three months ended March 31, 2021 primarily due to:
● the conversion of $600.0 million 2.95% Convertible Notes due 2026 to 44,422,860 Common Shares on January 27, 2021 that resulted in the write-off to interest expense of $70.0 million of unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1;
● the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;
● the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022;
● the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026; and
● the decline in foreign currency translation rates,
partially offset by:
● the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022; and
● the issuance of £140.0 million and €296.0 million 10.75%/11.25% Cash/PIK Term Loans due 2023 on February 19, 2021.
Equity in loss of non-consolidated entities. Equity in loss of non-consolidated entities was $5.1 million for the three months ended March 31, 2022, compared to $2.8 million for the three months ended March 31, 2021. The increase in equity in loss of $2.3 million was primarily due to increases in equity in losses from Saudi Cinema Company, LLC of $4.2 million.
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Investment income. Investment income was $63.4 million for the three months ended March 31, 2022, compared to investment income of $2.0 million for the three months ended March 31, 2021. Investment income in the current year includes $28.8 million of appreciation in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $35.1 million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation.
Income tax provision (benefit). The income tax provision (benefit) was $0.1 million and $(6.8) million for the three months ended March 31, 2022 and March 31, 2021, respectively. See Note 8 — Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
Net loss. Net loss was $337.4 million and $567.2 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Net loss during the three months ended March 31, 2022 compared to net loss for the three months ended March 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film releases in connection with the reopening of theatres in the current year that had been temporarily closed due to the COVID-19 pandemic and lifting of seating restrictions, decreases in general and administrative expenses, decreases in depreciation and amortization expense, decreases in interest expense, increases in investment income and decreases in foreign currency translation rates, partially offset by increases in rent expense, increases in other expense, and a decrease in income tax benefit.
Theatrical Exhibition–U.S. Markets
Revenues. Total revenues increased $425.9 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Admissions revenues increased $245.9 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to an increase in attendance from 6.2 million patrons to 25.8 million patrons and a 15.8% increase in average ticket price. The increase in attendance was primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at our theatres in U.S. markets, deterred customers from attending our theatres when we resumed operations, and prompted film distributors to delay or alternatively distribute films. The increase in average ticket price was primarily due to strategic pricing initiatives put in place over the prior year, increases in IMAX and Premium content and lower frequency on our A-List subscription program.
Food and beverage revenues increased $146.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance and partially offset by the decrease in food and beverage per patron. Food and beverage per patron decreased 1.4% from $7.63 to $7.52 due primarily to decreases in units sold per transaction due to the decline in private theatre rentals from the prior year, partially offset by the percentage of patrons making purchases, a shift toward larger sizes and higher priced items, and reduced loyalty program penetration. The higher number of private theatre rentals in the prior year resulted in larger party sizes and larger individual orders.
Total other theatre revenues increased $33.6 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to increases in ticket fees, income from gift cards and package tickets and screen advertising due to the increase in attendance.
Operating costs and expenses. Operating costs and expenses increased $252.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Film exhibition costs increased $118.5 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance. As a percentage of admissions revenues, film exhibition costs were 44.6% for the three months ended March 31, 2022 and 31.1% for the three months ended March 31, 2021. The increase in film exhibition cost percentage is primarily due to the concentration of box office revenues in higher grossing films in the current year and higher amounts of library content in the prior year, which typically results in higher film exhibition costs. Additionally, lower film exhibition costs were paid on films with shorter exclusive theatrical windows in the prior year.
Food and beverage costs increased $20.2 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 14.8% for the three months ended March 31, 2022, compared to 17.9% for the three months ended March 31, 2021. Food and beverage costs included $0.5 million of charges for obsolete inventory during the three months ended March 31, 2021, due to the suspension of theatre operations.
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As a percentage of revenues, operating expense was 42.8% for the three months ended March 31, 2022 and was not meaningful for the three months ended March 31, 2021 due to the very low levels of attendance in the prior year. Rent expense increased 21.8%, or $29.8 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, due primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially offset by theatre closures. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information on the impact of COVID-19 on leases and rent obligations of approximately $221.5 million that have been deferred to future years as of March 31, 2022.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.2 million during the three months ended March 31, 2022, compared to $3.7 million during the three months ended March 31, 2021, primarily due to higher legal and professional costs in the prior year.
