Exhibit 99.1
Pro Forma Financial Overview | |
LTM Mar-24 Financials
($ in millions) | | Restricted Group (Domestic) | | | International | | | Unrestricted Subsidiaries1 | | | Consolidated | |
Theatres | | | 383 | | | | 337 | | | | 175 | | | | 895 | |
Revenue | | $ | 2,405 | | | $ | 1,136 | | | $ | 1,269 | | | $ | 4,810 | |
Adj. EBITDA | | $ | 156 | | | $ | 55 | | | $ | 176 | | | $ | 387 | |
Memo | | | | | | | | | | | | | | | | |
Revenue / Theatre | | $ | 6.3 | | | $ | 3.4 | | | $ | 7.2 | | | $ | 5.4 | |
Adj. EBITDA / Theatre | | $ | 0.4 | | | $ | 0.2 | | | $ | 1.0 | | | $ | 0.4 | |
Note: 361,159,031 common shares outstanding as of July 17th
| 1. | Includes (i) new Unrestricted Subsidiary holding transferred theatre and intellectual property assets and (ii) Centertainment Development. AMC Theatres of UK included in International. |
| | | | | (unaudited) | | | | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions, except share data) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 400.9 | | | $ | 94.7 | | | $ | 495.6 | |
Restricted cash | | | 23.1 | | | | — | | | | 23.1 | |
Intercompany receivables (payables) | | | 11.3 | | | | (11.3 | ) | | | — | |
Receivables, net | | | 101.6 | | | | 4.1 | | | | 105.7 | |
Other current assets | | | 81.6 | | | | 34.5 | | | | 116.1 | |
Total current assets | | | 618.5 | | | | 122.0 | | | | 740.5 | |
Property, net | | | 1,230.2 | | | | 440.0 | | | | 1,670.2 | |
Operating lease right-of-use assets, net | | | 2,811.7 | | | | 928.6 | | | | 3,740.3 | |
Intangible assets, net | | | 43.0 | | | | 104.4 | | | | 147.4 | |
Goodwill | | | 2,342.7 | | | | — | | | | 2,342.7 | |
Other long-term assets | | | 205.6 | | | | 0.9 | | | | 206.5 | |
Investment in subsidiary | | | 444.3 | | | | (444.3 | ) | | | — | |
Total assets | | $ | 7,696.0 | | | $ | 1,151.6 | | | $ | 8,847.6 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 213.6 | | | $ | 43.4 | | | $ | 257.0 | |
Accrued expenses and other liabilities | | | 467.5 | | | | 23.1 | | | | 490.6 | |
Deferred revenues and income | | | 386.7 | | | | 5.0 | | | | 391.7 | |
Current maturities of corporate borrowings | | | 20.0 | | | | — | | | | 20.0 | |
Current maturities of finance lease liabilities | | | 6.5 | | | | — | | | | 6.5 | |
Current maturities of operating lease liabilities | | | 383.5 | | | | 163.0 | | | | 546.5 | |
Total current liabilities | | | 1,477.8 | | | | 234.5 | | | | 1,712.3 | |
Corporate borrowings | | | 4,862.0 | | | | — | | | | 4,862.0 | |
Finance lease liabilities | | | 52.0 | | | | — | | | | 52.0 | |
Operating lease liabilities | | | 3,260.0 | | | | 912.2 | | | | 4,172.2 | |
Exhibitor services agreement | | | 502.5 | | | | — | | | | 502.5 | |
Deferred tax liability, net | | | 32.7 | | | | — | | | | 32.7 | |
Shareholder litigation liability | | | — | | | | — | | | | — | |
Other long-term liabilities | | | 99.3 | | | | 4.9 | | | | 104.2 | |
Total liabilities | | | 10,286.3 | | | | 1,151.6 | | | | 11,437.9 | |
Commitments and contingencies | | | | | | | | | | | | |
Stockholders’ deficit: | | | | | | | | | | | | |
AMC Entertainment Holdings, Inc.'s stockholders' deficit: | | | | | | | | | | | | |
Preferred stock | | | 0.1 | | | | — | | | | 0.1 | |
Class A common stock | | | 5.2 | | | | — | | | | 5.2 | |
Additional paid-in capital | | | 5,322.1 | | | | — | | | | 5,322.1 | |
Accumulated other comprehensive loss | | | (84.6 | ) | | | — | | | | (84.6 | ) |
Accumulated deficit | | | (7,833.1 | ) | | | — | | | | (7,833.1 | ) |
Total stockholders' deficit | | | (2,590.3 | ) | | | — | | | | (2,590.3 | ) |
Total liabilities and stockholders’ deficit | | $ | 7,696.0 | | | $ | 1,151.6 | | | $ | 8,847.6 | |
| | Three Months Ended March 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Revenues | | | | | | | | | |
