v3.23.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2023
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

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.

Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company also believes it will comply with the minimum liquidity covenant requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period. Pursuant to the Twelfth Amendment to Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024. The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024. Since the financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility. As of June 30, 2023, the Company was subject to a minimum liquidity requirement of $100 million as a condition to the financial covenant suspension period under the Credit Agreement.

The Company’s current cash burn rates are not sustainable long-term. In order to achieve net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID operating revenues. North American box office grosses were down approximately 21% for the six months ended June 30, 2023 compared to the six months ended June 30, 2019. Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Additionally, the duration of labor stoppages, including but not limited to the Writers Guild of America strike that began on May 2, 2023, and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023 cannot be reasonably estimated and may have a negative impact on the Company’s future liquidity and cash burn rates. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

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 (including AMC Preferred Equity Units) 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 and to the extent equity is used, dilutive.

On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital LP (“Antara”) pursuant to which the Company agreed to (i) sell to Antara 106,595,106 AMC Preferred Equity Units for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 91,026,191 AMC Preferred Equity Units. On February 7, 2023, the Company issued 197,621,297 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal

amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders’ deficit as a result of the transaction. The Company paid $1.4 million of accrued interest in cash upon exchange of the notes. See Note 7—Stockholders’ Equity for more information.

During the six months ended June 30, 2023 the Company raised gross proceeds of approximately $114.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $2.9 million and $8.3 million, respectively, through its at-the-market offering of approximately 70.5 million shares of its AMC Preferred Equity Units. The Company paid $11.0 million of other third-party issuance costs during the six months ended June 30, 2023. See Note 7—Stockholders’ Equity for further information regarding at-the-market offerings.

The below table summarizes the cash debt repurchase transactions during the six months ended June 30, 2023, including related party transactions with Antara, which became a related party on February 7, 2023. See Note 6—Corporate Borrowings and Finance Lease Liabilities for more information.

Aggregate Principal

Reacquisition

Gain on

Accrued Interest

(In millions)

Repurchased

Cost

Extinguishment

Paid

Related party transactions:

Second Lien Notes due 2026

$

58.9

$

36.2

$

33.4

$

1.0

5.875% Senior Subordinated Notes due 2026

4.1

1.7

2.3

0.1

Total related party transactions

63.0

37.9

35.7

1.1

Non-related party transactions:

Second Lien Notes due 2026

82.5

46.2

51.0

2.1

Total non-related party transactions

82.5

46.2

51.0

2.1

Total debt repurchases

$

145.5

$

84.1

$

86.7

$

3.2

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, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2022, 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, results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

Cash and Cash Equivalents. At June 30, 2023, cash and cash equivalents for the U.S. markets and International markets were $346.3 million and $89.0 million respectively, and at December 31, 2022, cash and cash equivalents were $508.0 million and $123.5 million, respectively.

Restricted Cash. Restricted cash is cash held in the Company’s bank accounts in International markets as a guarantee for certain landlords. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.

Period Ended

(In millions)

June 30, 2023

December 31, 2022

Cash and cash equivalents

$

435.3

$

631.5

Restricted cash

22.9

22.9

Total cash and cash equivalents and restricted cash in the statement of cash flows

$

458.2

$

654.4

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, 2022

$

(78.8)

$

1.5

$

(77.3)

Other comprehensive loss

(47.2)

(0.1)

(47.3)

Balance June 30, 2023

$

(126.0)

$

1.4

$

(124.6)

Accumulated Depreciation and Amortization. Accumulated depreciation was $2,958.0 million and $2,853.8 million at June 30, 2023 and December 31, 2022, respectively, related to property. Accumulated amortization of intangible assets was $17.3 million and $22.2 million at June 30, 2023 and December 31, 2022, 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, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Decreases related to contingent lease guarantees

$

$

$

$

(0.1)

Governmental assistance due to COVID-19 - International markets

(8.5)

(10.8)

Governmental assistance due to COVID-19 - U.S. markets

(1.1)

Foreign currency transaction (gains) losses

(7.5)

3.6

(16.2)

8.4

Non-operating components of net periodic benefit income

0.5

(0.2)

0.9

(0.2)

Gain on extinguishment - Senior Subordinated Notes due 2026

(2.3)

Loss on extinguishment - First Lien Notes due 2025

47.7

Loss on extinguishment - First Lien Notes due 2026

54.4

Loss on extinguishment - First Lien Toggle Notes due 2026

32.9

Gain on extinguishment - Second Lien Notes due 2026

(21.6)

(38.6)

(84.4)

(38.6)

Derivative stockholder settlement

(14.0)

Shareholder litigation contingency

(1.2)

125.4

Business interruption insurance recoveries

(1.3)

(1.3)

Total other expense (income)

$

(31.1)

$

(43.7)

$

8.1

$

92.6

Accounting Pronouncements Recently Adopted

Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate. The Company elected to apply the optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR. The optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations. See Note 6—Corporate Borrowings and Finance Lease Liabilities for further discussion on the election of the optional expedients allowed under ASC 848.