Item 1. Financial Statements
Item 1. Financial Statements. (Unaudited)
AMC ENTERTAINMENT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
Six Months Ended
(In millions, except share and per share amounts)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
(unaudited)
(unaudited)
Revenues
Admissions
$
651.0
$
233.0
$
1,094.8
$
302.5
Food and beverage
396.7
161.5
649.2
211.6
Other theatre
118.7
50.2
208.1
78.9
Total revenues
1,166.4
444.7
1,952.1
593.0
Operating costs and expenses
Film exhibition costs
328.7
98.9
518.5
120.9
Food and beverage costs
64.6
26.3
107.2
36.0
Operating expense, excluding depreciation and amortization below
402.2
246.2
747.0
425.9
Rent
222.4
205.5
445.6
397.6
General and administrative:
Merger, acquisition and other costs
( 0.3 )
4.3
0.1
11.0
Other, excluding depreciation and amortization below
67.5
54.4
120.6
106.2
Depreciation and amortization
97.4
105.7
196.1
219.8
Operating costs and expenses
1,182.5
741.3
2,135.1
1,317.4
Operating loss
( 16.1 )
( 296.6 )
( 183.0 )
( 724.4 )
Other expense, net:
Other expense (income)
( 43.7 )
( 42.7 )
92.6
( 60.1 )
Interest expense:
Corporate borrowings
79.5
88.1
161.5
239.6
Finance lease obligations
1.0
1.4
2.2
2.8
Non-cash NCM exhibitor services agreement
9.8
9.4
19.0
19.3
Equity in loss of non-consolidated entities
1.0
2.7
6.1
5.5
Investment expense (income)
57.3
( 6.3 )
( 6.1 )
( 8.3 )
Total other expense, net
104.9
52.6
275.3
198.8
Net loss before income taxes
( 121.0 )
( 349.2 )
( 458.3 )
( 923.2 )
Income tax provision (benefit)
0.6
( 5.2 )
0.7
( 12.0 )
Net loss
( 121.6 )
( 344.0 )
( 459.0 )
( 911.2 )
Less: Net loss attributable to noncontrolling interests
—
( 0.4 )
—
( 0.7 )
Net loss attributable to AMC Entertainment Holdings, Inc.
$
( 121.6 )
$
( 343.6 )
$
( 459.0 )
$
( 910.5 )
Net loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:
Basic
$
( 0.24 )
$
( 0.71 )
$
( 0.89 )
$
( 2.07 )
Diluted
$
( 0.24 )
$
( 0.71 )
$
( 0.89 )
$
( 2.07 )
Average shares outstanding:
Basic (in thousands)
516,821
480,731
516,368
440,644
Diluted (in thousands)
516,821
480,731
516,368
440,644
See Notes to Condensed Consolidated Financial Statements.
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AMC ENTERTAINMENT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
(unaudited)
(unaudited)
Net loss
$
( 121.6 )
$
( 344.0 )
$
( 459.0 )
$
( 911.2 )
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments
( 46.3 )
21.1
( 52.3 )
( 33.6 )
Realized loss on foreign currency transactions reclassified into investment expense (income), net of tax
—
( 0.9 )
—
( 0.9 )
Pension adjustments:
Net gain arising during the period
—
0.3
0.2
3.8
Other comprehensive income (loss):
( 46.3 )
20.5
( 52.1 )
( 30.7 )
Total comprehensive loss
( 167.9 )
( 323.5 )
( 511.1 )
( 941.9 )
Comprehensive loss attributable to noncontrolling interests
—
( 0.4 )
—
( 0.9 )
Comprehensive loss attributable to AMC Entertainment Holdings, Inc.
$
( 167.9 )
$
( 323.1 )
$
( 511.1 )
$
( 941.0 )
See Notes to Condensed Consolidated Financial Statements.
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AMC ENTERTAINMENT HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share data)
June 30, 2022
December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
965.2
$
1,592.5
Restricted cash
22.7
27.8
Receivables, net
120.7
168.5
Other current assets
102.8
81.5
Total current assets
1,211.4
1,870.3
Property, net
1,815.3
1,962.5
Operating lease right-of-use assets, net
4,027.9
4,155.9
Intangible assets, net
148.1
153.4
Goodwill
2,354.6
2,429.8
Deferred tax asset, net
0.4
0.6
Other long-term assets
260.6
249.0
Total assets
$
9,818.3
$
10,821.5
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$
308.9
$
377.1
Accrued expenses and other liabilities
325.9
367.5
Deferred revenues and income
373.1
408.6
Current maturities of corporate borrowings
20.0
20.0
Current maturities of finance lease liabilities
6.6
9.5
Current maturities of operating lease liabilities
582.2
605.2
Total current liabilities
1,616.7
1,787.9
Corporate borrowings
5,358.2
5,408.0
Finance lease liabilities
55.3
63.2
Operating lease liabilities
4,433.7
4,645.2
Exhibitor services agreement
515.8
510.4
Deferred tax liability, net
31.2
31.3
Other long-term liabilities
134.2
165.0
Total liabilities
12,145.1
12,611.0
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Class A common stock ($ .01 par value, 524,173,073 shares authorized; 516,820,595 shares issued and outstanding as of June 30, 2022; 513,979,100 shares issued and outstanding as of December 31, 2021)
5.2
5.1
Additional paid-in capital
4,831.2
4,857.5
Accumulated other comprehensive loss
( 80.2 )
( 28.1 )
Accumulated deficit
( 7,083.0 )
( 6,624.0 )
Total stockholders' deficit
( 2,326.8 )
( 1,789.5 )
Total liabilities and stockholders’ deficit
$
9,818.3
$
10,821.5
See Notes to Condensed Consolidated Financial Statements.
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AMC ENTERTAINMENT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
Cash flows from operating activities:
(unaudited)
Net loss
$
( 459.0 )
$
( 911.2 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
196.1
219.8
Deferred income taxes
0.3
( 12.3 )
Loss on extinguishment of debt
96.4
—
Unrealized gain on investments in Hycroft
( 16.1 )
—
Unrealized loss (gain) on investments in NCM
9.5
( 1.2 )
Amortization of net discount (premium) on corporate borrowings to interest expense
( 32.0 )
24.5
Amortization of deferred financing costs to interest expense
6.8
15.5
PIK interest expense
—
107.1
Non-cash portion of stock-based compensation
25.9
13.8
Gain on disposition of assets
( 0.4 )
—
Gain on disposition of Baltics
—
( 5.5 )
Equity in loss from non-consolidated entities, net of distributions
6.7
5.5
Landlord contributions
5.2
11.1
Other non-cash rent benefit
( 14.0 )
( 19.2 )
Deferred rent
( 90.7 )
( 29.9 )
Net periodic benefit income
( 0.2 )
( 0.4 )
Change in assets and liabilities:
Receivables
46.4
6.3
Other assets
( 26.3 )
( 11.0 )
Accounts payable
( 58.4 )
( 67.9 )
Accrued expenses and other liabilities
( 82.7 )
116.8
Other, net
14.9
( 8.5 )
Net cash used in operating activities
( 371.6 )
( 546.7 )
Cash flows from investing activities:
Capital expenditures
( 75.2 )
( 29.8 )
Proceeds from disposition of Baltics, net of cash and transaction costs
—
35.2
Acquisition of theatre assets
( 17.8 )
—
Proceeds from disposition of long-term assets
7.2
1.4
Proceeds from sale of securities
11.4
—
Investments in non-consolidated entities, net
( 27.9 )
( 9.3 )
Other, net
( 0.6 )
—
Net cash used in investing activities
( 102.9 )
( 2.5 )
Cash flows from financing activities:
Proceeds from issuance of First Lien Notes due 2029
950.0
—
Proceeds from issuance of Odeon Term Loan due 2023
—
534.3
Proceeds from First Lien Toggle Notes due 2026
—
100.0
Principal payments under First Lien Notes due 2025
( 500.0 )
—
Principal payments under First Lien Notes due 2026
( 300.0 )
—
Principal payments under First Lien Toggle Notes due 2026
( 73.5 )
—
Premium paid to extinguish First Lien Notes due 2025
( 34.5 )
—
Premium paid to extinguish First Lien Notes due 2026
( 25.6 )
—
Premium paid to extinguish First Lien Toggle Notes due 2026
( 14.6 )
—
Repurchase of Second Lien Notes due 2026
( 50.0 )
—
Repayments under revolving credit facilities
—
( 335.0 )
Scheduled principal payments under Term Loan due 2026
( 10.0 )
( 10.0 )
Net proceeds from Class A common stock issuance
—
1,570.8
Net proceeds from Class A common stock issuance to Mudrick
—
230.4
Payments related to sale of noncontrolling interest
—
( 0.4 )
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Principal payments under finance lease obligations
( 5.4 )
( 3.9 )
Cash used to pay for deferred financing costs
( 19.5 )
( 19.3 )
Cash used to pay dividends
( 0.7 )
—
Taxes paid for restricted unit withholdings
( 52.2 )
—
Net cash provided by (used in) financing activities
( 136.0 )
2,066.9
Effect of exchange rate changes on cash and cash equivalents and restricted cash
( 21.9 )
0.5
Net increase (decrease) in cash and cash equivalents and restricted cash
( 632.4 )
1,518.2
Cash and cash equivalents and restricted cash at beginning of period
1,620.3
321.4
Cash and cash equivalents and restricted cash at end of period
$
987.9
$
1,839.6
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (including amounts capitalized of $ 0.1 million and $ 0.5 million, respectively)
$
178.7
$
98.7
Income taxes paid (received), net
$
1.4
$
( 6.1 )
Schedule of non-cash activities:
Investment in NCM
$
15.1
$
—
Construction payables at period end
$
30.9
$
15.0
See Notes to Condensed Consolidated Financial Statements.