Admissions | | $ | 382.1 | | | $ | 152.0 | | | $ | 534.1 | |
Food and beverage | | | 249.8 | | | | 78.9 | | | | 328.7 | |
Other theatre | | | 77.6 | | | | 14.0 | | | | 91.6 | |
Intercompany management services | | | 3.2 | | | | (3.2 | ) | | | — | |
Intercompany royalty fee | | | (2.3 | ) | | | 2.3 | | | | — | |
Total revenues | | | 710.8 | | | | 244.0 | | | | 954.4 | |
Operating costs and expenses | | | | | | | | | | | | |
Film exhibition costs | | | 172.0 | | | | 74.2 | | | | 246.2 | |
Food and beverage costs | | | 48.3 | | | | 13.1 | | | | 61.4 | |
Operating expense, excluding depreciation and amortization below | | | 294.4 | | | | 88.8 | | | | 383.2 | |
Rent | | | 150.1 | | | | 55.6 | | | | 205.7 | |
General and administrative: | | | | | | | | | | | | |
Merger, acquisition and other costs | | | 0.2 | | | | — | | | | 0.2 | |
Other, excluding depreciation and amortization below | | | 72.3 | | | | — | | | | 72.3 | |
Depreciation and amortization | | | 69.4 | | | | 24.2 | | | | 93.6 | |
Impairment of long-lived assets | | | — | | | | — | | | | — | |
Operating costs and expenses | | | 806.7 | | | | 255.9 | | | | 1,062.6 | |
Operating income (loss) | | | (96.3 | ) | | | (11.9 | ) | | | (108.2 | ) |
Other expense, net: | | | | | | | | | | | | |
Other expense (income) | | | 37.9 | | | | (0.1 | ) | | | 37.8 | |
Interest expense: | | | | | | | | | | | | |
Corporate borrowings | | | 90.7 | | | | — | | | | 90.7 | |
Finance lease obligations | | | 0.9 | | | | — | | | | 0.9 | |
Non-cash NCM exhibitor services agreement | | | 9.5 | | | | — | | | | 9.5 | |
Investment expense (income) | | | 2.0 | | | | (15.5 | ) | | | (13.5 | ) |
Total other expense, net | | | 141.0 | | | | (15.6 | ) | | | 125.4 | |
Net earnings (loss) before income taxes | | | (237.3 | ) | | | 3.7 | | | | (233.6 | ) |
Income tax provision | | | 1.9 | | | | — | | | | 1.9 | |
Net earnings (loss) | | $ | (239.2 | ) | | $ | 3.7 | | | $ | (235.5 | ) |
Adjusted EBITDA for the unrestricted subsidiaries for three months ended March 31, 2023, was $11.1 million.
| | Three Months Ended March 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net earnings (loss) | | $ | (239.2 | ) | | $ | 3.7 | | | $ | (235.5 | ) |
Other comprehensive loss: | | | | | | | | | | | | |
Unrealized foreign currency translation adjustments | | | (7.7 | ) | | | 0.5 | | | | (7.2 | ) |
Pension adjustments: | | | | | | | | | | | | |
Net gain (loss) arising during the period | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Other comprehensive loss: | | | (7.8 | ) | | | 0.5 | | | | (7.3 | ) |
Total comprehensive loss | | $ | (247.0 | ) | | $ | 4.2 | | | $ | (242.8 | ) |
| | Three months ended | |
| | March 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net loss | | $ | (239.2 | ) | | $ | 3.7 | | | $ | (235.5 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 69.4 | | | | 24.2 | | | | 93.6 | |
(Gain) loss on extinguishment of debt | | | (65.1 | ) | | | — | | | | (65.1 | ) |
Deferred income taxes | | | 0.6 | | | | — | | | | 0.6 | |
Impairment of long-lived assets | | | — | | | | — | | | | — | |
Unrealized loss (gain) on investments in Hycroft | | | 4.6 | | | | — | | | | 4.6 | |
Amortization of net premium on corporate borrowings to interest expense | | | (15.2 | ) | | | — | | | | (15.2 | ) |
Amortization of deferred financing costs to interest expense | | | 2.3 | | | | — | | | | 2.3 | |
Non-cash portion of stock-based compensation | | | 25.9 | | | | — | | | | 25.9 | |
Gain on disposition of Saudi Cinema Company | | | — | | | | (15.5 | ) | | | (15.5 | ) |
Equity in loss from non-consolidated entities, net of distributions | | | (0.8 | ) | | | (0.3 | ) | | | (1.1 | ) |
Landlord contributions | | | 6.4 | | | | — | | | | 6.4 | |
