NOTE 1\u2014THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
AMC Entertainment Holdings, Inc. (\u201cHoldings\u201d), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the \u201cCompany\u201d or \u201cAMC\u201d), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.
Stock Split and Reverse Stock Split. On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (\u201cCommon Stock\u201d) outstanding at the close of business August 15, 2022, the record date. The dividend was paid at the close of business August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.
On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one-tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.
Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.
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 is subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement. The Company believes it will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024. The Company currently does not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although it may seek to replace it in the future.
The Company\u2019s cash burn rates are not sustainable long-term. In order to achieve sustainable 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-19 operating revenues. North America box office grosses were down approximately 21% for the year ended December 31, 2023, compared to the year ended December 31, 2019. Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company\u2019s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve 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\u2019s 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 effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future
film slate for exhibition, the Company\u2019s 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 its 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 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 the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 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\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of the Company\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders\u2019 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 9\u2014Stockholders\u2019 Deficit for more information.
The below table summarizes the cash debt repurchase transactions that occurred during the year ended December 31, 2023, including related party transactions with Antara, which became a related party on February 7, 2023. These transactions were executed at terms equivalent to an arms-length transaction. See Note 8\u2014Corporate 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 | $ | 75.9 | $ | 48.5 | $ | 40.9 | $ | 1.1 | ||||
5.875% Senior Subordinated Notes due 2026 | 4.1 | 1.7 | 2.3 | 0.1 | ||||||||
Total related party transactions | 80.0 | 50.2 | 43.2 | 1.2 | ||||||||
Non-related party transactions: | ||||||||||||
Second Lien Notes due 2026 | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total non-related party transactions | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total debt repurchases | $ | 219.7 | $ | 141.6 | $ | 114.5 | $ | 5.7 |
During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal of the Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense (income). Additionally, during the year ended December 31, 2022, the Company repurchased $5.3 million aggregate principal of the Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for more information.
The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities, Note 9\u2014Stockholders\u2019 Deficit, and Note 16\u2014Subsequent Events for more information.
Shares of | ||||||||||||
Aggregate Principal | Common Stock | Gain on | Accrued Interest | |||||||||
(In millions, except for share data) | Exchanged | Exchanged | Extinguishment | Exchanged | ||||||||
Second Lien Notes due 2026 | $ | 105.3 | 14,186,651 | $ | 28.3 | $ | 1.2 |
During the year ended December 31, 2023, the Company raised gross proceeds of approximately $790.0 million and paid fees to sales agents and incurred third-party issuance costs of approximately $19.8 million and $9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1 million of its AMC Preferred Equity Units. The Company paid $12.6 million of other third-party issuance costs during
the year ended December 31, 2023. See Note 9\u2014Stockholders\u2019 Deficit for further information regarding the at-the-market offerings.
During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units. The Company generated approximately $228.8 million in gross proceeds from sales under one \u201cat-the-market\u201d offering program, paid fees to the sales agents and incurred third-party issuance costs of approximately $5.7 million and $5.5 million, respectively.
During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company\u2019s Common Stock and 24.2 million AMC Preferred Equity Units. The Company generated $1,611.8 million in aggregate gross proceeds from sales under various \u201cat-the-market\u201d offering programs, paid fees to the sales agents of approximately $40.3 million and paid other fees of $0.8 million.
Temporarily Suspended or Limited Operations. For approximately the first six months of the year ended December 31, 2021, the Company had suspended or limited operations in our International markets segment due to the COVID-19 pandemic. As of June 30, 2021, substantially all of our International markets theatres had resumed operations.
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 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 consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. Majority-owned subsidiaries that the Company has control of are consolidated in the Company\u2019s consolidated subsidiaries; consequently, a portion of its stockholders\u2019 deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations: U.S. markets and International markets.
Noncontrolling Interests and Baltic Theatre Sale. Majority-owned subsidiaries that the Company has control of are consolidated in the Company\u2019s consolidated financial statements; consequently, a portion of its stockholders\u2019 deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and that were included in the Company\u2019s International markets reportable segment, for total consideration of approximately \u20ac77.25 million, including cash of approximately \u20ac64.35 million or $76.6 million prior to any transaction costs. This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet. The completion of the sale took place in several steps, as noted below, and was contingent upon clearance from each regulatory competition council in each country.
The Company received $37.5 million (\u20ac31.53 million) cash consideration upon entering into the sale agreement on August 28, 2020 and paid $0.5 million in transaction costs during the year ended December 31, 2020. The Company transferred an equity interest of 49% in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling interest of $34.9 million in total equity (deficit). Transaction costs of $1.4 million and net gain of $1.2 million related to the sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of Latvia were recorded in additional paid-in capital during the year ended December 31, 2020 and were recorded in earnings during the year ended December 31, 2021 when the remaining 51% interests in Lithuania and Estonia were disposed. Also, during the year ended December 31, 2020, the Company received cash consideration of $6.2 million (\u20ac5.3 million), net of cash of $0.2 million for the remaining 51% equity interest in Latvia. At December 31, 2020, the carrying amounts of the major classes of assets and liabilities included as part of the disposal group that were previously included in the International markets reportable segment were; goodwill of $41.8 million, property, net, of $13.0 million, operating lease right-of-use assets, net of $15.7 million, and current and long-term operating lease liabilities of $2.4 million and $13.7 million, respectively. At December 31, 2020, the Company\u2019s noncontrolling interest of 49% in Lithuania and Estonia was $26.9 million.
During the year ended December 31, 2021, the Company received cash consideration of $34.2 million (\u20ac29.4 million), net of cash disposed of $0.4 million and transaction costs of $1.3 million, for the remaining 51% equity interest in Estonia, 51% equity interest in Lithuania and eliminated the Company\u2019s noncontrolling interest in Forum Cinemas OU. The Company recorded the net gain from the sale of its equity interest in Forum Cinemas OU of $5.5 million (net of transaction costs of $2.6 million) in , during the year ended December 31, 2021.
Revenues. The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (\u201cproportional method\u201d) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13% to 19% of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month\u2019s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using more than 10 years of accumulated data. The Company also recognizes income from non-redeemed or partially redeemed exchange tickets using the proportional method. In the International markets, certain exchange tickets are subject to expiration dates, which triggers recognition of non-redemption in other revenues.
The Company recognizes ticket fee revenues based on a gross transaction price. The Company is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations.
Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December\u00a031, 2023 and December\u00a031, 2022, the Company recorded film payables of $130.9\u00a0million and $123.8\u00a0million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets.
Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.
Exhibitor Services Agreement. The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company\u2019s Exhibitor Services Agreement (\u201cESA\u201d) with National CineMedia, LLC (\u201cNCM\u201d) includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company\u2019s theatre screens and attendees through February\u00a02037. Upon recognition, the Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note 2\u2014Revenue Recognition and Note\u00a06\u2014Investments for further information regarding the common unit adjustment (\u201cCUA\u201d) and the fair value measurement of the non-cash consideration.
Customer Loyalty Programs. AMC Stubs\u00ae (\u201cStubs\u201d) is a customer loyalty program in the U.S. markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a paid tier called AMC Stubs PremiereTM (\u201cPremiere\u201d) for a flat annual membership fee and a non-paid tier called AMC Stubs\u00ae InsiderTM (\u201cInsider\u201d). Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations.