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AMC ENTERTAINMENT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
NOTE 1—BASIS OF PRESENTATION
AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.
Temporarily suspended or limited operations. Total consolidated revenues increased $ 1,359.1 million for the six months ended June 30, 2022, compared to the six months ended June 30, 2021. The increase in total consolidated revenues was primarily due to the reduced impact of the COVID-19 pandemic on the current year which resulted in increased operating capacity and increased availability of films with broad consumer appeal. As of January 1, 2021 the Company operated at 394 domestic theatres, with limited seating capacities, representing approximately 67 % of its domestic theatres. 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 June 30, 2021, the Company operated at 593 domestic theatres, representing approximately 100 % of its domestic theatres with remaining seating capacity restrictions winding down throughout the quarter. As of January 1, 2021, the Company operated at 109 International leased and partnership theatres, with limited seating capacities, representing approximately 30 % of our International theatres. As of March 31, 2021, the Company operated at 97 international theatres, with limited seating capacities, representing approximately 27 % of its international theatres. As of June 30, 2021, the Company operated at 335 international theatres, with limited seating capacities, representing approximately 95 % of its international theatres. Our average consolidated screens operated during the three months ended June 30, 2021 increased by 8,830 screens to 8,890 screens. During the six months ended June 30, 2022, the Company operated essentially 100 % of its U.S. and International theatres. As of June 30, 2022 there are no restrictions on operations in any of the U.S. or International theatres.
Liquidity. As of June 30, 2022, the Company has cash and cash equivalents of approximately $ 965.2 million. In response to the COVID-19 pandemic, the Company adjusted certain elements of its business strategy and took significant steps to preserve cash. The Company is continuing to take measures to further strengthen its financial position and enhance its operations, by minimizing non-essential costs, including reductions to its variable costs and elements of its fixed cost structure, introducing new initiatives, and optimizing its theatrical footprint.
Additionally, the Company enhanced future liquidity through debt refinancing at lower interest rates and repurchasing debt at 69 % of par value. See Note 6 — Corporate Borrowings and Finance Lease Obligations for further information.
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The table below summarizes net increase (decrease) in cash and cash equivalents and restricted cash by quarter for the year ended December 31, 2021:
Three Months Ended
Year Ended
March 31,
June 30,
September 30,
December 31,
December 31,
(In millions)
2021
2021
2021
2021
2021
Cash flows from operating activities:
Net cash provided by (used in) operating activities
$
( 312.9 )
$
( 233.8 )
$
( 113.9 )
$
46.5
$
( 614.1 )
Cash flows from investing activities:
Net cash provided by (used in) investing activities
( 16.0 )
13.5
( 28.8 )
( 36.9 )
( 68.2 )
Cash flows from financing activities:
Net cash provided by (used in) financing activities
854.7
1,212.2
( 48.3 )
( 27.9 )
1,990.7
Effect of exchange rate changes on cash and cash equivalents and restricted cash
( 5.1 )
5.6
( 8.4 )
( 1.6 )
( 9.5 )
Net increase (decrease) in cash and cash equivalents and restricted cash
520.7
997.5
( 199.4 )
( 19.9 )
1,298.9
Cash and cash equivalents and restricted cash at beginning of period
321.4
842.1
1,839.6
1,640.2
321.4
Cash and cash equivalents and restricted cash at end of period
$
842.1
$
1,839.6
$
1,640.2
$
1,620.3
$
1,620.3
The Company’s 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.
The table below summarizes net decrease in cash equivalents and restricted cash by quarter for the six months ended June 30, 2022:
Three Months Ended
Six Months Ended
March 31,
June 30,
June 30,
(In millions)
2022
2022
2022
Cash flows from operating activities:
Net cash used in operating activities
$
( 295.0 )
$
( 76.6 )
$
( 371.6 )
Cash flows from investing activities:
Net cash used in investing activities
( 54.9 )
( 48.0 )
( 102.9 )
Cash flows from financing activities:
Net cash used in financing activities
( 76.3 )
( 59.7 )
( 136.0 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash
( 5.5 )
( 16.4 )
( 21.9 )
Net decrease in cash and cash equivalents and restricted cash
( 431.7 )
( 200.7 )
( 632.4 )
Cash and cash equivalents and restricted cash at beginning of period
1,620.3
1,188.6
1,620.3
Cash and cash equivalents and restricted cash at end of period
$
1,188.6
$
987.9
$
987.9
The Company’s 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
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loss and increases in seasonal working capital uses as the Company paid for the strong late fourth quarter 2021 results in early first quarter of 2022. The Company’s net cash used in operating activities improved by $ 218.4 million during the three months ended June 30, 2022 compared to the three months ended March 31, 2022 from $( 295.0 ) million to $( 76.6 ) million. The improvement in net cash used in operating activities from the three months ended March 31, 2022 to the three months ended June 30, 2022 was primarily attributable to an increase in attendance and decrease in net loss and decreases in seasonal working capital uses as we will pay for the strong second quarter 2022 results in early third quarter of 2022. The Company has also continued to repay rent amounts that were deferred during the COVID-19 pandemic, which increases its cash outflows from operating activities. See Note 2—Leases for a summary of the estimated future repayment terms for the remaining $ 218.9 million of rentals that were deferred during the COVID-19 pandemic.
The Company’s net cash used in investing activities 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.
● $ 40.4 million of capital expenditures, $ 17.8 million for the acquisition of theatres, partially offset by proceeds of $ 11.4 million from the sale of securities in conjunction with the liquidation of a non-qualified deferred compensation plan during the three months ended June 30, 2022.
The Company’s net cash used in financing activities included:
● $ 955.7 million of principal and premium payments of, $ 52.2 million of taxes paid for restricted unit withholdings, and $ 17.7 million of cash used to pay for deferred financing costs, partially offset by proceeds from the Company’s debt issuance of $ 950.0 million, during the three months ended March 31, 2022.
● $ 57.9 million of principal and premium payments, $ 1.8 million of cash used to pay for deferred financing costs during the three months ended June 30, 2022.