Other non-cash rent benefit | | | (8.0 | ) | | | (1.6 | ) | | | (9.6 | ) |
Deferred rent | | | (29.7 | ) | | | (8.9 | ) | | | (38.6 | ) |
Net periodic benefit cost (income) | | | 0.4 | | | | — | | | | 0.4 | |
Non-cash shareholder litigation expense | | | 116.6 | | | | — | | | | 116.6 | |
Change in assets and liabilities: | | | | | | | | | | | | |
Receivables | | | 63.6 | | | | 3.4 | | | | 67.0 | |
Other assets | | | (26.8 | ) | | | (1.7 | ) | | | (28.5 | ) |
Accounts payable | | | (55.0 | ) | | | (10.2 | ) | | | (65.2 | ) |
Accrued expenses and other liabilities | | | (20.9 | ) | | | (0.1 | ) | | | (21.0 | ) |
Intercompany receivables and payables | | | (11.3 | ) | | | 11.3 | | | | — | |
Other, net | | | (12.4 | ) | | | 0.4 | | | | (12.0 | ) |
Net cash used in operating activities | | | (195.6 | ) | | | 4.7 | | | | (189.9 | ) |
Cash flows from investing activities: | | | | | | | | | | | | |
Capital expenditures | | | (41.1 | ) | | | (6.3 | ) | | | (47.4 | ) |
Acquisition of theatre assets | | | — | | | | — | | | | — | |
Proceeds from disposition of Saudi Cinema Company | | | — | | | | 30.0 | | | | 30.0 | |
Proceeds from disposition of long-term assets | | | 0.8 | | | | — | | | | 0.8 | |
Other, net | | | — | | | | — | | | | — | |
Net cash used in investing activities | | | (40.3 | ) | | | 23.7 | | | | (16.6 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Repurchase of Senior Subordinated Notes due 2026 | | | (1.7 | ) | | | — | | | | (1.7 | ) |
Repurchase of Second Lien Notes due 2026 | | | (54.8 | ) | | | — | | | | (54.8 | ) |
Scheduled principal payments under Term Loan due 2026 | | | (5.0 | ) | | | — | | | | (5.0 | ) |
Net proceeds from equity issuances | | | 146.6 | | | | — | | | | 146.6 | |
Principal payments under finance lease obligations | | | (1.6 | ) | | | — | | | | (1.6 | ) |
Cash used to pay for deferred financing costs | | | (1.5 | ) | | | — | | | | (1.5 | ) |
Taxes paid for restricted unit withholdings | | | (13.1 | ) | | | — | | | | (13.1 | ) |
Net cash provided by (used in) financing activities | | | 68.9 | | | | — | | | | 68.9 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | | | 1.9 | | | | — | | | | 1.9 | |
Net decrease in cash and cash equivalents and restricted cash | | | (164.1 | ) | | | 28.4 | | | | (135.7 | ) |
Cash and cash equivalents and restricted cash at beginning of period | | | 588.1 | | | | 15.7 | | | | 654.4 | |
Cash and cash equivalents and restricted cash at end of period | | $ | 424.0 | | | $ | 94.7 | | | $ | 518.7 | |
| | As of December 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions, except share data) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 785.4 | | | $ | 98.9 | | | $ | 884.3 | |
Restricted cash | | | 27.1 | | | | — | | | | 27.1 | |
Intercompany receivables (payables) | | | (92.5 | ) | | | 92.5 | | | | — | |
Receivables, net | | | 193.1 | | | | 10.6 | | | | 203.7 | |
Other current assets | | | 53.2 | | | | 34.8 | | | | 88.0 | |
Total current assets | | | 966.3 | | | | 236.8 | | | | 1,203.1 | |
Property, net | | | 1,153.1 | | | | 407.3 | | | | 1,560.4 | |
Operating lease right-of-use assets, net | | | 2,649.2 | | | | 895.3 | | | | 3,544.5 | |
Intangible assets, net | | | 42.3 | | | | 104.4 | | | | 146.7 | |
Goodwill | | | 2,358.7 | | | | — | | | | 2,358.7 | |
Other long-term assets | | | 194.8 | | | | 1.0 | | | | 195.8 | |
Investment in subsidiary | | | 554.2 | | | | (554.2 | ) | | | — | |
Total assets | | $ | 7,918.6 | | | $ | 1,090.6 | | | $ | 9,009.2 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 273.0 | | | $ | 47.5 | | | $ | 320.5 | |
Accrued expenses and other liabilities | | | 329.6 | | | | 21.2 | | | | 350.8 | |
Deferred revenues and income | | | 420.2 | | | | 1.6 | | | | 421.8 | |