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program\u2019s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.
AMC Stubs\u00ae A-List (\u201cA-List\u201d) is the Company\u2019s monthly subscription-based tier of the Stubs loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies from $19.95 and $24.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period.
Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $43.6 million, $28.0 million, and $28.4 million for the years ended December\u00a031, 2023, December\u00a031, 2022, and December\u00a031, 2021, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.
Cash and Cash Equivalents. All investments purchased with an original maturity of three months or less are classified as cash equivalents. At December 31, 2023, cash and cash equivalents for the U.S. markets and International markets were $752.3 million and $132.0 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 and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.
Year Ended | |||||||||
(In millions) | December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | ||||||
Cash and cash equivalents | $ | 884.3 | $ | 631.5 | $ | 1,592.5 | |||
Restricted cash | 27.1 | 22.9 | 27.8 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 911.4 | $ | 654.4 | $ | 1,620.3 |
Intangible Assets. Intangible assets are comprised of management contracts, a trademark, and trade names. Amortizable intangible assets are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.
The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. There were no intangible asset impairment charges incurred during the years ended December\u00a031, 2023, December 31, 2022, and December 31, 2021.
Investments. The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets. Equity earnings and losses are recorded when the Company\u2019s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC\u00a0323-30-35-3, investment in a limited liability company, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment expense (income). Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note\u00a06\u2014Investments for further discussion of the Company\u2019s investments in NCM. As of December\u00a031, 2023, the Company holds equity method investments comprised of a 18.3% interest in SV Holdco LLC (\u201cSV Holdco\u201d), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50.0% interest in Digital Cinema Media Ltd. (\u201cDCM\u201d), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (\u201cAC JV\u201d), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (\u201cDCDC\u201d), a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in four U.S. motion picture theatres and approximately 50% ownership interest in 61 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.
Goodwill. The Company\u2019s recorded goodwill was $2,358.7\u00a0million and $2,342.0\u00a0million as of December\u00a031, 2023 and December\u00a031, 2022, respectively. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings on August\u00a030, 2012 and subsequent theatre business acquisitions. The Company evaluates goodwill at its two reporting units (Domestic Theatres and International Theatres). Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount.
In accordance with ASC 350-20-35-30, goodwill of a reporting unit shall be tested for impairment between annual tests by assessing the qualitative factors to determine if an event occurs or changes in circumstances that would warrant an interim ASC 350 impairment analysis. If an impairment analysis is needed, the Company performs a quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing that value to its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.
Qualitative impairment tests. The Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of each reporting unit was less than their respective carrying amount as of its annual assessment date, October 1st. The Company concluded that it was not more likely than not that the fair value of either of the Company\u2019s two reporting units had been reduced below their respective carrying amounts at the annual assessment date for 2022 or 2023. The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2023.
Other Long-term Assets. Other long-term assets are comprised principally of investments in partnerships and joint ventures and capitalized computer software, which is amortized over the estimated useful life of the software. See Note\u00a07\u2014Supplemental Balance Sheet Information.
Accounts Payable. Under the Company\u2019s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts is reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December\u00a031, 2023 and December\u00a031, 2022 was $3.0\u00a0million and $2.2\u00a0million, respectively.
Leases. The Company leases theatres and equipment under operating and finance leases. Many of the leases contain options to extend the leases for additional periods. The Company typically does not believe that the exercise of the renewal options is reasonably assured at the inception of the lease agreements 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 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.
Operating lease right-of-use assets and lease liabilities were recorded at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recorded on a straight-line basis over the lease term.
The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company\u2019s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage and digital equipment.
Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of the asset groups may not be fully recoverable. If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired. If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge. Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company\u2019s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level\u00a03 within the fair value measurement hierarchy, see Note\u00a012\u2014Fair Value Measurements.
The following table summarizes the Company\u2019s impairments for the years ended December 31, 2023, December 31, 2022, and December 31, 2021:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0 | 2022 | 2021 | ||||
Impairment of long-lived assets | $ | 106.9 | $ | 133.1 | $ | 77.2 | |||
Impairment of other assets recorded in investment expense (income) | 1.0 | \u2014 | \u2014 | ||||||
Total impairment loss | $ | 107.9 | $ | 133.1 | $ | 77.2 |
During the year ended December 31, 2023, the Company recorded non-cash impairment of long-lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West Virginia) and $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net. In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $1.0 million within
investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S. markets.
During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens and $59.7 million on 53 theatres in the International markets with 456 screens, which were related to property, net and operating lease right-of-use assets, net.
During the year ended December 31,\u00a02021, the Company recorded non-cash impairment of long-lived assets of $61.3\u00a0million on 77 theatres in the U.S. markets with 805\u00a0screens and $15.9 million on 14\u00a0theatres in the International markets with 118\u00a0screens, which were related to property, net and operating lease right-of-use assets, net.
Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.
Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S. and frozen defined benefit pension plans in the U.K. and Sweden. The Company also sponsored a postretirement deferred compensation plan, which was liquidated during 2022, and also various defined contribution plans.
The following table sets forth the plans\u2019 benefit obligations and plan assets included in the consolidated balance sheets:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (79.3) | $ | (79.7) | $ | (71.9) | $ | (66.8) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 58.3 | \u00a0 | 59.2 | \u00a0 | 76.7 | \u00a0 | 73.1 | ||||
Net (liability) asset - funded status | $ | (21.0) | $ | (20.5) | $ | 4.8 | $ | 6.3 |
| (1) | At December 31, 2023 and December 31, 2022, U.S. aggregated accumulated benefit obligations were $79.3 million and $79.7 million, respectively, and International aggregated accumulated benefit obligations were $71.9 million and $66.8 million, respectively. |
The Company does not expect to make a material contribution to the U.S. pension plans during the year ended December 31, 2024. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations.
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 | |||||
Discount rate | \u00a0 | 4.76% | 4.97% | 4.53% | 4.82% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.07% | 2.19% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |
Discount rate | \u00a0 | 4.97% | 2.66% | 2.26% | 4.82% | 1.79% | 1.78% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.57% | 4.32% | 1.57% | 1.28% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.19% | 2.28% | 2.29% |
The offset to the pension liability is recorded in stockholders\u2019 deficit as a component of accumulated other comprehensive (income) loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.
For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, net periodic benefit costs (credits) were $1.4 million, $(0.6) million, and $(0.9) million, respectively. The non-operating component of net periodic benefit costs is recorded in other expense (income) in the consolidated statements of operations.
The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2024 | $ | 4.5 | $ | 3.4 | ||
2025 | \u00a0 | 4.8 | 3.5 | |||
2026 | \u00a0 | 5.0 | 3.6 | |||
2027 | \u00a0 | 5.1 | 3.8 | |||
2028 | \u00a0 | 5.4 | 3.9 | |||
Years 2029 - 2032 | \u00a0 | 28.3 | 22.1 |
The Company\u2019s investment objectives for its U.S. defined benefit pension plan investments are: (1)\u00a0to preserve the value of its principal; (2)\u00a0to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3)\u00a0to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4)\u00a0to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan\u2019s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: equity securities of 37%, debt securities of 59%, and private real estate of 4%. The International pension benefit plans do not have an established asset target allocation.
Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2023, for the U.S. investment portfolio, 92% were valued using the net asset value per share (or its equivalent) as a practical expedient and 8% of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy). As of December 31, 2023, for the International investment portfolio, 4% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 28% included mutual funds and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 68% were valued using the net asset value per share (or its equivalent) as a practical expedient.
During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans. The ruling is subject to an ongoing appeal. The ruling may potentially be applicable to certain defined benefit pension plans the Company has in the United Kingdom. While the Company does not believe the impact of this ruling will have a material impact on our projected benefit obligation, it will continue to monitor the appeals process. As of December 31, 2023, no specific adjustments for this matter have been included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans.
The Company sponsors various defined contribution plans which include company match features in the U.S. and Internationally. The expense related to defined contribution plans for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, was $9.8 million, $9.0 million, and $8.4 million, respectively.
Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC\u00a0740-10. Under ASC\u00a0740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.
Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate.
Casualty Insurance. The Company is self-insured for general liability up to $1.0\u00a0million per occurrence and carries a $0.5\u00a0million deductible limit per occurrence for workers\u2019 compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December\u00a031, 2023 and December\u00a031, 2022, the Company recorded casualty insurance reserves of $22.8 million and $30.7\u00a0million, respectively. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $53.1\u00a0million, $49.8\u00a0million, and $37.1\u00a0million for the years ended December\u00a031, 2023, December\u00a031, 2022, and December\u00a031, 2021, respectively. Casualty insurance expense is recorded in operating expense.
Government Assistance. The Company recognizes government assistance when the conditions of the grant have been met and there is reasonable assurance that the assistance will be received. Grants relating to specific costs are treated as a reduction of that cost in the consolidated statement of operations. General grants are recorded within other expense (income). Grants related to the construction of long-lived assets are treated as reductions to the cost of the associated assets.
During the year ended December 31, 2023, the Company recognized government assistance in of $4.8 million, primarily related to grants in the International markets. During the year ended December 31, 2022, the Company recognized government assistance in other income of $25.8 million, primarily related to grants in the International markets. The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic. The Company concluded all grant criteria had been met and therefore have recognized the entire award.
Additionally, the Company recognized $3.2 million and $1.9 million of government assistance as reduction to property, net during the years ended December 31, 2023, and December 31, 2022, respectively. The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry in certain countries in the International markets.
During the year ended December 31, 2023, the Company was awarded $10.0 million of tax credits in our International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities. The tax credits by the government to support entities in the film exhibition industry. The Company has recorded these credits as reductions to rent expense and operating expense as those expenses were the basis for the tax credits awarded.
Other Expense (Income): The following table sets forth the components of other expense (income):
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | (0.2) | $ | (5.7) | |||
Governmental assistance - International markets | (3.8) | (23.0) | (81.5) | ||||||
Governmental assistance - U.S. markets | (1.0) | (2.8) | (5.6) | ||||||
Foreign currency transaction gains | (17.8) | (12.3) | (9.8) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.4 | (0.6) | (0.7) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | 47.7 | \u2014 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | 54.4 | \u2014 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | 32.9 | 14.4 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (140.5) | (75.0) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (2.3) | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | (3.7) | \u2014 | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | 36.5 | \u2014 | ||||||
Financing fees related to modification of debt | \u2014 | \u2014 | 1.0 | ||||||
Derivative stockholder settlement | (14.0) | \u2014 | \u2014 | ||||||
Shareholder litigation | 110.2 | \u2014 | \u2014 | ||||||
(1.3) | (0.3) | \u2014 | |||||||
Other expense (income) | $ | (69.1) | $ | 53.6 | $ | (87.9) |
Accounting Pronouncements Recently Adopted
Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients 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 8\u2014Corporate Borrowings and Finance Lease Obligations for further discussion on the election of the optional expedients allowed under ASC 848.
Accounting Pronouncements Issued Not Yet Adopted
Segment Reporting. In November 2023, the FASB issued ASC 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (\u201cASU 2023-07\u201d). The amendments in ASU 2023-07 require annual and interim disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year ended December 31, 2024, and every interim period thereafter.
Income Tax Disclosures. In December 2023, the FASB issued ASC 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (\u201cASU 2023-09\u201d). The amendments in ASU 2023-09 require entities to disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments would also require that entities disclose various information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 is effective for the Company for the year ended December 31, 2025.
"}]},{"name":"rpt:f-576","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Stock Split and Reverse Stock Split. On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (\u201cCommon Stock\u201d) outstanding at the close of business August 15, 2022, the record date. The dividend was paid at the close of business August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.
On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one-tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.
Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.
"}]},{"name":"rpt:f-577","factDimensions":{"xbrl:concept":"amch:PreferredEquityUnitPerCommonStockDividendDeclared","xbrl:period":"2022-08-04T00:00:00/2022-08-05T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"1"}]},{"name":"rpt:f-578","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityNoteStockSplitConversionRatio1","xbrl:period":"2023-08-24T00:00:00/2023-08-25T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"0.1","decimals":1}]},{"name":"rpt:f-579","factDimensions":{"xbrl:concept":"us-gaap:PreferredStockConvertibleConversionRatio","xbrl:period":"2023-08-25T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"0.1","decimals":1}]},{"name":"rpt:f-580","factDimensions":{"xbrl:concept":"amch:LiquidityPolicyPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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 is subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement. The Company believes it will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024. The Company currently does not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although it may seek to replace it in the future.
The Company\u2019s cash burn rates are not sustainable long-term. In order to achieve sustainable 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-19 operating revenues. North America box office grosses were down approximately 21% for the year ended December 31, 2023, compared to the year ended December 31, 2019. Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company\u2019s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve 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\u2019s 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 effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future
film slate for exhibition, the Company\u2019s 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 its 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 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 the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 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\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of the Company\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders\u2019 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 9\u2014Stockholders\u2019 Deficit for more information.
The below table summarizes the cash debt repurchase transactions that occurred during the year ended December 31, 2023, including related party transactions with Antara, which became a related party on February 7, 2023. These transactions were executed at terms equivalent to an arms-length transaction. See Note 8\u2014Corporate 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 | $ | 75.9 | $ | 48.5 | $ | 40.9 | $ | 1.1 | ||||
5.875% Senior Subordinated Notes due 2026 | 4.1 | 1.7 | 2.3 | 0.1 | ||||||||
Total related party transactions | 80.0 | 50.2 | 43.2 | 1.2 | ||||||||
Non-related party transactions: | ||||||||||||
Second Lien Notes due 2026 | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total non-related party transactions | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total debt repurchases | $ | 219.7 | $ | 141.6 | $ | 114.5 | $ | 5.7 |
During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal of the Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense (income). Additionally, during the year ended December 31, 2022, the Company repurchased $5.3 million aggregate principal of the Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for more information.
The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities, Note 9\u2014Stockholders\u2019 Deficit, and Note 16\u2014Subsequent Events for more information.