The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its obligations, including cash outflows to repay rent amounts that were deferred during the COVID-19 pandemic and planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under its 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, the Company believes that box office revenues will need to increase significantly compared to 2021 and the combined first and second quarter of 2022 to levels in line with pre COVID-19 box office revenues. The Company believes the global re-opening of its 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. The Company believes that recent attendance levels are positive signs of continued demand for the moviegoing experience. For the six months ended June 30, 2022 attendance was 98.2 million patrons, a 69.3 million patron increase from the approximately 28.9 million patrons for the six months ended June 30, 2021. 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, including a potential resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about COVID-19 variant strains, movie studios release schedules, the production and theatrical release of fewer films compared to levels before the onset of the COVID-19 pandemic, and direct to streaming or other changing movie studio practices.
The Company 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. The Company is currently subject to minimum liquidity requirements of approximately $ 139.5 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 $ 39.5 million) of which is required under the Odeon Term Loan Facility. Following the expiration of the Extended Covenant Suspension Period ending March 31, 2023, the Company will be subject to the financial covenant under the Senior Secured Revolving Credit Facility as of the last day of each quarter on
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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 amount of commitments under the Senior Secured Revolving Credit facility then in effect, beginning with the quarter ending June 30, 2023. The Company currently expects it will be able to comply with this financial covenant; however, the Company does not anticipate the need to borrow under the Senior Secured Revolving Credit Facility during the next twelve months.
The 11.25 % Odeon Term Loan due 2023 matures on August 19, 2023 during the third fiscal quarter of the Company’s next calendar year. The Company is currently negotiating terms of new debt intended to refinance the existing £ 147.6 million and € 312.2 million aggregate principal amounts of Odeon Term Loan due 2023. While the Company intends to fully refinance the 11.25 % Odeon Term Loan due 2023 and extend current maturity dates, there are no assurances that the Company will be able to do so. If the Company is unable to refinance these amounts, the principal amounts will be reported as current maturities which may increase uncertainty regarding its ability to meet future commitments.
The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent payments. As a result, deferred lease amounts were approximately $ 218.9 million as of June 30, 2022. The Company’s cash expenditures for rent increased significantly during the six months ended June 30, 2022, compared to the six months ended June 30, 2021. See Note 2—Leases for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19.
Use of estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2021. The accompanying condensed consolidated balance sheet as of December 31, 2021, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. Due to the seasonal nature of the Company’s business and the recovery of the industry from the global COVID-19 pandemic, results for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.
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Cash and equivalents. At June 30, 2022, cash and cash equivalents for the U.S. markets and International markets were $ 812.8 million and $ 152.4 million respectively, and at December 31, 2021, cash and cash equivalents were $ 1,311.4 million and $ 281.1 million, respectively.
Restricted cash. Restricted cash is cash held in the Company’s bank accounts in International markets as a guarantee for certain landlords.
Accumulated other comprehensive loss. The following table presents the change in accumulated other comprehensive loss by component:
Foreign
(In millions)
Currency
Pension Benefits
Total
Balance December 31, 2021
$
( 19.0 )
$
( 9.1 )
$
( 28.1 )
Other comprehensive income (loss)
( 52.3 )
0.2
( 52.1 )
Balance June 30, 2022
$
( 71.3 )
$
( 8.9 )
$
( 80.2 )
Accumulated depreciation and amortization. Accumulated depreciation was $ 2,680.0 million and $ 2,583.4 million at June 30, 2022 and December 31, 2021, respectively, related to property. Accumulated amortization of intangible assets was $ 42.0 million and $ 41.2 million at June 30, 2022 and December 31, 2021, respectively.
Other expense (income). The following table sets forth the components of other expense (income):
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Decreases related to contingent lease guarantees
$
—
$
( 3.7 )
$
( 0.1 )
$
( 5.7 )
Governmental assistance due to COVID-19 - International markets
( 8.5 )
( 42.2 )
( 10.8 )
( 50.4 )
Governmental assistance due to COVID-19 - U.S. markets
—
—
( 1.1 )
( 4.2 )
Foreign currency transaction (gains) losses
3.6
3.4
8.4
( 0.4 )
Non-operating components of net periodic benefit income
( 0.2 )
( 0.2 )
( 0.2 )
( 0.4 )
(Gain) Loss on extinguishment of debt
( 38.6 )
—
96.4
—
Financing fees related to modification of debt agreements
—
—
—
1.0
Total other expense (income)
$
( 43.7 )
$
( 42.7 )
$
92.6
$
( 60.1 )
Accounting Pronouncements Recently Adopted
Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). The amendments in ASU 2021-10 require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. The Company is applying the amendments in ASU 2021-10 prospectively as of January 1, 2022 and the annual government assistance disclosure requirements are effective for the Company during the year ending December 31, 2022.
NOTE 2—LEASES
The Company leases theatres and equipment under operating and finance leases. The Company typically does not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives
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contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Equipment leases primarily consist of food and beverage equipment.
The Company received rent concessions from lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent payments. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments. The deferred payment amounts included in current maturities of operating lease liabilities and long-term operating lease liabilities are reflected in the condensed consolidated statements of cash flows as part of the change in accrued expenses and other liabilities. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in accounts payable on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as part of the change in accounts payable. In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.
A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods are provided below:
As of
As of
December 31,
Decrease
June 30,
(In millions)
2021
in deferred amounts
2022
Fixed operating lease deferred amounts (1)
$
299.3
$
( 90.5 )
$
208.8
Finance lease deferred amounts
2.4
( 1.2 )
1.2
Variable lease deferred amounts
13.4
( 4.5 )
8.9
Total deferred lease amounts
$
315.1
$
( 96.2 )
$
218.9
(1) During the six months ended June 30, 2022, the decrease in fixed operating lease deferred amounts includes $ 79.4 million of decreases in the deferred balances as of December 31, 2021 related to payments and abatements.
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The following table reflects the lease costs for the periods presented:
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
(In millions)
Consolidated Statements of Operations
2022
2021
2022
2021
Operating lease cost
Theatre properties
Rent
$
204.4
$
190.7
$
406.9
$
366.2
Theatre properties
Operating expense (income)
1.4
( 0.7 )
2.6
0.1
Equipment
Operating expense
1.9
2.3
4.7
4.6
Office and other
General and administrative: other
1.3
1.3
2.7
2.7
Finance lease cost
Amortization of finance lease assets
Depreciation and amortization
0.7
1.3
1.4
2.6
Interest expense on lease liabilities
Finance lease obligations
1.0
1.4
2.2
2.8
Variable lease cost
Theatre properties
Rent
18.0
14.8
38.7
31.4
Equipment
Operating expense
18.8
4.8
31.4
5.0
Total lease cost
$
247.5
$
215.9
$
490.6
$
415.4
Cash flow and supplemental information is presented below:
Six Months Ended
June 30,
June 30,
(In millions)
2022
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases
$
( 2.0 )
$
( 1.2 )
Operating cash flows used in operating leases
( 532.7 )
( 360.4 )
Financing cash flows used in finance leases
( 5.4 )
( 3.9 )
Landlord contributions:
Operating cashflows provided by operating leases
5.2
11.1
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)
193.2
60.7
(1) Includes lease extensions and option exercises.