Current maturities of corporate borrowings | | | 25.1 | | | | — | | | | 25.1 | |
Current maturities of finance lease liabilities | | | 5.4 | | | | — | | | | 5.4 | |
Current maturities of operating lease liabilities | | | 367.9 | | | | 140.9 | | | | 508.8 | |
Total current liabilities | | | 1,421.2 | | | | 211.2 | | | | 1,632.4 | |
Corporate borrowings | | | 4,552.3 | | | | — | | | | 4,552.3 | |
Finance lease liabilities | | | 50.0 | | | | — | | | | 50.0 | |
Operating lease liabilities | | | 3,125.4 | | | | 875.3 | | | | 4,000.7 | |
Exhibitor services agreement | | | 486.6 | | | | — | | | | 486.6 | |
Deferred tax liability, net | | | 32.4 | | | | — | | | | 32.4 | |
Shareholder litigation liability | | | — | | | | — | | | | — | |
Other long-term liabilities | | | 98.6 | | | | 4.1 | | | | 102.7 | |
Total liabilities | | | 9,766.5 | | | | 1,090.6 | | | | 10,857.1 | |
Commitments and contingencies | | | | | | | | | | | | |
Stockholders’ deficit: | | | | | | | | | | | | |
AMC Entertainment Holdings, Inc.'s stockholders' deficit: | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | |
Class A common stock | | | 2.6 | | | | — | | | | 2.6 | |
Additional paid-in capital | | | 6,221.9 | | | | — | | | | 6,221.9 | |
Accumulated other comprehensive loss | | | (78.2 | ) | | | — | | | | (78.2 | ) |
Accumulated deficit | | | (7,994.2 | ) | | | — | | | | (7,994.2 | ) |
Total stockholders' deficit | | | (1,847.9 | ) | | | — | | | | (1,847.9 | ) |
Total liabilities and stockholders’ deficit | | $ | 7,918.6 | | | $ | 1,090.6 | | | $ | 9,0009.2 | |
| | Twelve Months Ended December 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Revenues | | | | | | | | | |
Admissions | | $ | 1,893.7 | | | $ | 796.8 | | | $ | 2,690.5 | |
Food and beverage | | | 1,255.4 | | | | 414.4 | | | | 1,669.8 | |
Other theatre | | | 375.1 | | | | 77.2 | | | | 452.3 | |
Intercompany management services | | | 19.7 | | | | (19.7 | ) | | | — | |
Intercompany royalty fee | | | (12.0 | ) | | | 12.0 | | | | — | |
Total revenues | | | 3,531.9 | | | | 1,280.7 | | | | 4,812.6 | |
Operating costs and expenses | | | | | | | | | | | | |
Film exhibition costs | | | 888.3 | | | | 402.8 | | | | 1,291.1 | |
Food and beverage costs | | | 246.0 | | | | 69.3 | | | | 315.3 | |
Operating expense, excluding depreciation and amortization below | | | 1,292.4 | | | | 399.1 | | | | 1,691.5 | |
Rent | | | 653.4 | | | | 220.1 | | | | 873.5 | |
General and administrative: | | | | | | | | | | | | |
Merger, acquisition and other costs | | | 1.7 | | | | — | | | | 1.7 | |
Other, excluding depreciation and amortization below | | | 241.9 | | | | — | | | | 241.9 | |
Depreciation and amortization | | | 275.2 | | | | 89.8 | | | | 365.0 | |
Impairment of long-lived assets | | | 104.3 | | | | 2.6 | | | | 106.9 | |
Operating costs and expenses | | | 3,703.2 | | | | 1,183.7 | | | | 4,886.9 | |
Operating income (loss) | | | (171.3 | ) | | | 97.0 | | | | (74.3 | ) |
Other expense, net: | | | | | | | | | | | | |
Other expense (income) | | | (77.6 | ) | | | 0.8 | | | | (76.8 | ) |
Interest expense: | | | | | | | | | | | | |
Corporate borrowings | | | 369.6 | | | | — | | | | 369.6 | |
Finance lease obligations | | | 3.7 | | | | — | | | | 3.7 | |
Non-cash NCM exhibitor services agreement | | | 37.9 | | | | — | | | | 37.9 | |
Investment expense (income) | | | 0.9 | | | | (16.4 | ) | | | (15.5 | ) |
Total other expense, net | | | 334.5 | | | | (15.6 | ) | | | 318.9 | |
Net earnings (loss) before income taxes | | | (505.8 | ) | | | 112.6 | | | | (393.2 | ) |
Income tax provision | | | 3.4 | | | | — | | | | 3.4 | |
Net earnings (loss) | | $ | (509.2 | ) | | $ | 112.6 | | | $ | (396.6 | ) |
Adjusted EBITDA for the unrestricted subsidiaries for twelve months ended December 31, 2023, was $183.2 million.