Shares of | ||||||||||||
Aggregate Principal | Common Stock | Gain on | Accrued Interest | |||||||||
(In millions, except for share data) | Exchanged | Exchanged | Extinguishment | Exchanged | ||||||||
Second Lien Notes due 2026 | $ | 105.3 | 14,186,651 | $ | 28.3 | $ | 1.2 |
During the year ended December 31, 2023, the Company raised gross proceeds of approximately $790.0 million and paid fees to sales agents and incurred third-party issuance costs of approximately $19.8 million and $9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1 million of its AMC Preferred Equity Units. The Company paid $12.6 million of other third-party issuance costs during
the year ended December 31, 2023. See Note 9\u2014Stockholders\u2019 Deficit for further information regarding the at-the-market offerings.
During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units. The Company generated approximately $228.8 million in gross proceeds from sales under one \u201cat-the-market\u201d offering program, paid fees to the sales agents and incurred third-party issuance costs of approximately $5.7 million and $5.5 million, respectively.
During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company\u2019s Common Stock and 24.2 million AMC Preferred Equity Units. The Company generated $1,611.8 million in aggregate gross proceeds from sales under various \u201cat-the-market\u201d offering programs, paid fees to the sales agents of approximately $40.3 million and paid other fees of $0.8 million.
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Principal | Reacquisition | Gain on | Accrued Interest | |||||||||
(In millions) | Repurchased | Cost | Extinguishment | Paid | ||||||||
Related party transactions: | ||||||||||||
Second Lien Notes due 2026 | $ | 75.9 | $ | 48.5 | $ | 40.9 | $ | 1.1 | ||||
5.875% Senior Subordinated Notes due 2026 | 4.1 | 1.7 | 2.3 | 0.1 | ||||||||
Total related party transactions | 80.0 | 50.2 | 43.2 | 1.2 | ||||||||
Non-related party transactions: | ||||||||||||
Second Lien Notes due 2026 | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total non-related party transactions | 139.7 | 91.4 | 71.3 | 4.5 | ||||||||
Total debt repurchases | $ | 219.7 | $ | 141.6 | $ | 114.5 | $ | 5.7 |
Temporarily Suspended or Limited Operations. For approximately the first six months of the year ended December 31, 2021, the Company had suspended or limited operations in our International markets segment due to the COVID-19 pandemic. As of June 30, 2021, substantially all of our International markets theatres had resumed operations.
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The Company received $37.5 million (\u20ac31.53 million) cash consideration upon entering into the sale agreement on August 28, 2020 and paid $0.5 million in transaction costs during the year ended December 31, 2020. The Company transferred an equity interest of 49% in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling interest of $34.9 million in total equity (deficit). Transaction costs of $1.4 million and net gain of $1.2 million related to the sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of Latvia were recorded in additional paid-in capital during the year ended December 31, 2020 and were recorded in earnings during the year ended December 31, 2021 when the remaining 51% interests in Lithuania and Estonia were disposed. Also, during the year ended December 31, 2020, the Company received cash consideration of $6.2 million (\u20ac5.3 million), net of cash of $0.2 million for the remaining 51% equity interest in Latvia. At December 31, 2020, the carrying amounts of the major classes of assets and liabilities included as part of the disposal group that were previously included in the International markets reportable segment were; goodwill of $41.8 million, property, net, of $13.0 million, operating lease right-of-use assets, net of $15.7 million, and current and long-term operating lease liabilities of $2.4 million and $13.7 million, respectively. At December 31, 2020, the Company\u2019s noncontrolling interest of 49% in Lithuania and Estonia was $26.9 million.
During the year ended December 31, 2021, the Company received cash consideration of $34.2 million (\u20ac29.4 million), net of cash disposed of $0.4 million and transaction costs of $1.3 million, for the remaining 51% equity interest in Estonia, 51% equity interest in Lithuania and eliminated the Company\u2019s noncontrolling interest in Forum Cinemas OU. The Company recorded the net gain from the sale of its equity interest in Forum Cinemas OU of $5.5 million (net of transaction costs of $2.6 million) in , during the year ended December 31, 2021.
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The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.
The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (\u201cproportional method\u201d) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13% to 19% of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month\u2019s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using more than 10 years of accumulated data. The Company also recognizes income from non-redeemed or partially redeemed exchange tickets using the proportional method. In the International markets, certain exchange tickets are subject to expiration dates, which triggers recognition of non-redemption in other revenues.
The Company recognizes ticket fee revenues based on a gross transaction price. The Company is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations.
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"}]},{"name":"rpt:f-692","factDimensions":{"xbrl:concept":"amch:FilmExhibitionCostPayable","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"130900000","decimals":-5}]},{"name":"rpt:f-693","factDimensions":{"xbrl:concept":"amch:FilmExhibitionCostPayable","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"123800000","decimals":-5}]},{"name":"rpt:f-694","factDimensions":{"xbrl:concept":"amch:FoodAndBeverageCostsPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.
"}]},{"name":"rpt:f-695","factDimensions":{"xbrl:concept":"amch:ScreenAdvertisingPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Exhibitor Services Agreement. The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company\u2019s Exhibitor Services Agreement (\u201cESA\u201d) with National CineMedia, LLC (\u201cNCM\u201d) includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company\u2019s theatre screens and attendees through February\u00a02037. Upon recognition, the Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note 2\u2014Revenue Recognition and Note\u00a06\u2014Investments for further information regarding the common unit adjustment (\u201cCUA\u201d) and the fair value measurement of the non-cash consideration.
"}]},{"name":"rpt:f-696","factDimensions":{"xbrl:concept":"amch:CustomerFrequencyProgramPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Customer Loyalty Programs. AMC Stubs\u00ae (\u201cStubs\u201d) is a customer loyalty program in the U.S. markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a paid tier called AMC Stubs PremiereTM (\u201cPremiere\u201d) for a flat annual membership fee and a non-paid tier called AMC Stubs\u00ae InsiderTM (\u201cInsider\u201d). Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations.
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program\u2019s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.
AMC Stubs\u00ae A-List (\u201cA-List\u201d) is the Company\u2019s monthly subscription-based tier of the Stubs loyalty program. This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies from $19.95 and $24.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period.
"}]},{"name":"rpt:f-697","factDimensions":{"xbrl:concept":"amch:CustomerLoyaltyProgramAmcStubsMonthlyMembershipFee","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"19.95","decimals":2}]},{"name":"rpt:f-698","factDimensions":{"xbrl:concept":"amch:CustomerLoyaltyProgramAmcStubsMonthlyMembershipFee","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"24.95","decimals":2}]},{"name":"rpt:f-699","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingCostsPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $43.6 million, $28.0 million, and $28.4 million for the years ended December\u00a031, 2023, December\u00a031, 2022, and December\u00a031, 2021, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.
"}]},{"name":"rpt:f-700","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"43600000","decimals":-5}]},{"name":"rpt:f-701","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"28000000.0","decimals":-5}]},{"name":"rpt:f-702","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2021-01-01T00:00:00/2022-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"28400000","decimals":-5}]},{"name":"rpt:f-703","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Cash and Cash Equivalents. All investments purchased with an original maturity of three months or less are classified as cash equivalents. At December 31, 2023, cash and cash equivalents for the U.S. markets and International markets were $752.3 million and $132.0 million, respectively, and at December 31, 2022, cash and cash equivalents were $508.0 million and $123.5 million, respectively.