The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2022:
As of June 30, 2022
Weighted Average
Weighted Average
Remaining
Discount
Lease Term and Discount Rate
Lease Term (years)
Rate
Operating leases
9.7
9.8 %
Finance leases
13.7
6.5 %
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Minimum annual payments, including deferred lease payments less contractual rent amounts due and not paid that were recorded in accounts payable, that are recorded as operating and finance lease liabilities and the net present value thereof as of June 30, 2022 are as follows:
Operating Lease
Financing Lease
(In millions)
Payments (2)
Payments (2)
Six months ending December 31, 2022 (1)
$
509.6
$
5.8
2023 (1)
954.3
9.0
2024
833.5
8.0
2025
786.3
7.4
2026
723.6
7.2
2027
664.8
7.2
Thereafter
3,278.6
50.8
Total lease payments
7,750.7
95.4
Less imputed interest
( 2,734.8 )
( 33.5 )
Total operating and finance lease liabilities, respectively
$
5,015.9
$
61.9
(1) The minimum annual payments table above does not include contractual cash rent amounts that were due and not paid, which are recorded in accounts payable as shown below, including estimated repayment dates:
Accounts Payable
(In millions)
Lease Payments
Three months ended September 30, 2022
$
15.7
Three months ended December 31, 2022
0.8
Three months ended March 31, 2023
5.6
Total deferred lease amounts recorded in AP
$
22.1
(2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating and finance leases, as shown below:
Operating Lease
Financing Lease
(In millions)
Payments
Payments
Three months ended September 30, 2022
$
31.6
$
0.5
Three months ended December 31, 2022
31.0
0.3
2023
83.0
0.4
2024
15.8
—
2025
5.7
—
2026
4.2
—
2027
3.4
—
Thereafter
20.9
—
Total deferred lease amounts
$
195.6
$
1.2
As of June 30, 2022, the Company had signed additional operating lease agreements for three theatres that have not yet commenced with minimum annual payments of approximately $ 68.9 million, which are expected to commence between years 2022 and 2024 and carry lease terms ranging from 11 to 20 years . The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.
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NOTE 3—REVENUE RECOGNITION
Disaggregation of revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Major revenue types
Admissions
$
651.0
$
233.0
$
1,094.8
$
302.5
Food and beverage
396.7
161.5
649.2
211.6
Other theatre:
Screen advertising
32.3
19.7
61.2
36.6
Other
86.4
30.5
146.9
42.3
Other theatre
118.7
50.2
208.1
78.9
Total revenues
$
1,166.4
$
444.7
$
1,952.1
$
593.0
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Timing of revenue recognition
Products and services transferred at a point in time
$
1,082.7
$
414.1
$
1,790.8
$
540.9
Products and services transferred over time (1)
83.7
30.6
161.3
52.1
Total revenues
$
1,166.4
$
444.7
$
1,952.1
$
593.0
(1) Amounts primarily include subscription and advertising revenues.
The following tables provide the balances of receivables and deferred revenue income:
(In millions)
June 30, 2022
December 31, 2021
Current assets
Receivables related to contracts with customers
$
53.9
$
85.4
Miscellaneous receivables
66.8
83.1
Receivables, net
$
120.7
$
168.5
(In millions)
June 30, 2022
December 31, 2021
Current liabilities
Deferred revenue related to contracts with customers
$
370.1
$
405.1
Miscellaneous deferred income
3.0
3.5
Deferred revenue and income
$
373.1
$
408.6
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The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:
Deferred Revenues
Related to Contracts
(In millions)
with Customers
Balance December 31, 2021
$
405.1
Cash received in advance (1)
139.8
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)
7.7
Food and beverage (2)
9.3
Other theatre (2)
0.1
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)
( 118.0 )
Food and beverage (3)
( 29.7 )
Other theatre (4)
( 40.8 )
Foreign currency translation adjustment
( 3.4 )
Balance June 30, 2022
$
370.1
(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs® loyalty membership fees.
(2) Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs® and other loyalty programs.
(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs® loyalty programs and other loyalty programs.
(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs® loyalty membership fees and other loyalty programs.
The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:
Exhibitor Services
(In millions)
Agreement (1)
Balance December 31, 2021
$
510.4
Common Unit Adjustment–additions of common units
15.0
Reclassification of portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied
( 9.6 )
Balance June 30, 2022
$
515.8
(1) Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“CUA”). The deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037.
Gift cards and exchange tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of June 30, 2022 was $ 274.0 million. This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months .
Loyalty programs. As of June 30, 2022, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 66.7 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months . The AMC Stubs® annual membership fee is recognized ratably over the one-year membership period.
The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
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NOTE 4—GOODWILL
The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2022:
(In millions)
Domestic Theatres
International Theatres
Total
Balance December 31, 2021
$
1,796.5
$
633.3
$
2,429.8
Currency translation adjustment
—
( 75.2 )
( 75.2 )
Balance June 30, 2022
$
1,796.5
$
558.1
$
2,354.6
NOTE 5—INVESTMENTS
Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets. Investments in non-consolidated affiliates as of June 30, 2022 include interests in Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0 %, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC (“SV Holdco”), owner of Screenvision, of 18.4 %, Digital Cinema Media Ltd. (“DCM”) of 50.0 %, and Saudi Cinema Company LLC (“SCC”) of 10.0 %. The Company also has partnership interests in three U.S. motion picture theatres (“Theatre Partnerships”) and approximately 50.0 % interests in 57 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. During the three months ended June 30, 2022 and June 30, 2021, the Company recorded equity in loss of non-consolidated entities of $ 1.0 million and $ 2.7 million, respectively. During the six months ended June 30, 2022 and June 30, 2021, the Company recorded equity in loss of non-consolidated entities of $ 6.1 million and $ 5.5 million, respectively.
Related party transactions with equity method investees. At June 30, 2022 and December 31, 2021, the Company recorded net receivable amounts due from equity method investees of $ 5.5 million and $ 2.6 million, respectively, primarily related to on-screen advertising revenue, projector warranty expenditures and other transactions. The Company recorded related party transactions with equity method investees in other revenues, film exhibition costs, and operating expenses (income) of $ 6.5 million, $ 2.3 million and $ 0 million, respectively, during the three months ended June 30, 2022, and $ 1.2 million, $ 0.4 million, and $( 0.3 ) million, respectively, during the three months ended June 30, 2021. The Company recorded related party transactions with equity method investees in other revenues, film exhibition costs, and operating expenses of $ 12.0 million, $ 3.4 million, and $ 0 million, respectively, during the six months ended June 30, 2022, and $ 1.8 million, $ 0.7 million, and $ 0.1 million, respectively, during the six months ended June 30, 2021.
Investment in Hycroft
On March 14, 2022, the Company 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. Hycroft filed a resale registration statement to register the common shares and warrant shares for sale under the Securities Act on April 14, 2022 which became effective on June 2, 2022. The Company accounts for the common shares of Hycroft under the equity method and has elected the fair value option in accordance with ASC 825-10. The Company accounts 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. The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business. During the three and six months ended June 30, 2022, the Company recorded unrealized (losses) and gains in investment income of $( 47.8 ) million and $ 16.1 million, respectively. See Note 9 — Fair Value Measurements for fair value information and Note 13 — Supplemental Balance Sheet Information for the asset value for investments in Hycroft measured under the fair value option as well as the total asset value for other equity method investments.
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NCM Transaction
Pursuant to the Company’s Common Unit Adjustment Agreement, from time-to-time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment” or “CUA”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. The CUA is computed annually, except that an earlier CUA will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent CUA, will cause a change of 2 % or more in the total annual attendance of all of the Founding Members.
In March 2022, the NCM CUA resulted in a positive adjustment of 5,954,646 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $ 15.0 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”) of $ 2.52 on March 30, 2022. During the three and six months ended June 30, 2022, the Company recorded unrealized losses in investment expense of $ 9.6 million and $ 9.5 million, respectively. See Note 9 — Fair Value Measurements for information regarding the fair value measurement on June 30, 2022.
NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE OBLIGATIONS
A summary of the carrying value of corporate borrowings and finance lease obligations is as follows:
(In millions)
June 30, 2022
December 31, 2021
First Lien Secured Debt:
Senior Secured Credit Facility-Term Loan due 2026 ( 4.199 % as of June 30, 2022)
$
1,935.0
$
1,945.0
10.75 % in Year 1, 11.25 % thereafter Cash/PIK Odeon Term Loan Facility due 2023 (£ 147.6 million and € 312.2 million par value as of June 30, 2022)
505.6
552.6
7.5 % First Lien Notes due 2029
950.0
—
10.5 % First Lien Notes due 2025
—
500.0
10.5 % First Lien Notes due 2026
—
300.0
15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026
—
73.5
Second Lien Secured Debt:
10 %/ 12 % Cash/PIK/Toggle Second Lien Subordinated Notes due 2026
1,435.5
1,508.0
Subordinated Debt:
6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of June 30, 2022)
4.8
5.4
5.75 % Senior Subordinated Notes due 2025
98.3
98.3
5.875 % Senior Subordinated Notes due 2026
55.6
55.6
6.125 % Senior Subordinated Notes due 2027
130.7
130.7
$
5,115.5
$
5,169.1
Finance lease obligations
61.9
72.7
Deferred financing costs
( 35.5 )
( 39.1 )
Net premium (1)
298.2
298.0
$
5,440.1
$
5,500.7
Less:
Current maturities corporate borrowings
( 20.0 )
( 20.0 )
Current maturities finance lease obligations
( 6.6 )
( 9.5 )
$
5,413.5
$
5,471.2
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(1) The following table provides the net premium (discount) amounts of corporate borrowings:
June 30,
December 31,
(In millions)
2022
2021
10 %/ 12 % Cash/PIK/Toggle Second Lien Subordinated Notes due 2026
$
311.4
$
364.6
15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026
—
( 16.8 )
10.5 % First Lien Notes due 2026
—
( 24.5 )
10.5 % First Lien Notes due 2025
—
( 7.2 )
Senior Secured Credit Facility-Term Loan due 2026
( 5.5 )
( 6.1 )
10.75 % in Year 1, 11.25 % thereafter Cash/PIK Odeon Term Loan Facility due 2023
( 7.8 )
( 12.1 )
6.375 % Senior Subordinated Notes due 2024
0.1
0.1
$
298.2
$
298.0
The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2022:
Principal
Amount of
Corporate
(In millions)
Borrowings
Six months ended December 31, 2022
$
10.0
2023
525.6
2024
24.8
2025
118.3
2026
3,356.1
2027
130.7
Thereafter
950.0
Total
$
5,115.5
First Lien Notes due 2029
On February 14, 2022, the Company issued $ 950.0 million aggregate principal amount of its 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. The Company 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 the Company’s 10.5 % First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $ 300 million aggregate principal amount of the Company’s 10.5 % First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then outstanding $ 73.5 million aggregate principal amount of the Company’s 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. The Company recorded a loss on debt extinguishment related to this transaction of $ 0 million and $ 135.0 million, respectively, in other expense, during the three and six months ended June 30, 2022. The deferred charges will be amortized to interest expense over the term of the First Lien Notes due 2029 using the effective interest method.
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 have not been registered under the Securities Act of 1933, as amended, and will mature on February 15, 2029. The Company may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750 % for the twelve-month period beginning on February 15, 2025; (ii) 101.875 % for the twelve-month period beginning on February 15, 2026, and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest. In addition, the Company may redeem up to 35 % of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5 % of their aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption. The Company may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. Upon a Change of Control (as defined in the
20
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indenture governing the First Lien Notes due 2029), the Company must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101 % of the principal amounts, plus accrued and unpaid interest.
The First Lien Notes due 2029 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities under the credit agreement dated as of April 30, 2013 (as amended through the Eleventh Amendment thereto dated December 20, 2021). The First Lien Notes due 2029 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65 % of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.
The indentures governing the First Lien Notes due 2029 contain covenants that restrict the ability of the Company to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock; (iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2029; (v) enter into certain transactions with its affiliates; and (vi) merge or consolidate with other companies or transfer all or substantially all of their respective assets. These covenants are subject to a number of important limitations and exceptions. The indentures governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.
Second Lien Notes due 2026
During the three months ended June 30, 2022, the Company repurchased $ 72.5 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 50.0 million and recorded a gain on extinguishment of $ 38.6 million in other expense (income). Accrued interest of $ 3.1 million was paid in connection with the repurchases.
Odeon Term Loan due 2023
The 11.25 % Odeon Term Loan due 2023 matures on August 19, 2023 during the third fiscal quarter of the Company’s next calendar year. The Company is currently negotiating terms of new debt intended to refinance the existing £ 147.6 million and € 312.2 million aggregate principal amounts of Odeon Term Loan due 2023. While the Company intends to fully refinance the 11.25 % Odeon Term Loan due 2023 and extend current maturity dates, there are no assurances that the Company will be able to do so. If the Company is unable to refinance these amounts, the principal amounts will be reported as current maturities which may increase uncertainty regarding its ability to meet future commitments.
Financial Covenants
The Company currently estimates that its existing cash and cash equivalents will be sufficient to comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility and Odeon Term Loan Facility, currently and through the next twelve months. The Company 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. The Company is currently subject to minimum liquidity requirements of approximately $ 139.5 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 $ 39.5 million) of which is required under the Odeon Term Loan Facility. Following the expiration of the Extended Covenant Suspension Period ending March 31, 2023, the Company 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 amount of commitments under the Senior Secured Revolving Credit Facility then in effect, beginning with the quarter
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ending June 30, 2023. The Company currently expects it will be able to comply with this financial covenant; however, the Company does not anticipate the need to borrow under the Senior Secured Revolving Credit Facility during the next twelve months.
NOTE 7—STOCKHOLDERS’ EQUITY
Stock-Based Compensation
The following table presents the stock-based compensation expense recorded within general and administrative: other:
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
(In millions)
2022
2021
2022
2021
Board of director stock award expense
$
—
$
—
$
0.8
$
0.9
Restricted stock unit expense
3.5
3.5
6.3
5.7
Performance stock unit expense
15.9
3.4
18.8
4.2
Special performance stock unit expense
—
1.5
—
3.0
Total stock-based compensation expense
$
19.4
$
8.4
$
25.9
$
13.8
As of June 30, 2022, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was approximately $ 50.6 million, which reflects assumptions related to attainment of performance targets based on the scales as described below. The weighted average period over which this remaining compensation expense is expected to be recognized is approximately 0.9 years.
Awards Granted in 2022
During the six months ended June 30, 2022, AMC’s Board of Directors approved awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. The grant date fair value of these awards during the six months ended June 30, 2022 was based on the closing price of AMC’s Class A common stock (“Common Stock” or “Common Shares”) on February 16, 2022 of $ 19.67 per share, March 7, 2022 of $ 15.21 per share, and May 3, 2022 of $ 15.51 per share. Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder upon vesting of the units. Each unit represents the right to receive one share of Common Stock at a future date.
The 2022 award agreements generally had the following features:
● Stock Award Agreement: During the six months ended June 30, 2022, the Company granted awards of 41,650 fully vested shares of Common Stock to its independent members of AMC’s Board of Directors with a grant date fair value of $ 0.8 million.
● Restricted Stock Unit Award Agreement: During the six months ended June 30, 2022, the Company granted RSU awards of 697,135 to certain members of management with a grant date fair value of $ 13.6 million. The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period. Each RSU represents the right to receive one share of Common Stock at a future date. The RSUs vest over three years , with one-third vesting in each year. These RSUs will be settled within 30 days of vesting.
● Performance Stock Unit Award Agreement: During the six months ended June 30, 2022, total PSUs of 697,135 were awarded (“2022 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”). The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2022 PSU awards will vest based on achieving 80 % to 120 % of the performance targets, with the corresponding vested unit amount ranging from 50 % to 200 % . If the performance targets are met at 100 % , the 2022 PSU awards will vest at 697,135 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.
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The Compensation Committee establishes the annual performance targets at the beginning of each year. Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation – Stock compensation. The 2022 PSU award grant date fair value for the 2022 Tranche Year award of 232,270 units was approximately $ 4.5 million and the 2021 PSU award grant date fair value for the 2022 Tranche Year award of 878,540 units was approximately $ 17.3 million, measured using performance targets at 100 %. The 2020 PSU award for the 2022 Tranche Year was previously granted in year 2020, and was subsequently modified on October 30, 2020 where the grant date fair value was not determined until February 16, 2022 when the performance targets were established. As a result, the 2020 PSU award grant date fair value for the 2022 Tranche Year award of 429,683 units was approximately $ 8.5 million, measured using performance targets at 100 %. At June 30, 2022, the Company estimated that 2022 Tranche Year target performance conditions for the annual Adjusted EBITDA and free cash flow are expected to be achieved at 200 % and 120 %, respectively.