| | Twelve Months Ended December 31, 2023 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net earnings (loss) | | $ | (509.2 | ) | | $ | 112.6 | | | $ | (396.6 | ) |
Other comprehensive loss: | | | | | | | | | | | | |
Unrealized foreign currency translation adjustments | | | (0.4 | ) | | | 1.5 | | | | 1.1 | |
Pension adjustments: | | | | | | | | | | | | |
Net gain (loss) arising during the period | | | (2.0 | ) | | | — | | | | (2.0 | ) |
Other comprehensive loss: | | | (2.4 | ) | | | 1.5 | | | | (0.9 | ) |
Total comprehensive loss | | $ | (511.6 | ) | | $ | 114.1 | | | $ | (397.5 | ) |
| | Twelve months ended | |
| | December 31, 2023 | |
| | (unaudited) | |
| | | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net loss | | $ | (509.2 | ) | | $ | 112.6 | | | $ | (396.6 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 275.2 | | | | 89.8 | | | | 365.0 | |
(Gain) loss on extinguishment of debt | | | (142.8 | ) | | | — | | | | (142.8 | ) |
Deferred income taxes | | | 0.7 | | | | — | | | | 0.7 | |
Impairment of long-lived assets | | | 104.3 | | | | 2.6 | | | | 106.9 | |
Unrealized loss (gain) on investments in Hycroft | | | 12.6 | | | | — | | | | 12.6 | |
Amortization of net premium on corporate borrowings to interest expense | | | (55.6 | ) | | | — | | | | (55.6 | ) |
Amortization of deferred financing costs to interest expense | | | 9.6 | | | | — | | | | 9.6 | |
Non-cash portion of stock-based compensation | | | 42.5 | | | | — | | | | 42.5 | |
Gain on disposition of Saudi Cinema Company | | | — | | | | (15.5 | ) | | | (15.5 | ) |
Equity in loss from non-consolidated entities, net of distributions | | | 0.1 | | | | (0.3 | ) | | | (0.2 | ) |
Landlord contributions | | | 22.6 | | | | 1.3 | | | | 23.9 | |
Other non-cash rent benefit | | | (28.7 | ) | | | (6.3 | ) | | | (35.0 | ) |
Deferred rent | | | (90.2 | ) | | | (33.9 | ) | | | (124.1 | ) |
Net periodic benefit cost (income) | | | 1.4 | | | | — | | | | 1.4 | |
Non-cash shareholder litigation expense | | | 99.3 | | | | — | | | | 99.3 | |
Change in assets and liabilities: | | | | | | | | | | | | |
Receivables | | | (42.5 | ) | | | (3.1 | ) | | | (45.6 | ) |
Other assets | | | (4.4 | ) | | | (2.3 | ) | | | (6.7 | ) |
Accounts payable | | | 5.4 | | | | (6.1 | ) | | | (0.7 | ) |
Accrued expenses and other liabilities | | | (18.8 | ) | | | (7.9 | ) | | | (26.7 | ) |
Intercompany receivables and payables | | | 92.5 | | | | (92.5 | ) | | | — | |
Other, net | | | (30.5 | ) | | | 2.9 | | | | (27.6 | ) |
Net cash used in operating activities | | | (256.5 | ) | | | 41.3 | | | | (215.2 | ) |
Cash flows from investing activities: | | | | | | | | | | | | |
Capital expenditures | | | (186.9 | ) | | | (38.7 | ) | | | (225.6 | ) |
Acquisition of theatre assets | | | (4.0 | ) | | | — | | | | (4.0 | ) |
Proceeds from disposition of Saudi Cinema Company | | | — | | | | 30.0 | | | | 30.0 | |
Proceeds from disposition of long-term assets | | | 16.5 | | | | — | | | | 16.5 | |
Other, net | | | 3.0 | | | | — | | | | 3.0 | |
