v3.22.4
STOCKHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2022
Schedule of gross proceeds from equity

"At-the-market" Equity Distribution Agreement Dates

Sales Agents

Number of Class A common stock shares sold (in millions)

Number of AMC Preferred Equity Units sold (in millions)

Gross Proceeds (in millions)

September 24, 2020

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC

15.0

15.0

$

56.1

October 20, 2020

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC

15.0

15.0

41.6

November 10, 2020

Goldman Sachs & Co. LLC and B. Riley Securities, Inc.

20.0

20.0

61.4

December 11, 2020

Goldman Sachs & Co. LLC and B. Riley Securities, Inc. (1)

40.93

40.93

113.7

Total year ended December 31, 2020

90.93

90.93

$

272.8

December 11, 2020

Goldman Sachs & Co. LLC and B. Riley Securities, Inc. (1)

137.07

137.07

352.6

January 25, 2021

Goldman Sachs & Co. LLC and B. Riley Securities, Inc.

50.0

50.0

244.3

April 27, 2021

Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Citigroup Global Markets Inc. (2)

43.0

43.0

427.5

June 3, 2021

B. Riley Securities, Inc. and Citigroup Global Markets Inc.

11.55

11.55

587.4

Total year ended December 31, 2021

241.62

241.62

$

1,611.8

September 26, 2022

Citigroup Global Markets Inc.

-

207.75

228.8

Total year ended December 31, 2022

-

207.75

$

228.8

(1)On December 11, 2020, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC and B. Riley Securities, Inc., as sales agents to sell up to 178.0 million shares of the Company’s Common Stock and 178.0 million AMC Preferred Equity Units, of which approximately 40.93 million shares of Common Stock and 40.93 million shares of AMC Preferred Equity Units were sold and settled during December 2020 and approximately 137.07 million shares of Common Stock and 137.0 million shares of AMC Preferred Equity Units were sold and settled during the year ended December 31, 2021.
(2)Included in the Common Stock shares and AMC Preferred Equity Unit shares sold of 43.0 million each was the reissuance of treasury stock shares of approximately 3.7 million shares. Upon the sales of treasury stock, the Company reclassified amounts recorded in treasury stock to additional paid-in capital of $37.1 million and loss of $19.3 million to retained earnings during the year ended December 31, 2021.
Schedule of the Dividends and Dividend Equivalents Paid

Amount per

Amount per

Total Amount

    

    

    

Share of

    

Share of AMC

    

Declared

Declaration Date

Record Date

Date Paid

Common Stock

Preferred Equity Units

(In millions)

February 26, 2020

March 9, 2020

March 23, 2020

$

0.015

$

0.015

$

3.2

Summary of stock based compensation

Year Ended

December 31,

December 31,

December 31,

(In millions)

2022

2021

2020

Board of director stock award expense

$

0.8

$

0.9

$

0.5

Restricted stock unit expense

13.3

12.6

9.7

Performance stock unit expense

8.4

24.5

1.2

Special performance stock unit expense

5.1

14.0

Total stock-based compensation expense

$

22.5

$

43.1

$

25.4

Schedule of stock award granted

Year Ended

December 31, 2022

December 31, 2021

December 31, 2020

Common Stock

41,650

124,054

77,090

AMC Preferred Equity Units

41,650

124,054

77,090

Restricted Stock Unit Award Agreement: The Company granted RSU awards of 1,394,270, 5,375,626, 3,022,594 to certain members of management during the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period. The RSUs granted during 2022, 2021, and 2020 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting.
Restricted Stock Unit Award Executive Agreement: During the year ended December 31, 2019, the Company granted RSU awards of 400,000 to an executive officer (“2019 RSU executive”) of the Company with one-half vesting on the first anniversary of employment on December 2, 2020 and the remaining one-half vesting ratably over a three year period ending on December 2, 2022. All unvested RSUs shall be forfeited upon termination of services. These RSUs will be settled within 30 days of vesting.
Schedule of Nonvested RSU, PSU and SPSU Activity

    

    

Weighted

Average

Shares of RSU

Grant Date

and PSU

Fair Value

Beginning balance at January 1, 2020

6,540,186

$

7.94

Granted

13,035,188

2.33

Vested

(4,944,750)

4.31

Forfeited

(2,040,244)

8.49

Cancelled (1)

(4,271,858)

3.61

Beginning balance at January 1, 2021 (2)

8,318,522

$

2.76

Granted

10,178,468

3.85

Vested

(1,297,720)

1.41

Forfeited

(433,546)

5.37

Cancelled (1)

(1,082,258)

1.41

Nonvested at January 1, 2022

15,683,466

$

3.96

Granted (3)

1,674,802

9.75

Vested

(5,636,324)

3.59

Forfeited

(716,872)

5.86

Cancelled (1)

(4,746,590)

3.59

Nonvested at December 31, 2022 (4)

6,258,482

$

5.91

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

2,523,692

Total Nonvested at December 31, 2022

8,782,174

(1)Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan.
(2)Includes awards modified during 2020 where grant date fair value was not determined until 2021.
(3)The number of PSU shares granted under the Tranche Year 2022 is based on attainment of performance targets at 0% for the Adjusted EBITDA target and 79% for the free cash flow target.
(4)See Note 16—Subsequent Events for information regarding vesting modifications to the 2022 PSUs.
Special Performance Stock Unit  
Schedule of target prices and vesting tranches

Tranche

Target Stock Price

SPSUs Vesting

1

$12.00

1,190,006

2

$16.00

1,190,006

3

$20.00

1,190,006

4

$24.00

1,190,006

5

$28.00

1,189,988

6

$32.00

1,189,988

Schedule of assumptions in determining the fair value of the SPSUs

Assumptions

Expected stock price volatility

45.0%

Expected dividend yield

2.02% and 2.44%

Risk-free interest rate

1.33% and 0.92%

Grant-date stock price

$5.93 and $4.92