The following table represents the nonvested RSU and PSU activity for the six months ended June 30, 2022:
Weighted
Average
Shares of RSU
Grant Date
and PSU
Fair Value
Nonvested at January 1, 2022 (1)
7,841,733
$
7.92
Granted (2)
2,778,132
19.59
Vested
( 2,799,845 )
7.17
Forfeited
( 336,960 )
11.62
Cancelled (3)
( 2,358,278 )
7.16
Nonvested at June 30, 2022
5,124,782
$
14.77
Tranche Years 2023 and 2024 awarded under the 2022 PSU award and Tranche Year 2023 awarded under the 2021 PSU award with grant date fair values to be determined in years 2023 and 2024, respectively
1,267,959
Total Nonvested at June 30, 2022
6,392,741
(1) Includes awards modified during 2020 where grant date fair value was not determined until 2022.
(2) The number of PSU shares granted under the Tranche Year 2022 assumes the Company will attain a performance target at 200 % for the Adjusted EBITDA target and 120 % for the free cash flow target. The PSUs vest ratably based on a scale ranging from 80 % to 120 % of the performance target with the vested amount ranging from 50 % to 200 % for Tranche Year 2022 awards granted under the 2022, 2021 and 2020 PSU awards.
(3) Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive plan. As a result, the Company paid taxes for restricted unit withholdings of approximately $ 52.2 million during the six months ended June 30, 2022.
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Table of Contents
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2022
Accumulated
Class A Voting
Additional
Other
Total
Common Stock
Paid-in
Comprehensive
Accumulated
Stockholders’
(In millions, except share and per share data)
Shares
Amount
Capital
Loss
Deficit
Equity (Deficit)
Balances December 31, 2021
513,979,100
$
5.1
$
4,857.5
$
( 28.1 )
$
( 6,624.0 )
$
( 1,789.5 )
Net loss
—
—
—
—
( 337.4 )
( 337.4 )
Other comprehensive loss
—
—
—
( 5.8 )
—
( 5.8 )
Taxes paid for restricted unit withholdings
—
—
( 52.2 )
—
—
( 52.2 )
Stock-based compensation (1)
2,841,495
0.1
6.5
—
—
6.6
Balances March 31, 2022
516,820,595
$
5.2
$
4,811.8
$
( 33.9 )
$
( 6,961.4 )
$
( 2,178.3 )
Net loss
—
—
—
—
( 121.6 )
( 121.6 )
Other comprehensive income
—
—
—
( 46.3 )
—
( 46.3 )
Stock-based compensation
—
—
19.4
—
—
19.4
Balances June 30, 2022
516,820,595
$
5.2
$
4,831.2
$
( 80.2 )
$
( 7,083.0 )
$
( 2,326.8 )
(1) Includes 41,650 shares awarded to Board of Directors and 2,799,845 vested RSUs and PSUs.
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Table of Contents
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2021
Accumulated
Class A Voting
Class B Voting
Additional
Other
Total AMC
Common Stock
Common Stock
Paid-in
Treasury Stock
Comprehensive
Accumulated
Stockholders’
Noncontrolling
Total
(In millions, except share and per share data)
Shares
Amount
Shares
Amount
Capital
Shares
Amount
Income (Loss)
Deficit
Equity (Deficit)
Interests
Deficit
Balances December 31, 2020
172,563,249
$
1.8
51,769,784
$
0.5
$
2,465.6
3,732,625
$
( 56.4 )
$
38.7
$
( 5,335.3 )
$
( 2,885.1 )
$
26.9
$
( 2,858.2 )
Net loss
—
—
—
—
—
—
—
—
( 566.9 )
( 566.9 )
( 0.3 )
( 567.2 )
Other comprehensive loss
—
—
—
—
—
—
—
( 51.0 )
—
( 51.0 )
( 0.2 )
( 51.2 )
Baltics noncontrolling capital contribution
—
—
—
—
0.2
—
—
—
—
0.2
( 4.0 )
( 3.8 )
Class A common stock, accrued dividend equivalent adjustment
—
—
—
—
—
—
—
—
( 0.1 )
( 0.1 )
—
( 0.1 )
Class A common stock issuance
187,066,293
1.8
—
—
579.8
—
—
—
—
581.6
—
581.6
Wanda conversion of Class B shares to Class A shares
46,103,784
0.5
( 46,103,784 )
( 0.5 )
—
—
—
—
—
—
—
—
Convertible Notes due 2026 stock conversion
44,422,860
0.4
—
—
606.1
—
—
—
—
606.5
—
606.5
Wanda forfeit and cancellation of Class B shares
—
—
( 5,666,000 )
—
—
—
—
—
—
—
—
—
Stock-based compensation
124,054
—
—
—
5.4
—
—
—
—
5.4
—
5.4
Balances March 31, 2021
450,280,240
$
4.5
—
$
—
$
3,657.1
3,732,625
$
( 56.4 )
$
( 12.3 )
$
( 5,902.3 )
$
( 2,309.4 )
$
22.4
$
( 2,287.0 )
Net loss
—
—
—
—
—
—
—
—
( 343.6 )
( 343.6 )
( 0.4 )
( 344.0 )
Other comprehensive income
—
—
—
—
—
—
—
21.4
—
21.4
—
21.4
100% liquidation of Baltics
—
—
—
—
—
—
—
( 0.9 )
—
( 0.9 )
( 22.0 )
( 22.9 )
Class A common stock, accrued dividend equivalent adjustment
—
—
—
—
—
—
—
—
( 0.2 )
( 0.2 )
—
( 0.2 )
Class A common stock issuance
54,550,000
0.5
—
—
951.6
( 3,732,625 )
56.4
—
( 19.3 )
989.2
—
989.2
Class A common stock issuance to Mudrick
8,500,000
0.1
—
—
230.3
—
—
—
—
230.4
—
230.4
Stock-based compensation
—
—
—
—
8.4
—
—
—
—
8.4
—
8.4
Balances June 30, 2021
513,330,240
$
5.1
—
$
—
$
4,847.4
—
$
—
$
8.2
$
( 6,265.4 )
$
( 1,404.7 )
$
—
$
( 1,404.7 )
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Table of Contents
NOTE 8—INCOME TAXES
The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. The Company is using a discrete income tax calculation for the three and six months ended June 30, 2022 due to the lingering effects of the COVID-19 pandemic on the industry. Historically, for interim financial reporting, the Company estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company will return to the historic approach of computing quarterly tax expense based on an annual effective rate in the future interim period when more reliable estimates of annual income become available. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.
The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state, and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others.
A valuation allowance is recorded against the Company’s U.S. deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria.
The effective tax rate for the six months ended June 30, 2022 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the six-month period. The actual effective rate for the six months ended June 30, 2022 was 0 %. The Company’s consolidated tax rate for the six months ended June 30, 2022 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items. At June 30, 2022 and December 31, 2021, the Company has recorded net deferred tax liabilities of $ 30.8 million and $ 30.7 million, respectively.
Utilization of the Company’s net operating loss carryforwards, disallowed business interest carryforwards and other tax attributes became subject to the Section 382 ownership change limitation due to changes in the Company’s stock ownership on January 27, 2021. The Company does not believe, however, that tax attributes generated prior to this event are significantly impacted by Section 382.
NOTE 9—FAIR VALUE MEASUREMENTS
Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:
Level 1:
Quoted market prices in active markets for identical assets or liabilities.
Level 2:
Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3:
Unobservable inputs that are not corroborated by market data.