Net cash used in investing activities | | | (171.4 | ) | | | (8.7 | ) | | | (180.1 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Repurchase of Senior Subordinated Notes due 2026 | | | (1.7 | ) | | | — | | | | (1.7 | ) |
Repurchase of Second Lien Notes due 2026 | | | (139.9 | ) | | | — | | | | (139.9 | ) |
Scheduled principal payments under Term Loan due 2026 | | | (20.0 | ) | | | — | | | | (20.0 | ) |
Net proceeds from equity issuances | | | 832.7 | | | | — | | | | 832.7 | |
Principal payments under finance lease obligations | | | (5.6 | ) | | | — | | | | (5.6 | ) |
Cash used to pay for deferred financing costs | | | (2.0 | ) | | | — | | | | (2.0 | ) |
Taxes paid for restricted unit withholdings | | | (14.2 | ) | | | — | | | | (14.2 | ) |
Net cash provided by (used in) financing activities | | | 649.3 | | | | — | | | | 649.3 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | | | 3.0 | | | | — | | | | 3.0 | |
Net decrease in cash and cash equivalents and restricted cash | | | 224.4 | | | | 32.6 | | | | 257.0 | |
Cash and cash equivalents and restricted cash at beginning of period | | | 588.1 | | | | 66.3 | | | | 654.4 | |
Cash and cash equivalents and restricted cash at end of period | | $ | 812.5 | | | $ | 98.9 | | | $ | 911.4 | |
| | | | | (unaudited) | | | | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions, except share data) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 526.0 | | | $ | 98.2 | | | $ | 624.2 | |
Restricted cash | | | 36.5 | | | | — | | | | 36.5 | |
Intercompany receivables (payables) | | | (83.1 | ) | | | 83.1 | | | | — | |
Receivables, net | | | 129.3 | | | | 11.1 | | | | 140.4 | |
Other current assets | | | 77.6 | | | | 34.3 | | | | 111.9 | |
Total current assets | | | 686.3 | | | | 226.7 | | | | 913.0 | |
Property, net | | | 1,111.2 | | | | 393.1 | | | | 1,504.3 | |
Operating lease right-of-use assets, net | | | 2,587.4 | | | | 872.1 | | | | 3,459.5 | |
Intangible assets, net | | | 41.4 | | | | 104.4 | | | | 145.8 | |
Goodwill | | | 2,322.1 | | | | — | | | | 2,322.1 | |
Other long-term assets | | | 193.1 | | | | 0.9 | | | | 194.0 | |
Investment in subsidiary | | | 541.8 | | | | (541.8 | ) | | | — | |
Total assets | | $ | 7,483.3 | | | $ | 1,055.4 | | | $ | 8,538.7 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 208.7 | | | $ | 41.5 | | | $ | 250.2 | |
Accrued expenses and other liabilities | | | 300.3 | | | | 19.2 | | | | 319.5 | |
Deferred revenues and income | | | 391.6 | | | | 2.6 | | | | 394.2 | |
Current maturities of corporate borrowings | | | 25.0 | | | | — | | | | 25.0 | |
Current maturities of finance lease liabilities | | | 5.2 | | | | — | | | | 5.2 | |
Current maturities of operating lease liabilities | | | 368.7 | | | | 140.2 | | | | 508.9 | |
Total current liabilities | | | 1,299.5 | | | | 203.5 | | | | 1,503.0 | |
Corporate borrowings | | | 4,518.0 | | | | — | | | | 4,518.0 | |
Finance lease liabilities | | | 48.0 | | | | — | | | | 48.0 | |
Operating lease liabilities | | | 3,037.0 | | | | 848.0 | | | | 3,885.0 | |
Exhibitor services agreement | | | 481.1 | | | | — | | | | 481.1 | |
Deferred tax liability, net | | | 32.8 | | | | — | | | | 32.8 | |
Shareholder litigation liability | | | — | | | | — | | | | — | |