Other. Other general and administrative expense decreased 2.2%, or $0.8 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.
Depreciation and amortization. Depreciation and amortization decreased 12.5%, or $10.8 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to lower depreciation expense on theatres impaired during years ended December 31, 2020 and December 31, 2021.
Other expense (income). Other expense of $133.7 million during the three months ended March 31, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026. Other income of $3.5 million during the three months ended March 31, 2021 was primarily due to $4.2 million in government assistance related to COVID-19 and foreign currency transaction loss of $0.9 million. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense decreased $80.6 million to $72.5 million for the three months ended March 31, 2022 compared to $153.1 million during the three months ended March 31, 2021, primarily due to:
● the conversion of $600.0 million 2.95% Convertible Notes due 2026 to 44,422,860 Common Shares on January 27, 2021 that resulted in the write-off to interest expense of $71.0 million of unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1;
● the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;
● the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022; and
● the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle second Lien Notes due 2026,
partially offset by:
● the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022.
Equity in loss of non-consolidated entities. Equity in loss of non-consolidated entities was $0.3 million for the three months ended March 31, 2022, compared to $0.9 million for the three months ended March 31, 2021.
Investment income. Investment income was $63.4 million for the three months ended March 31, 2022, compared to investment income of $2.0 million for the three months ended March 31, 2021. Investment income in the current year includes $28.8 million of appreciation in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $35.1 million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation.
Income tax provision (benefit). The income tax provision (benefit) was $0.1 million and $(4.5) million for the three months ended March 31, 2022 and March 31, 2021, respectively. See Note 8 — Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
Net loss. Net loss was $265.8 million and $440.1 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Net loss during the three months ended March 31, 2022 compared to net loss for the three
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months ended March 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film releases in connection with the reopening of theatres in the current year that had been temporarily closed due to the COVID-19 pandemic and lifting of seating restrictions, decreases in general and administrative expenses, decreases in depreciation and amortization expense, decreases in interest expense and increases in investment income, partially offset by increases in rent expense, increases in other expense, and a decrease in income tax benefit.
Theatrical Exhibition - International Markets
Revenues. Total revenues increased $211.5 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Admissions revenues increased $128.4 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to an increase in attendance from 0.6 million patrons to 13.3 million patrons and a 21.5% increase in average ticket price. The increase in attendance was primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at our theatres in International markets, deterred customers from attending our theatres when we resumed operations, and prompted film distributors to delay or alternatively distribute films. The increase in average ticket price was primarily due to strategic pricing initiatives put in place over the prior year, partially offset by a decrease in foreign currency translation rates.
Food and beverage revenues increased $56.0 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance, partially offset by the decrease in food and beverage per patron. Food and beverage per patron decreased 1.8% from $4.48 to $4.40 due primarily to decreases in foreign currency translation rates.
Total other theatre revenues increased $27.1 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to increases in ticket fees, income from gift cards and package tickets and screen advertising due to the increase in attendance, partially offset by the decrease in foreign currency translation rates.
Operating costs and expenses. Operating costs and expenses increased $124.1 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Film exhibition costs increased $49.3 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the increase in attendance. As a percentage of admissions revenues, film exhibition costs were 38.4% for the three months ended March 31, 2022, compared to 39.1% for the three months ended March 31, 2021.
Food and beverage costs increased $12.7 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 23.8% for the three months ended March 31, 2022, compared to 48.0% for the three months ended March 31, 2021. Food and beverage costs included $0.8 million of charges for obsolete inventory during the three months ended March 31, 2021, due to the temporary suspension of theatre operations.
As a percentage of revenues, operating expense was 46.6% for the three months ended March 31, 2022, and was not meaningful for the three months ended March 31, 2021 due to the very low levels of attendance in the prior year. Rent expense increased 2.3%, or $1.3 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, due primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially offset by theatre closures and the decrease in foreign currency translation rates. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information on the impact of COVID-19 on leases and rent obligations of approximately $50.2 million that have been deferred to future years as of March 31, 2022.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.2 million during the three months ended March 31, 2022, compared to $3.0 million during the three months ended March 31, 2021, primarily due to legal and professional costs related to strategic contingency planning in the prior year.