"}]},{"name":"rpt:f-704","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"752300000","decimals":-5}]},{"name":"rpt:f-705","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"amch:InternationalMarketsMember"},"factValues":[{"value":"132000000.0","decimals":-5}]},{"name":"rpt:f-706","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"508000000.0","decimals":-5}]},{"name":"rpt:f-707","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"amch:InternationalMarketsMember"},"factValues":[{"value":"123500000","decimals":-5}]},{"name":"rpt:f-708","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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 and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.
Year Ended | |||||||||
(In millions) | December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | ||||||
Cash and cash equivalents | $ | 884.3 | $ | 631.5 | $ | 1,592.5 | |||
Restricted cash | 27.1 | 22.9 | 27.8 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 911.4 | $ | 654.4 | $ | 1,620.3 |
Year Ended | |||||||||
(In millions) | December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | ||||||
Cash and cash equivalents | $ | 884.3 | $ | 631.5 | $ | 1,592.5 | |||
Restricted cash | 27.1 | 22.9 | 27.8 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 911.4 | $ | 654.4 | $ | 1,620.3 |
Intangible Assets. Intangible assets are comprised of management contracts, a trademark, and trade names. Amortizable intangible assets are being amortized on a straight-line basis over the estimated remaining useful lives of the assets. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.
The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. There were no intangible asset impairment charges incurred during the years ended December\u00a031, 2023, December 31, 2022, and December 31, 2021.
"}]},{"name":"rpt:f-720","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill","xbrl:period":"2021-01-01T00:00:00/2022-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-6}]},{"name":"rpt:f-721","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-6}]},{"name":"rpt:f-722","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-6}]},{"name":"rpt:f-723","factDimensions":{"xbrl:concept":"us-gaap:InvestmentPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Investments. The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets. Equity earnings and losses are recorded when the Company\u2019s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC\u00a0323-30-35-3, investment in a limited liability company, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment expense (income). Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note\u00a06\u2014Investments for further discussion of the Company\u2019s investments in NCM. As of December\u00a031, 2023, the Company holds equity method investments comprised of a 18.3% interest in SV Holdco LLC (\u201cSV Holdco\u201d), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50.0% interest in Digital Cinema Media Ltd. (\u201cDCM\u201d), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (\u201cAC JV\u201d), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (\u201cDCDC\u201d), a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in four U.S. motion picture theatres and approximately 50% ownership interest in 61 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.
"}]},{"name":"rpt:f-724","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:SvHoldcoMember","us-gaap:CapitalUnitsByClassAxis":"amch:CapitalUnitClassCMember"},"factValues":[{"value":"0.183","decimals":3}]},{"name":"rpt:f-725","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:DigitalCinemediaMember"},"factValues":[{"value":"0.500","decimals":3}]},{"name":"rpt:f-726","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:ACJVLLCMember"},"factValues":[{"value":"0.320","decimals":3}]},{"name":"rpt:f-727","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:DigitalCinemaDistributionCoalitionLLCMember"},"factValues":[{"value":"0.146","decimals":3}]},{"name":"rpt:f-728","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:USTheatresAndIMAXScreenMember"},"factValues":[{"value":"0.50","decimals":2}]},{"name":"rpt:f-729","factDimensions":{"xbrl:concept":"amch:NumberOfTheatres","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:USTheatresAndIMAXScreenMember"},"factValues":[{"value":"4"}]},{"name":"rpt:f-730","factDimensions":{"xbrl:concept":"us-gaap:EquityMethodInvestmentOwnershipPercentage","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis":"amch:TheatresMember","us-gaap:BusinessAcquisitionAxis":"amch:NordicCinemaGroupHoldingAbMember"},"factValues":[{"value":"0.50","decimals":2}]},{"name":"rpt:f-731","factDimensions":{"xbrl:concept":"amch:NumberOfTheatres","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item","us-gaap:BusinessAcquisitionAxis":"amch:NordicCinemaGroupHoldingAbMember"},"factValues":[{"value":"61"}]},{"name":"rpt:f-732","factDimensions":{"xbrl:concept":"us-gaap:GoodwillAndIntangibleAssetsGoodwillPolicy","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Goodwill. The Company\u2019s recorded goodwill was $2,358.7\u00a0million and $2,342.0\u00a0million as of December\u00a031, 2023 and December\u00a031, 2022, respectively. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings on August\u00a030, 2012 and subsequent theatre business acquisitions. The Company evaluates goodwill at its two reporting units (Domestic Theatres and International Theatres). Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount.
In accordance with ASC 350-20-35-30, goodwill of a reporting unit shall be tested for impairment between annual tests by assessing the qualitative factors to determine if an event occurs or changes in circumstances that would warrant an interim ASC 350 impairment analysis. If an impairment analysis is needed, the Company performs a quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing that value to its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.
Qualitative impairment tests. The Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of each reporting unit was less than their respective carrying amount as of its annual assessment date, October 1st. The Company concluded that it was not more likely than not that the fair value of either of the Company\u2019s two reporting units had been reduced below their respective carrying amounts at the annual assessment date for 2022 or 2023. The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2023.
"}]},{"name":"rpt:f-733","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2358700000","decimals":-5}]},{"name":"rpt:f-734","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2342000000.0","decimals":-5}]},{"name":"rpt:f-735","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportingUnits","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item"},"factValues":[{"value":"2"}]},{"name":"rpt:f-736","factDimensions":{"xbrl:concept":"amch:OtherLongTermAssetsPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Other Long-term Assets. Other long-term assets are comprised principally of investments in partnerships and joint ventures and capitalized computer software, which is amortized over the estimated useful life of the software. See Note\u00a07\u2014Supplemental Balance Sheet Information.
"}]},{"name":"rpt:f-737","factDimensions":{"xbrl:concept":"us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Accounts Payable. Under the Company\u2019s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts is reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December\u00a031, 2023 and December\u00a031, 2022 was $3.0\u00a0million and $2.2\u00a0million, respectively.
"}]},{"name":"rpt:f-738","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"3000000.0","decimals":-5}]},{"name":"rpt:f-739","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2200000","decimals":-5}]},{"name":"rpt:f-740","factDimensions":{"xbrl:concept":"us-gaap:LesseeLeasesPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Leases. The Company leases theatres and equipment under operating and finance leases. Many of the leases contain options to extend the leases for additional periods. The Company typically does not believe that the exercise of the renewal options is reasonably assured at the inception of the lease agreements 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 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.
Operating lease right-of-use assets and lease liabilities were recorded at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recorded on a straight-line basis over the lease term.
The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company\u2019s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage and digital equipment.
"}]},{"name":"rpt:f-741","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of the asset groups may not be fully recoverable. If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired. If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge. Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company\u2019s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level\u00a03 within the fair value measurement hierarchy, see Note\u00a012\u2014Fair Value Measurements.