Other long-term liabilities | | | 97.9 | | | | 3.9 | | | | 101.8 | |
Total liabilities | | | 9,514.3 | | | | 1,055.4 | | | | 10,569.7 | |
Commitments and contingencies | | | | | | | | | | | | |
Stockholders’ deficit: | | | | | | | | | | | | |
AMC Entertainment Holdings, Inc.'s stockholders' deficit: | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | |
Class A common stock | | | 2.6 | | | | — | | | | 2.6 | |
Additional paid-in capital | | | 6,237.7 | | | | — | | | | 6,237.7 | |
Accumulated other comprehensive loss | | | (113.6 | ) | | | — | | | | (113.6 | ) |
Accumulated deficit | | | (8,157.7 | ) | | | — | | | | (8,157.7 | ) |
Total stockholders' deficit | | | (2,031.0 | ) | | | — | | | | (2,031.0 | ) |
Total liabilities and stockholders’ deficit | | $ | 7,483.3 | | | $ | 1,055.4 | | | $ | 8,538.7 | |
| | Three Months Ended March 31, 2024 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
(In millions) | | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Revenues | | | | | | | | | |
Admissions | | $ | 383.1 | | | $ | 147.4 | | | $ | 530.5 | |
Food and beverage | | | 245.8 | | | | 75.4 | | | | 321.2 | |
Other theatre | | | 85.2 | | | | 14.5 | | | | 99.7 | |
Intercompany management services | | | 3.1 | | | | (3.1 | ) | | | — | |
Intercompany royalty fee | | | (2.3 | ) | | | 2.3 | | | | — | |
Total revenues | | | 714.9 | | | | 236.5 | | | | 951.4 | |
Operating costs and expenses | | | | | | | | | | | | |
Film exhibition costs | | | 169.9 | | | | 69.4 | | | | 239.3 | |
Food and beverage costs | | | 49.2 | | | | 13.8 | | | | 63.0 | |
Operating expense, excluding depreciation and amortization below | | | 303.4 | | | | 90.4 | | | | 393.8 | |
Rent | | | 168.5 | | | | 56.0 | | | | 224.5 | |
General and administrative: | | | | | | | | | | | | |
Merger, acquisition and other costs | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Other, excluding depreciation and amortization below | | | 57.7 | | | | — | | | | 57.7 | |
Depreciation and amortization | | | 61.9 | | | | 19.7 | | | | 81.6 | |
Impairment of long-lived assets | | | — | | | | — | | | | — | |
Operating costs and expenses | | | 810.5 | | | | 249.3 | | | | 1,059.8 | |
Operating income (loss) | | | (95.6 | ) | | | (12.8 | ) | | | (108.4 | ) |
Other expense, net: | | | | | | | | | | | | |
Other expense (income) | | | (42.5 | ) | | | (0.3 | ) | | | (42.8 | ) |
Interest expense: | | | | | | | | | | | | |
Corporate borrowings | | | 91.0 | | | | — | | | | 91.0 | |
Finance lease obligations | | | 0.9 | | | | — | | | | 0.9 | |
Non-cash NCM exhibitor services agreement | | | 9.3 | | | | — | | | | 9.3 | |
Investment expense (income) | | | (4.7 | ) | | | (0.4 | ) | | | (5.1 | ) |
Total other expense, net | | | 54.9 | | | | (0.7 | ) | | | 53.3 | |
Net earnings (loss) before income taxes | | | (149.6 | ) | | | (12.1 | ) | | | (161.7 | ) |
Income tax provision | | | 1.8 | | | | — | | | | 1.8 | |
Net earnings (loss) | | $ | (151.4 | ) | | $ | (12.1 | ) | | $ | (163.5 | ) |
Adjusted EBITDA for the unrestricted subsidiaries for three months ended March 31, 2024, was $5.1 million.