Other. Other general and administrative expense increased 13.3%, or $2.1 million, during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. See Note 7—Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.
Depreciation and amortization. Depreciation and amortization decreased 16.6%, or $4.6 million, during the
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three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to lower depreciation expense on theatres impaired during years ended December 31, 2020 and December 31, 2021 and the decrease in foreign currency translation rates.
Other expense (income). Other expense of $2.6 million during the three months ended March 31, 2022 was primarily due to $4.8 million of foreign currency transaction losses, partially offset by $2.3 million in government assistance. Other income of $13.9 million during the three months ended March 31, 2021 was primarily due to $8.2 million in government assistance related to COVID-19, foreign currency transaction gains of $4.7 million, and estimated credit income of $2.0 million related to decreases in contingent lease guarantees, partially offset by $1.0 million of financing fees related to the write-off of unamortized deferred charges on the Odeon revolver. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense increased $10.2 million to $19.9 million for the three months ended March 31, 2022 compared to $9.7 million during the three months ended March 31, 2021, primarily due to:
● the issuance of £140.0 million and €296.0 million 10.75%/11.25% Cash/PIK Term Loans due 2023 on February 19, 2021,
partially offset by:
● the decline in foreign currency translation rates.
Equity in loss of non-consolidated entities. Equity in loss of non-consolidated entities was $4.8 million for the three months ended March 31, 2022, compared to $1.9 million for the three months ended March 31, 2021. The increase in equity in loss of $2.9 million was primarily due to increases in equity in losses from Saudi Cinema Company, LLC of $4.2 million.
Income tax provision (benefit). The income tax provision (benefit) was $0.0 million and $(2.3) million for the three months ended March 31, 2022 and March 31, 2021, respectively. See Note 8 — Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
Net loss. Net loss was $71.6 million and $127.1 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Net loss during the three months ended March 31, 2022 compared to net loss for the three months ended March 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film releases in connection with the reopening of theatres in the current year that had been temporarily closed due to the COVID-19 pandemic and lifting of seating restrictions, decreases in general and administrative expenses, decreases in depreciation and amortization expense and decreases in foreign currency translation rates, partially offset by increases in rent expense, increases in other expense, increases in interest expense and a decrease in income tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated revenues are primarily collected in cash, principally through box office admissions and food and beverage sales. Prior to the impact of COVID-19 on our business, we had an operating “float” which partially financed our operations and which generally permitted us to maintain a smaller amount of working capital capacity. This float existed because admissions revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of box office admissions revenues. As attendance and revenues increase, we are starting to see this float resume. Film distributors generally release the films which they anticipate will be the most successful during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such periods.
We had working capital surplus (deficit) (excluding restricted cash) as of March 31, 2022 and December 31, 2021 of $(285.0) million and $54.6 million, respectively. As of March 31, 2022 and December 31, 2021, working capital included operating lease liabilities of $597.1 million and $605.2 million, respectively, and deferred revenues of $379.8 million and $408.6 million, respectively. As of March 31, 2022, we had $211.1 million unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility. As of December 31, 2021, we had $209.1 million unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility. See Note 6—Corporate Borrowings and Finance Lease Obligations in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a further discussion of our Financial Covenants.
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As of March 31, 2022, we had cash and cash equivalents of approximately $1.2 billion. In response to the COVID-19 pandemic, we adjusted certain elements of our business strategy and took significant steps to preserve cash. We are continuing to take measures to further strengthen our financial position and enhance our operations, by minimizing non-essential costs, including reductions to our variable costs and elements of our fixed cost structure, introducing new initiatives, and optimizing our theatrical footprint.
Additionally, we enhanced future liquidity through debt refinancing at lower interest rates. See Note 6 — Corporate Borrowings and Finance Lease Obligations in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
Our net cash used in operating activities improved by $79.1 million during the three months ended June 30, 2021 compared to the three months ended March 31, 2021, $119.9 million during the three months ended September 30, 2021 compared to the three months ended June 30, 2021, and $160.4 million during the three months ended December 31, 2021 compared to the three months ended September 30, 2021. Our net cash provided by (used in) operating activities deteriorated by $341.5 million during the three months ended March 31, 2022 compared to the three months ended December 31, 2021 from $46.5 million to $(295.0) million. The decline in net cash provided by operating activities from the three months ended December 31, 2021 to the three months ended March 31, 2022 was primarily attributable to a decrease in attendance and increase in net loss and increases in seasonal working capital uses as we paid for the strong late fourth quarter 2021 results in early first quarter of 2022. We will also continue to repay rent amounts that were deferred during the COVID-19 pandemic, which will increase our cash outflows from operating activities. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I in this Form 10-Q for a summary of the estimated future repayment terms for the remaining $271.7 million of rentals that were deferred during the COVID-19 pandemic.