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Table of Contents
Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of June 30, 2022:
Fair Value Measurements at June 30, 2022 Using
Significant
Total Carrying
Quoted prices in
Significant other
unobservable
Value at
active market
observable inputs
inputs
(In millions)
June 30, 2022
(Level 1)
(Level 2)
(Level 3)
Other long-term assets:
Investment in Hycroft Mining Holding Corporation warrants
$
18.0
$
—
$
—
$
18.0
Marketable equity securities:
Investment in Hycroft Mining Holding Corporation
26.0
26.0
—
—
Investment in NCM
5.5
5.5
—
—
Total assets at fair value
$
49.5
$
31.5
$
—
$
18.0
Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity method investment in Hycroft was measured at fair value using Hycroft’s stock price at the date of measurement. The investment in NCM was measured at fair value using NCM, Inc.’s underlying stock price at the date of measurement.
To estimate the fair value of the Company’s investment in Hycroft warrants, the Company valued the warrants using the Black Scholes pricing model. Such judgments and estimates included estimates of volatility of 88.3 % and discount rate of 3.0 %. The discount rate is based on the treasury yield that matches the term as of the measurement date. Other inputs included the term of 4.7 years, exercise price of $ 1.068 and Hycroft’s stock price at the date of measurement. There is considerable management judgment with respect to the inputs used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. See Note 5 — Investments for further information regarding the investments in Hycroft.
Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:
Fair Value Measurements at June 30, 2022 Using
Significant other
Significant
Total Carrying
Quoted prices in
observable
unobservable
Value at
active market
inputs
inputs
(In millions)
June 30, 2022
(Level 1)
(Level 2)
(Level 3)
Current maturities of corporate borrowings
$
20.0
$
—
$
16.9
$
—
Corporate borrowings
5,358.2
—
3,535.6
509.1
Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Level 3 fair value measurement represents the transaction price of the corporate borrowings under estimated market conditions. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 6 — Corporate Borrowings and Finance Lease Obligations for further information.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.
NOTE 10—OPERATING SEGMENTS
The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom,
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Table of Contents
Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, Denmark, and Saudi Arabia. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs® membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.
Below is a breakdown of select financial information by reportable operating segment:
Three Months Ended
Six Months Ended
Revenues (In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
U.S. markets
$
907.9
$
374.8
$
1,471.0
$
512.0
International markets
258.5
69.9
481.1
81.0
Total revenues
$
1,166.4
$
444.7
$
1,952.1
$
593.0
Three Months Ended
Six Months Ended
Adjusted EBITDA (In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
U.S. markets
$
94.4
$
( 118.0 )
$
51.0
$
( 318.4 )
International markets
12.3
( 32.8 )
( 6.0 )
( 127.1 )
Total Adjusted EBITDA (1)
$
106.7
$
( 150.8 )
$
45.0
$
( 445.5 )
(1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines 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 the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in the Company’s debt indentures.
Three Months Ended
Six Months Ended
Capital Expenditures (In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
U.S. markets
$
30.3
$
13.8
$
51.4
$
20.4
International markets
10.1
4.1
23.8
9.4
Total capital expenditures
$
40.4
$
17.9
$
75.2
$
29.8
As of
As of
Long-term assets, net (In millions)
June 30, 2022
December 31, 2021
U.S. markets
$
6,397.9
$
6,434.5
International markets
2,209.0
2,516.7
Total long-term assets (1)
$
8,606.9
$
8,951.2
(1) Long-term assets are comprised of property, net, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets.
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Table of Contents
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Net loss
$
( 121.6 )
$
( 344.0 )
$
( 459.0 )
$
( 911.2 )
Plus:
Income tax provision (benefit)
0.6
( 5.2 )
0.7
( 12.0 )
Interest expense
90.3
98.9
182.7
261.7
Depreciation and amortization
97.4
105.7
196.1
219.8
Certain operating expense (1)
3.9
( 4.0 )
6.2
( 1.7 )
Equity in loss of non-consolidated entities
1.0
2.7
6.1
5.5
Cash distributions from non-consolidated entities (2)
0.9
—
1.6
0.3
Attributable EBITDA (3)
( 0.2 )
0.7
—
( 0.1 )
Investment expense (income) (4)
57.3
( 6.3 )
( 6.1 )
( 8.3 )
Other expense (income) (5)
( 35.1 )
( 0.3 )
104.7
( 5.1 )
Other non-cash rent benefit (6)
( 6.9 )
( 11.7 )
( 14.0 )
( 19.2 )
General and administrative — unallocated:
Merger, acquisition and other costs (7)
( 0.3 )
4.3
0.1
11.0
Stock-based compensation expense (8)
19.4
8.4
25.9
13.8
Adjusted EBITDA
$
106.7
$
( 150.8 )
$
45.0
$
( 445.5 )
(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. The Company has 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. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations.
(3) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of the Company’s equity in loss of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and the Company’s gift card and package ticket program.
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Equity in loss of non-consolidated entities
$
1.0
$
2.7
$
6.1
$
5.5
Less:
Equity in loss of non-consolidated entities excluding International theatre joint ventures
0.1
0.3
0.4
1.5
Equity in (loss) of International theatre joint ventures
( 0.9 )
( 2.4 )
( 5.7 )
( 4.0 )
Income tax benefit
—
0.1
—
( 0.1 )
Investment income
0.2
—
0.2
—
Interest expense
—
0.2
—
0.2
Impairment of long-lived assets
—
—
4.2
—
Depreciation and amortization
0.5
2.7
1.3
3.6
Other expense
—
0.1
—
0.2
Attributable EBITDA
$
( 0.2 )
$
0.7
$
—
$
( 0.1 )
(4) Investment expense (income) during the three months ended June 30, 2022 includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $ 27.8 million and deterioration in estimated fair value of the Company’s investment in warrants to purchase
29
Table of Contents
common shares of Hycroft Mining Holding Corporation of $ 20.0 million. During the three months ended June 30, 2022 investment expense (income) includes deterioration in estimated fair value of the Company’s investment in NCM of $ 9.6 million.
Investment expense (income) during the six months ended June 30, 2022 includes appreciation in estimated fair value of the Company’s investment in common shares of Hycroft Mining Holding Corporation of $( 1.0 ) million and appreciation in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft Mining Holding corporation of $( 15.1 ) million. During the six months ended June 30, 2022, investment expense (income) includes deterioration in estimated fair value of the Company’s investment in NCM of $ 9.5 million.
(5) Other expense (income) during the three months ended June 30, 2022, included gain on debt extinguishment of $( 38.6 ) million and foreign currency transaction losses of $ 3.6 million. During the three months ended June 30, 2021, other expense (income) included estimated credit income of $( 3.7 ) million related to decreases in contingent lease guarantees, partially offset by foreign currency transaction losses of $ 3.4 million.
Other expense (income) during the six months ended June 30, 2022, included loss on debt extinguishment of $ 96.4 million and foreign currency transaction losses of $ 8.4 million. During the six months ended June 30, 2021, other expense (income) included foreign currency transaction gains of $( 0.4 ) million and estimated credit income of $( 5.7 ) 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 or non-recurring expense included in general and administrative: other.
NOTE 11—COMMITMENTS AND CONTINGENCIES
The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.
On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al. , Case No. 1:18-cv-00299-AJN (the “Hawaii Action”), and Nichols v. AMC Entertainment Holdings, Inc., et al. , Case No. 1:18-cv-00510-AJN (the “Nichols Action,” and together with the Hawaii Action, the “Actions”), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York. The Actions, which name certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures. On May 30, 2018, the court consolidated the Actions. On January 22, 2019, defendants moved to dismiss the Second Amended Class Action Complaint. On September 23, 2019, the court granted the motion to dismiss in part and denied it in part. On March 2, 2020, plaintiffs moved to certify the purported class. On March 30, 2021, the court granted the motion to certify the class. On September 2, 2021, the parties reached an agreement in principle to resolve the Actions for $ 18.0 million. The Company agreed to the settlement and the payment of the settlement amount
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to eliminate the distraction, burden, expense, and uncertainty of further litigation. The Company and the other defendants continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Actions. On November 1, 2021, the parties to the Actions signed a stipulation of settlement, which memorialized the terms of the agreement in principle, and which the plaintiffs filed with the court. Also on November 1, 2021, plaintiffs filed a motion to preliminarily approve the settlement. On November 8, 2021, the court preliminarily approved the settlement, approved the form of notice to be disseminated to class members, and scheduled a final fairness hearing on the settlement for February 10, 2022. On February 14, 2022, the court issued a final judgment approving the settlement and dismissing the action.