The following table summarizes the Company\u2019s impairments for the years ended December 31, 2023, December 31, 2022, and December 31, 2021:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0 | 2022 | 2021 | ||||
Impairment of long-lived assets | $ | 106.9 | $ | 133.1 | $ | 77.2 | |||
Impairment of other assets recorded in investment expense (income) | 1.0 | \u2014 | \u2014 | ||||||
Total impairment loss | $ | 107.9 | $ | 133.1 | $ | 77.2 |
During the year ended December 31, 2023, the Company recorded non-cash impairment of long-lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West Virginia) and $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net. In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $1.0 million within
investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S. markets.
During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens and $59.7 million on 53 theatres in the International markets with 456 screens, which were related to property, net and operating lease right-of-use assets, net.
During the year ended December 31,\u00a02021, the Company recorded non-cash impairment of long-lived assets of $61.3\u00a0million on 77 theatres in the U.S. markets with 805\u00a0screens and $15.9 million on 14\u00a0theatres in the International markets with 118\u00a0screens, which were related to property, net and operating lease right-of-use assets, net.
"}]},{"name":"rpt:f-742","factDimensions":{"xbrl:concept":"us-gaap:DetailsOfImpairmentOfLongLivedAssetsHeldAndUsedByAssetTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0 | 2022 | 2021 | ||||
Impairment of long-lived assets | $ | 106.9 | $ | 133.1 | $ | 77.2 | |||
Impairment of other assets recorded in investment expense (income) | 1.0 | \u2014 | \u2014 | ||||||
Total impairment loss | $ | 107.9 | $ | 133.1 | $ | 77.2 |
Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.
"}]},{"name":"rpt:f-774","factDimensions":{"xbrl:concept":"amch:EmployeeBenefitPlansPolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S. and frozen defined benefit pension plans in the U.K. and Sweden. The Company also sponsored a postretirement deferred compensation plan, which was liquidated during 2022, and also various defined contribution plans.
The following table sets forth the plans\u2019 benefit obligations and plan assets included in the consolidated balance sheets:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (79.3) | $ | (79.7) | $ | (71.9) | $ | (66.8) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 58.3 | \u00a0 | 59.2 | \u00a0 | 76.7 | \u00a0 | 73.1 | ||||
Net (liability) asset - funded status | $ | (21.0) | $ | (20.5) | $ | 4.8 | $ | 6.3 |
| (1) | At December 31, 2023 and December 31, 2022, U.S. aggregated accumulated benefit obligations were $79.3 million and $79.7 million, respectively, and International aggregated accumulated benefit obligations were $71.9 million and $66.8 million, respectively. |
The Company does not expect to make a material contribution to the U.S. pension plans during the year ended December 31, 2024. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations.
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 | |||||
Discount rate | \u00a0 | 4.76% | 4.97% | 4.53% | 4.82% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.07% | 2.19% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |
Discount rate | \u00a0 | 4.97% | 2.66% | 2.26% | 4.82% | 1.79% | 1.78% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.57% | 4.32% | 1.57% | 1.28% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.19% | 2.28% | 2.29% |
The offset to the pension liability is recorded in stockholders\u2019 deficit as a component of accumulated other comprehensive (income) loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.
For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, net periodic benefit costs (credits) were $1.4 million, $(0.6) million, and $(0.9) million, respectively. The non-operating component of net periodic benefit costs is recorded in other expense (income) in the consolidated statements of operations.
The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2024 | $ | 4.5 | $ | 3.4 | ||
2025 | \u00a0 | 4.8 | 3.5 | |||
2026 | \u00a0 | 5.0 | 3.6 | |||
2027 | \u00a0 | 5.1 | 3.8 | |||
2028 | \u00a0 | 5.4 | 3.9 | |||
Years 2029 - 2032 | \u00a0 | 28.3 | 22.1 |
The Company\u2019s investment objectives for its U.S. defined benefit pension plan investments are: (1)\u00a0to preserve the value of its principal; (2)\u00a0to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3)\u00a0to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4)\u00a0to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan\u2019s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: equity securities of 37%, debt securities of 59%, and private real estate of 4%. The International pension benefit plans do not have an established asset target allocation.
Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2023, for the U.S. investment portfolio, 92% were valued using the net asset value per share (or its equivalent) as a practical expedient and 8% of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy). As of December 31, 2023, for the International investment portfolio, 4% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 28% included mutual funds and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 68% were valued using the net asset value per share (or its equivalent) as a practical expedient.
During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans. The ruling is subject to an ongoing appeal. The ruling may potentially be applicable to certain defined benefit pension plans the Company has in the United Kingdom. While the Company does not believe the impact of this ruling will have a material impact on our projected benefit obligation, it will continue to monitor the appeals process. As of December 31, 2023, no specific adjustments for this matter have been included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans.
The Company sponsors various defined contribution plans which include company match features in the U.S. and Internationally. The expense related to defined contribution plans for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, was $9.8 million, $9.0 million, and $8.4 million, respectively.
"}]},{"name":"rpt:f-775","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (79.3) | $ | (79.7) | $ | (71.9) | $ | (66.8) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 58.3 | \u00a0 | 59.2 | \u00a0 | 76.7 | \u00a0 | 73.1 | ||||
Net (liability) asset - funded status | $ | (21.0) | $ | (20.5) | $ | 4.8 | $ | 6.3 |
| (1) | At December 31, 2023 and December 31, 2022, U.S. aggregated accumulated benefit obligations were $79.3 million and $79.7 million, respectively, and International aggregated accumulated benefit obligations were $71.9 million and $66.8 million, respectively. |
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 | |||||
Discount rate | \u00a0 | 4.76% | 4.97% | 4.53% | 4.82% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.07% | 2.19% |
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||||||
Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
\u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |
Discount rate | \u00a0 | 4.97% | 2.66% | 2.26% | 4.82% | 1.79% | 1.78% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.57% | 4.32% | 1.57% | 1.28% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.19% | 2.28% | 2.29% |
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2024 | $ | 4.5 | $ | 3.4 | ||
2025 | \u00a0 | 4.8 | 3.5 | |||
2026 | \u00a0 | 5.0 | 3.6 | |||
2027 | \u00a0 | 5.1 | 3.8 | |||
2028 | \u00a0 | 5.4 | 3.9 | |||
Years 2029 - 2032 | \u00a0 | 28.3 | 22.1 |
Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC\u00a0740-10. Under ASC\u00a0740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.
Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate.
"}]},{"name":"rpt:f-842","factDimensions":{"xbrl:concept":"amch:CasualtyInsurancePolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Casualty Insurance. The Company is self-insured for general liability up to $1.0\u00a0million per occurrence and carries a $0.5\u00a0million deductible limit per occurrence for workers\u2019 compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December\u00a031, 2023 and December\u00a031, 2022, the Company recorded casualty insurance reserves of $22.8 million and $30.7\u00a0million, respectively. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $53.1\u00a0million, $49.8\u00a0million, and $37.1\u00a0million for the years ended December\u00a031, 2023, December\u00a031, 2022, and December\u00a031, 2021, respectively. Casualty insurance expense is recorded in operating expense.