Our net cash used in investing activities of $54.9 million included $34.8 million of capital expenditures and $27.9 million of investments in non-consolidated entities, partially offset by proceeds from the disposition of long-term assets of $7.2 million during the three months ended March 31, 2022.
Our net cash used in financing activities of $76.3 million included principal and premium payments of $955.7 million, taxes paid for restricted unit withholdings of $52.2 million, and cash used to pay for deferred financing costs of $17.7 million, partially offset by proceeds from our debt issuance of $950.0 million, during the three months ended March 31, 2022.
We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations, satisfy our obligations, including cash outflows for increased rent and planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility and Odeon Term Loan Facility for at least the next 12 months. In order to achieve net positive operating cash flows and long-term profitability, we believe we will need to increase attendance levels significantly compared to 2021 and achieve levels in line with pre COVID-19 attendance. We believe the global re-opening of our theatres, the anticipated volume of titles available for theatrical release, and the anticipated broad appeal of many of those titles will support increased attendance levels. We believe that the sequential increases in attendance experienced each quarter of 2021 are positive signs of continued demand for the moviegoing experience. Our business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. However, there remain significant risks that may negatively impact attendance, including a resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about the COVID-19 variant strains, movie studios release schedules and direct to streaming or other changing movie studio practices.
We entered the Ninth Amendment to the Credit Agreement, dated as of March 8, 2021, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended from March 31, 2022 to March 31, 2023 by the Eleventh Amendment, dated as of December 20, 2021, as described, and on the terms and conditions specified, therein. We are currently subject to minimum liquidity requirements of approximately $143 million, of which $100 million is required under the conditions for the Extended Covenant Suspension Period, as amended, under the Senior Secured Revolving Credit Facility, and £32.5 million (approximately $43 million) of which is required under the Odeon Term Loan Facility. Following the expiration of the Extended Covenant Suspension Period ending March 31, 2023, we will be subject to the financial covenant under the Senior Secured Revolving Credit Facility as of the last day of each quarter on which the aggregate principal amount of revolving loans and letters of credit (excluding letters of credit that are cash collateralized) in excess of $25 million outstanding under the Senior Secured Revolving Credit Facility exceeds 35% of the principal
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amount of commitments under the Senior Secured Revolving Credit facility then in effect, beginning with the quarter ending June 30, 2023. We currently expect we will be able to comply with this financial covenant; however, we do not anticipate the need to borrow under the Senior Secured Revolving Credit Facility during the next twelve months.
We received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic during the years 2021 and 2020. These concessions primarily consisted of rent abatements and the deferral of rent payments. As a result, deferred lease amounts were approximately $271.7 million as of March 31, 2022. Our cash expenditures for rent increased significantly during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I in this Form 10-Q for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19, and also a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts.
It is very difficult to estimate our liquidity requirements, future cash burn rates and future attendance levels. Depending on our assumptions regarding the timing and ability to achieve significantly increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly. In order to achieve net positive operating cash flows and long-term profitability, we believe we will need to increase attendance levels significantly compared to 2021 and achieve levels in line with pre COVID-19 attendance. While our current cash burn rates have improved, these levels are not sustainable. Further, we cannot accurately predict what future changes may occur to the supply or release date of movie titles available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can we know with certainty the impact on consumer movie-going behavior of studios who may choose to release movies to theatrical exhibition and their streaming platforms on the same date, or the potential attendance impact of other studio decisions to accelerate in home availability of their theatrical movies. Studio negotiations regarding evolving theatrical release models and film licensing terms are ongoing. There can be no assurance that the attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to the unknown magnitude and duration of the COVID-19 pandemic. Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of these financial statements on terms acceptable to us or at all. If we are unable to maintain or renegotiate our minimum liquidity covenant requirements, it could have a significant adverse effect on our business, financial condition and operating results.