| | Three Months Ended March 31, 2024 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net earnings (loss) | | $ | (151.4 | ) | | $ | (12.1 | ) | | $ | (163.5 | ) |
Other comprehensive loss: | | | | | | | | | | | | |
Unrealized foreign currency translation adjustments | | | (35.5 | ) | | | (0.3 | ) | | | (35.8 | ) |
Pension adjustments: | | | | | | | | | | | | |
Net gain (loss) arising during the period | | | 0.4 | | | | — | | | | 0.4 | |
Other comprehensive loss: | | | (35.1 | ) | | | (0.3 | ) | | | (35.4 | ) |
Total comprehensive loss | | $ | (186.5 | ) | | $ | (12.4 | ) | | $ | (198.9 | ) |
| | Three months ended | |
| | March 31, 2024 | |
| | (unaudited) | |
| | AMCEH & | | | | | | | |
| | Restricted | | | Unrestricted | | | | |
| | Subsidiaries | | | Subsidiaries | | | Consolidated | |
Net loss | | $ | (151.4 | ) | | $ | (12.1 | ) | | $ | (163.5 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 61.9 | | | | 19.7 | | | | 81.6 | |
(Gain) loss on extinguishment of debt | | | (5.8 | ) | | | — | | | | (5.8 | ) |
Deferred income taxes | | | 0.5 | | | | — | | | | 0.5 | |
Impairment of long-lived assets | | | — | | | | — | | | | — | |
Unrealized loss (gain) on investments in Hycroft | | | 1.0 | | | | — | | | | 1.0 | |
Amortization of net premium on corporate borrowings to interest expense | | | (11.2 | ) | | | — | | | | (11.2 | ) |
Amortization of deferred financing costs to interest expense | | | 2.5 | | | | — | | | | 2.5 | |
Non-cash portion of stock-based compensation | | | 4.3 | | | | — | | | | 4.3 | |
Gain on disposition of Saudi Cinema Company | | | — | | | | — | | | | — | |
Equity in loss from non-consolidated entities, net of distributions | | | (2.4 | ) | | | — | | | | (2.4 | ) |
Landlord contributions | | | 4.6 | | | | — | | | | 4.6 | |
Other non-cash rent benefit | | | (10.0 | ) | | | (1.7 | ) | | | (11.7 | ) |
Deferred rent | | | (13.3 | ) | | | (3.1 | ) | | | (16.4 | ) |
Net periodic benefit cost (income) | | | 0.7 | | | | — | | | | 0.7 | |
Non-cash shareholder litigation expense | | | — | | | | — | | | | — | |
Change in assets and liabilities: | | | | | | | | | | | | |
Receivables | | | 59.3 | | | | (0.5 | ) | | | 58.8 | |
Other assets | | | (24.3 | ) | | | 0.6 | | | | (23.7 | ) |
Accounts payable | | | (42.1 | ) | | | (6.0 | ) | | | (48.1 | ) |
Accrued expenses and other liabilities | | | (61.1 | ) | | | (1.4 | ) | | | (62.5 | ) |
Intercompany receivables and payables | | | (9.4 | ) | | | 9.4 | | | | — | |
Other, net | | | 3.3 | | | | (0.3 | ) | | | 3.0 | |
Net cash used in operating activities | | | (192.9 | ) | | | 4.6 | | | | (188.3 | ) |
Cash flows from investing activities: | | | | | | | | | | | | |
Capital expenditures | | | (45.2 | ) | | | (5.3 | ) | | | (50.5 | ) |
Acquisition of theatre assets | | | — | | | | — | | | | — | |
Proceeds from disposition of Saudi Cinema Company | | | — | | | | — | | | | — | |
Proceeds from disposition of long-term assets | | | — | | | | — | | | | — | |
Other, net | | | 0.5 | | | | — | | | | 0.5 | |
Net cash used in investing activities | | | (44.7 | ) | | | (5.3 | ) | | | (50.0 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Repurchase of Senior Subordinated Notes due 2026 | | | — | | | | — | | | | — | |
Repurchase of Second Lien Notes due 2026 | | | — | | | | — | | | | — | |
Scheduled principal payments under Term Loan due 2026 | | | (5.0 | ) | | | — | | | | (5.0 | ) |
Net proceeds from equity issuances | | | (0.5 | ) | | | — | | | | (0.5 | ) |
Principal payments under finance lease obligations | | | (1.2 | ) | | | — | | | | (1.2 | ) |
Cash used to pay for deferred financing costs | | | (0.1 | ) | | | — | | | | (0.1 | ) |
Taxes paid for restricted unit withholdings | | | (2.2 | ) | | | — | | | | (2.2 | ) |
Net cash provided by (used in) financing activities | | | (9.0 | ) | | | — | | | | (9.0 | ) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | | | (3.4 | ) | | | — | | | | (3.4 | ) |
Net decrease in cash and cash equivalents and restricted cash | | | (250.0 | ) | | | (0.7 | ) | | | (250.7 | ) |
Cash and cash equivalents and restricted cash at beginning of period | | | 812.5 | | | | 98.9 | | | | 911.4 | |
Cash and cash equivalents and restricted cash at end of period | | $ | 562.5 | | | $ | 98.2 | | | $ | 660.7 | |