"}]},{"name":"rpt:f-843","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredAmountPerOccurrence","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1000000.0","decimals":-5}]},{"name":"rpt:f-844","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredDeductibleLimitPerOccurrence","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"500000","decimals":-5}]},{"name":"rpt:f-845","factDimensions":{"xbrl:concept":"us-gaap:SelfInsuranceReserve","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"22800000","decimals":-5}]},{"name":"rpt:f-846","factDimensions":{"xbrl:concept":"us-gaap:SelfInsuranceReserve","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"30700000","decimals":-5}]},{"name":"rpt:f-847","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"53100000","decimals":-5}]},{"name":"rpt:f-848","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"49800000","decimals":-5}]},{"name":"rpt:f-849","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2021-01-01T00:00:00/2022-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"37100000","decimals":-5}]},{"name":"rpt:f-850","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistancePolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Government Assistance. The Company recognizes government assistance when the conditions of the grant have been met and there is reasonable assurance that the assistance will be received. Grants relating to specific costs are treated as a reduction of that cost in the consolidated statement of operations. General grants are recorded within other expense (income). Grants related to the construction of long-lived assets are treated as reductions to the cost of the associated assets.
During the year ended December 31, 2023, the Company recognized government assistance in of $4.8 million, primarily related to grants in the International markets. During the year ended December 31, 2022, the Company recognized government assistance in other income of $25.8 million, primarily related to grants in the International markets. The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic. The Company concluded all grant criteria had been met and therefore have recognized the entire award.
Additionally, the Company recognized $3.2 million and $1.9 million of government assistance as reduction to property, net during the years ended December 31, 2023, and December 31, 2022, respectively. The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry in certain countries in the International markets.
"}]},{"name":"rpt:f-851","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistanceAmount","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4800000","decimals":-5}]},{"name":"rpt:f-852","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistanceAmount","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"25800000","decimals":-5}]},{"name":"rpt:f-853","factDimensions":{"xbrl:concept":"amch:GovernmentAssistanceRecognizedAsReductionToPropertyPlantAndEquipmentNet","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"3200000","decimals":-5}]},{"name":"rpt:f-854","factDimensions":{"xbrl:concept":"amch:GovernmentAssistanceRecognizedAsReductionToPropertyPlantAndEquipmentNet","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1900000","decimals":-5}]},{"name":"rpt:f-855","factDimensions":{"xbrl:concept":"us-gaap:IncomeTaxCreditsAndAdjustments","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"10000000.0","decimals":-5}]},{"name":"rpt:f-856","factDimensions":{"xbrl:concept":"amch:OtherExpensePolicyTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Other Expense (Income): The following table sets forth the components of other expense (income):
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | (0.2) | $ | (5.7) | |||
Governmental assistance - International markets | (3.8) | (23.0) | (81.5) | ||||||
Governmental assistance - U.S. markets | (1.0) | (2.8) | (5.6) | ||||||
Foreign currency transaction gains | (17.8) | (12.3) | (9.8) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.4 | (0.6) | (0.7) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | 47.7 | \u2014 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | 54.4 | \u2014 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | 32.9 | 14.4 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (140.5) | (75.0) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (2.3) | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | (3.7) | \u2014 | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | 36.5 | \u2014 | ||||||
Financing fees related to modification of debt | \u2014 | \u2014 | 1.0 | ||||||
Derivative stockholder settlement | (14.0) | \u2014 | \u2014 | ||||||
Shareholder litigation | 110.2 | \u2014 | \u2014 | ||||||
(1.3) | (0.3) | \u2014 | |||||||
Other expense (income) | $ | (69.1) | $ | 53.6 | $ | (87.9) |
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2021 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | (0.2) | $ | (5.7) | |||
Governmental assistance - International markets | (3.8) | (23.0) | (81.5) | ||||||
Governmental assistance - U.S. markets | (1.0) | (2.8) | (5.6) | ||||||
Foreign currency transaction gains | (17.8) | (12.3) | (9.8) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.4 | (0.6) | (0.7) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | 47.7 | \u2014 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | 54.4 | \u2014 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | 32.9 | 14.4 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (140.5) | (75.0) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (2.3) | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | (3.7) | \u2014 | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | 36.5 | \u2014 | ||||||
Financing fees related to modification of debt | \u2014 | \u2014 | 1.0 | ||||||
Derivative stockholder settlement | (14.0) | \u2014 | \u2014 | ||||||
Shareholder litigation | 110.2 | \u2014 | \u2014 | ||||||
(1.3) | (0.3) | \u2014 | |||||||
Other expense (income) | $ | (69.1) | $ | 53.6 | $ | (87.9) |
Accounting Pronouncements Recently Adopted
Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients 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 8\u2014Corporate Borrowings and Finance Lease Obligations for further discussion on the election of the optional expedients allowed under ASC 848.
Accounting Pronouncements Issued Not Yet Adopted
Segment Reporting. In November 2023, the FASB issued ASC 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (\u201cASU 2023-07\u201d). The amendments in ASU 2023-07 require annual and interim disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year ended December 31, 2024, and every interim period thereafter.
Income Tax Disclosures. In December 2023, the FASB issued ASC 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (\u201cASU 2023-09\u201d). The amendments in ASU 2023-09 require entities to disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments would also require that entities disclose various information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 is effective for the Company for the year ended December 31, 2025.
"}]},{"name":"rpt:f-890","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"NOTE 2\u2014REVENUE RECOGNITION
Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | December\u00a031,\u00a02021 | ||||||
Major revenue types | |||||||||
Admissions | $ | 2,690.5 | $ | 2,201.4 | $ | 1,394.2 | |||
Food and beverage | 1,669.8 | 1,313.7 | 857.3 | ||||||
Other theatre: | |||||||||
Advertising | 129.5 | 122.7 | 95.3 | ||||||
Other theatre | 322.8 | 273.6 | 181.1 | ||||||
Other theatre | 452.3 | 396.3 | 276.4 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | December\u00a031,\u00a02021 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 4,424.1 | $ | 3,579.9 | $ | 2,325.5 | |||
Products and services transferred over time (1) | 388.5 | 331.5 | 202.4 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
| (1) | Amounts primarily include subscription and advertising revenues. |
The following tables provide the balances of receivables and deferred revenue income:
(In millions) | December\u00a031,\u00a02023 | December 31, 2022 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 113.5 | $ | 92.3 | ||
Miscellaneous receivables | 90.2 | 74.3 | ||||
Receivables, net | $ | 203.7 | $ | 166.6 |
(In millions) | December\u00a031,\u00a02023 | December 31, 2022 | ||||
Current liabilities | ||||||
Deferred revenues related to contracts with customers | $ | 415.3 | $ | 398.8 | ||
Miscellaneous deferred income | 6.5 | 3.9 | ||||
Deferred revenues and income | $ | 421.8 | $ | 402.7 |
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) | 292.0 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 14.9 | ||
Food and beverage revenues (2) | 22.7 | ||
Other theatre revenues (2) | (0.4) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (205.2) | ||
Food and beverage revenues (3) | (57.5) | ||
Other theatre revenues (4) | (66.7) | ||
Foreign currency translation adjustment | (6.1) | ||
Balance December 31, 2022 | $ | 398.8 | |
Cash received in advance (1) | 331.7 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 22.3 | ||
Food and beverage revenues (2) | 37.8 | ||
Other theatre revenues (2) | (1.3) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (237.5) | ||
Food and beverage revenues (3) | (70.1) | ||
Other theatre revenues (4) | (64.1) | ||
Foreign currency translation adjustment | (2.3) | ||
Balance December 31, 2023 | $ | 415.3 |
| (1) | Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees. |
| (2) | Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs. |
| (3) | Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs. |
| (4) | Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty programs membership fees. |
The significant changes to contract liabilities included in the ESA in the 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 the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (19.6) | ||
Balance December 31, 2022 | $ | 505.8 | |
Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (19.2) | ||
Balance December 31, 2023 | $ | 486.6 |
| (1) | Represents the carrying amount of the NCM common units that were previously received under the annual CUA and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below. The deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in February\u00a02037. |
NCM Bankruptcy. On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas. NCM is the in-theatre advertising provider for the majority of the Company\u2019s theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the \u201cPlan\u201d), NCM has assumed its agreements with the Company. As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (\u201cNCM Common Units\u201d) that were owed to the Company as part of the annual common unit adjustment. But under the terms of the Plan and restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan. The Company has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company and appeal of the court\u2019s order to approve cancellation of the NCM Common Unit issuance. The Company does not expect the NCM bankruptcy to have a material impact on the Company.