Cash Flows from Operating Activities
Cash flows used in operating activities, as reflected in the condensed consolidated statements of cash flows, were $295.0 million and $312.9 million during the three months ended March 31, 2022 and March 31, 2021, respectively. The decrease in cash flows used in operating activities was primarily due to the increase in attendance and decrease in net loss, partially offset by increased working capital used during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 and an increase in cash paid for interest. We will also continue to repay rent amounts that were deferred during the COVID-19 pandemic, which will increase cash outflows from operating activities. See Note 2—Leases in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I in this Form 10-Q for a summary of the estimated future repayment terms for the remaining $271.7 million of rentals that were deferred during the COVID-19 pandemic.
Cash Flows from Investing Activities
Cash flows used in investing activities, as reflected in the condensed consolidated statements of cash flows, were $54.9 million and $16.0 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Cash outflows from investing activities include capital expenditures of $34.8 million and $11.9 million during the three months ended March 31, 2022 and March 31, 2021, respectively. During the three months ended March 31, 2022, cash flows used in investing activities included investment in Hycroft common stock for $25.0 million, investment in Hycroft warrants for $2.9 million, and proceeds from the disposition of long-term assets of $7.2 million related to one property and other assets.
During the three months ended March 31, 2021, cash flows used in investing activities included proceeds from the disposition of assets of $5.2 million, primarily related to the sale of our remaining interest in one of the Baltic’s theatres located in Estonia of $3.8 million and proceeds received from the disposition of one property of $1.4 million. During the three months ended March 31, 2021, we made an additional investment of $9.3 million in Saudi Cinema Company LLC.
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We fund the costs of constructing, maintaining and remodeling our theatres through existing cash balances, cash generated from operations, landlord contributions, or borrowed funds, as necessary. We generally lease our theatres pursuant to long-term non-cancelable operating leases, which may require the developer, who owns the property, to reimburse us for the construction costs. We estimate that our capital expenditures, net of landlord contributions, will be approximately $150 million and $200 million for year ended December 31, 2022 to maintain and enhance operations.
Cash Flows from Financing Activities
Cash flows provided by (used in) financing activities, as reflected in the condensed consolidated statements of cash flows, were $(76.3) million and $854.7 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Cash flows from financing activities during the three months ended March 31, 2022 was primarily due to principal and premium payments under the First Lien Notes due 2025 of $534.5 million, principal and premium payments under the First Lien Notes due 2026 of $325.6 million, principal and premium payments under the First Lien Toggle Notes due 2026 of $88.1 million, taxes paid for restricted unit withholdings of $52.2 million, and cash used to pay for deferred financing costs of $17.7 million, partially offset by the issuance of the First Lien Notes due 2029 of $950.0 million. See Note 6—Corporate Borrowings and Finance Lease Obligations in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further information, including a summary of principal payments required and maturities of corporate borrowings as of March 31, 2022.
Cash flows from financing activities during the three months ended March 31, 2021 was primarily due to the borrowings under the Odeon Term Loan Facility of $534.3 million, the issuance of First Lien Toggle Notes due 2026 of $100.0 million, and net proceeds from the sale of Common Stock of $581.6 million, partially offset by the repayments under the revolving credit facilities of $335.0 million, payment for deferred financing costs of $19.0 million, and principal payments under the Term Loan due 2026 of $5.0 million.
First Lien Notes due 2029. On February 14, 2022, we issued $950.0 million aggregate principal amount of our 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture, dated as of February 14, 2022, among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent. We used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $500 million aggregate principal amount of our 10.5% First Lien Notes due 2025, the then outstanding $300 million aggregate principal amount of our 10.5% First Lien Notes due 2026, and the then outstanding $73.5 million aggregate principal amount of our 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 and to pay related accrued interest, fees, costs, premiums and expenses. We recorded a loss on debt extinguishment related to this transaction of $135.0 million in other expense, during the three months ended March 31, 2022. The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 will mature on February 15, 2029. The First Lien Notes due 2029 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Secured Credit Facilities.
See Note 6—Corporate Borrowings and Finance Lease Obligations in the Notes to the Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q for further information regarding the above.
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