On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. , Case No. 2:18-cv-02262-JAR-TJJ (the “Gantulga Action”), was filed against certain of the Company’s officers and directors in the U.S. District Court for the District of Kansas. The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions. On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S. District Court for the Southern District of New York, which the court granted on October 15, 2018. When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v. Aron, et al. , Case No. 1:18-cv-10007-AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018. The stay was lifted as of February 9, 2022.
On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron , et al., Case No. 1:19-cv-09148-AJN (the “Kenna Action”), was filed in the U.S. District Court for the Southern District of New York. The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019. On April 20, 2020, the plaintiff filed an amended complaint. The Kenna Action asserts claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action. The stay was lifted as of February 9, 2022.
On March 20, 2020, a stockholder derivative complaint, captioned Manuel v. Aron, et al ., Case No. 1:20-cv-02456-AJN (the “Manuel Action”), was filed in the U.S. District Court for the Southern District of New York. The Manuel Action asserts claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action. The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020.
On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v. Aron, et al ., Case No. 1:20-cv-02870-AJN (the “Dinkevich Action”), was filed in the U.S. District Court for the Southern District of New York. The Dinkevich Action asserts the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action. The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020. On January 11, 2022, the court lifted the stay.
On September 23, 2021, a stockholder derivative complaint, captioned Lyon v. Aron, et al. , Case No. 1:21-cv-07940-AJN (the “Lyon Action”), was filed in the U.S. District Court for the Southern District of New York against certain of the Company’s current and former officers and directors. The Lyon Action asserts claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action. On January 14, 2022, defendants moved to dismiss the complaint.
On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Board investigate the allegations in the Actions and pursue claims on the Company’s behalf based on those allegations. On May 5, 2020, the Board determined not to pursue the claims sought in the demand at this time.
On July 15, 2020, the Company received a second stockholder litigation demand requesting substantially the same action as the stockholder demand it received on December 31, 2019. On September 23, 2020, the Board determined not to pursue the claims sought in the demand at this time.
On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd. , et al., C.A. No. 2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and
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derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of common stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018. On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action. On January 8, 2021, the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action. On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17,375,000 (the “Settlement Amount”). The settlement is subject to court approval. Plaintiff’s counsel intends to apply to the court for a fee and expense award, and any amount awarded by the court will be paid out of the Settlement Amount. The remainder of the Settlement Amount, less any taxes and tax related expenses, will be paid to the Company. Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action. On June 24, 2022, the court scheduled a hearing for September 15, 2022, to, amount other things, consider whether to approve the proposed settlement.
NOTE 12—LOSS PER SHARE
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted loss per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive.
The following table sets forth the computation of basic and diluted loss per common share:
Three Months Ended
Six Months Ended
(In millions)
June 30, 2022
June 30, 2021
June 30, 2022
June 30, 2021
Numerator:
Net loss for basic loss per share attributable to AMC Entertainment Holdings, Inc.
$
( 121.6 )
$
( 343.6 )
$
( 459.0 )
$
( 910.5 )
Net loss for diluted loss per share attributable to AMC Entertainment Holdings, Inc.
$
( 121.6 )
$
( 343.6 )
$
( 459.0 )
$
( 910.5 )
Denominator (shares in thousands):
Weighted average shares for basic loss per common share
516,821
480,731
516,368
440,644
Weighted average shares for diluted loss per common share
516,821
480,731
516,368
440,644
Basic loss per common share
$
( 0.24 )
$
( 0.71 )
$
( 0.89 )
$
( 2.07 )
Diluted loss per common share
$
( 0.24 )
$
( 0.71 )
$
( 0.89 )
$
( 2.07 )
Vested RSUs, PSUs, and special performance stock units (“SPSUs”) have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. Unvested RSUs of 2,727,867 for the three and six months ended June 30, 2022 and unvested RSUs of 3,812,964 for the three and six months ended June 30, 2021 were not included in the computation of diluted loss per share because they would be anti-dilutive.
Unvested PSUs and SPSUs are subject to performance and market conditions, respectively, and are included in diluted earnings per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period. Unvested PSUs of 1,426,728 at certain performance targets for the three and six months ended June 30, 2022, unvested PSUs of 2,161,222 at certain performance targets for the three and six months ended June 30, 2021, and unvested SPSUs of 1,156,656 at the minimum market condition for the three and six months ended June 30, 2021, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
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NOTE 13—SUPPLEMENTAL BALANCE SHEET INFORMATION
Other current assets and other long-term assets consist of the following:
(In millions)
June 30, 2022
December 31, 2021
Other current assets:
Income taxes receivable
$
1.0
$
1.9
Prepaids (1)
53.7
35.4
Merchandise inventory
34.9
31.3
Other
13.2
12.9
$
102.8
$
81.5
Other long-term assets:
Investments in real estate
$
8.0
$
9.7
Deferred financing costs revolving credit facility
8.2
5.5
Investments in equity method investees
71.1
85.6
Computer software
76.6
83.7
Investment in common stock
5.5
11.4
Pension asset
19.0
21.1
Investment in Hycroft common stock (2)
26.0
—
Investment in Hycroft warrants (2)
18.0
—
Other
28.2
32.0
$
260.6
$
249.0
(1) The increase primarily relates to prepaid insurance.
(2) The equity method investment in Hycroft is measured under the fair value option. See Note 5 — Investments and Note 9 — Fair Value Measurements for further information regarding the investment in Hycroft .
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NOTE 14—SUBSEQUENT EVENTS
On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit (a “AMC Preferred Equity Unit”) for each share of Common Stock outstanding at the close of business on August 15, 2022. The special dividend is expected to be paid at the close of business on August 19, 2022.
Each AMC Preferred Equity Unit is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of Series A Convertible Participating Preferred Stock, par value $ 0.01 (the “Preferred Stock”). Each AMC Preferred Equity Unit is designed to have the same economic and voting rights as a share of Common Stock. The AMC Preferred Equity Units will be evidenced by a depositary receipt pursuant to a Deposit Agreement (the “Deposit Agreement”) among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively acting as depositary and conversion agent (together, the “Depositary”). The Company will deposit the underlying shares of the Preferred Stock with the Depositary pursuant to the Deposit Agreement. Subject to the terms of the Deposit Agreement, the AMC Preferred Equity Units will be entitled to all the rights and preferences of the Preferred Stock, as applicable, in proportion to the fraction of a share of Preferred Stock the AMC Preferred Equity Units represent.
As a consequence of the special dividend of AMC Preferred Equity Units, in accordance with the terms of the Company's 2013 Equity Incentive Plan, and effective upon payment of the dividend the Company will adjust the terms of outstanding awards issued pursuant to the 2013 Equity Incentive Plan to add one AMC Preferred Equity Unit to each share of Common Stock subject to the outstanding awards (approximately 5,422,554 AMC Preferred Equity Units in aggregate). In addition, for each share of Common Stock available and held in reserve for future awards (currently approximately 1,883,800 shares in aggregate), the Company will reserve an equal number of AMC Preferred Equity Units to be issued in connection with such future awards (such that when combined with the AMC Preferred Equity Units subject to outstanding awards, the adjusted reserve will reflect approximately 7,306,354 AMC Preferred Equity Units in the aggregate).
To provide for the issuance of the Preferred Stock underlying the AMC Preferred Equity Units, on August 4, 2022, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, to designate 10,000,000 shares of the Company’s authorized preferred stock as the Preferred Stock with the preferences, limitations, voting powers and relative rights as set forth in the Certificate of Designations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.