Transaction Price Allocated to the Remaining Performance Obligations. The following table includes the amount of NCM ESA, included in exhibitor services agreement in the Company\u2019s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of December\u00a031, 2023:
(In millions) | Exhibitor Services Agreement | ||
Year ended 2024 | $ | 22.7 | |
Year ended 2025 | 24.4 | ||
Year ended 2026 | 26.2 | ||
Year ended 2027 | 28.2 | ||
Year ended 2028 | 30.4 | ||
Years ended 2029 through February 2037 | 354.7 | ||
Total | $ | 486.6 |
Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of December\u00a031, 2023 was $326.3\u00a0million. 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 December\u00a031, 2023, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income was $73.6\u00a0million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The Premiere 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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(In millions) | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | December\u00a031,\u00a02021 | ||||||
Major revenue types | |||||||||
Admissions | $ | 2,690.5 | $ | 2,201.4 | $ | 1,394.2 | |||
Food and beverage | 1,669.8 | 1,313.7 | 857.3 | ||||||
Other theatre: | |||||||||
Advertising | 129.5 | 122.7 | 95.3 | ||||||
Other theatre | 322.8 | 273.6 | 181.1 | ||||||
Other theatre | 452.3 | 396.3 | 276.4 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | December\u00a031,\u00a02021 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 4,424.1 | $ | 3,579.9 | $ | 2,325.5 | |||
Products and services transferred over time (1) | 388.5 | 331.5 | 202.4 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
| (1) | Amounts primarily include subscription and advertising revenues. |
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(In millions) | December\u00a031,\u00a02023 | December 31, 2022 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 113.5 | $ | 92.3 | ||
Miscellaneous receivables | 90.2 | 74.3 | ||||
Receivables, net | $ | 203.7 | $ | 166.6 |
(In millions) | December\u00a031,\u00a02023 | December 31, 2022 | ||||
Current liabilities | ||||||
Deferred revenues related to contracts with customers | $ | 415.3 | $ | 398.8 | ||
Miscellaneous deferred income | 6.5 | 3.9 | ||||
Deferred revenues and income | $ | 421.8 | $ | 402.7 |
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Deferred Revenues | |||
Related to Contracts | |||
(In millions) | with Customers | ||
Balance December 31, 2021 | $ | 405.1 | |
Cash received in advance (1) | 292.0 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 14.9 | ||
Food and beverage revenues (2) | 22.7 | ||
Other theatre revenues (2) | (0.4) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (205.2) | ||
Food and beverage revenues (3) | (57.5) | ||
Other theatre revenues (4) | (66.7) | ||
Foreign currency translation adjustment | (6.1) | ||
Balance December 31, 2022 | $ | 398.8 | |
Cash received in advance (1) | 331.7 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 22.3 | ||
Food and beverage revenues (2) | 37.8 | ||
Other theatre revenues (2) | (1.3) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (237.5) | ||
Food and beverage revenues (3) | (70.1) | ||
Other theatre revenues (4) | (64.1) | ||
Foreign currency translation adjustment | (2.3) | ||
Balance December 31, 2023 | $ | 415.3 |
| (1) | Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees. |
| (2) | Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs. |
| (3) | Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs. |
| (4) | Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty programs membership fees. |
Exhibitor Services | |||
(In millions) | Agreement (1) | ||
Balance December 31, 2021 | $ | 510.4 | |
Common Unit Adjustment-additions of common units | 15.0 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (19.6) | ||
Balance December 31, 2022 | $ | 505.8 | |
Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (19.2) | ||
Balance December 31, 2023 | $ | 486.6 |
| (1) | Represents the carrying amount of the NCM common units that were previously received under the annual CUA and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below. The deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in February\u00a02037. |
(In millions) | Exhibitor Services Agreement | ||
Year ended 2024 | $ | 22.7 | |
Year ended 2025 | 24.4 | ||
Year ended 2026 | 26.2 | ||
Year ended 2027 | 28.2 | ||
Year ended 2028 | 30.4 | ||
Years ended 2029 through February 2037 | 354.7 | ||
Total | $ | 486.6 |
NOTE 3\u2014LEASES
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 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 sight and sound and 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. As a result, deferred lease amounts were approximately $56.3 million as of December 31, 2023. 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\u2019s lease liabilities to reflect the change in the timing of payments. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts for contractual rent amounts due and not paid are included in accounts payable in the consolidated balance sheets and in change in accounts payable in the consolidated statements of cash flows. 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 is provided below:
As of | As of | ||||||||
December 31, | Decrease | December\u00a031, | |||||||
(In millions) | 2022 | in deferred amounts | 2023 | ||||||
Fixed operating lease deferred amounts (1) | $ | 150.3 | $ | (97.1) | $ | 53.2 | |||
Finance lease deferred amounts | 0.9 | (0.9) | - | ||||||
Variable lease deferred amounts | 6.0 | (2.9) | 3.1 | ||||||
Total deferred lease amounts | $ | 157.2 | $ | (100.9) | $ | 56.3 |
| (1) | During the year ended December 31, 2023, the decrease in fixed operating lease deferred amounts includes $14.3 million of rent payments that are included in change in accounts payable and $82.8 million included in deferred rent and other non-cash rent in the consolidated statements of cash flows. |
The following table reflects the lease costs for the years indicated below:
Year Ended | |||||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||||
(In millions) | Consolidated Statements of Operations | 2023 | 2022 | 2021 | |||||||
Operating lease cost | |||||||||||
Theatre properties | Rent | $ | 788.1 | $ | 812.0 | $ | 775.4 | ||||
Theatre properties | Operating expense | 2.0 | 5.4 | 1.1 | |||||||
Equipment | Operating expense | 17.5 | 8.6 | 10.7 | |||||||
Office and other | General and administrative: other | 5.4 | 5.3 | 5.4 | |||||||
Finance lease cost | |||||||||||
Amortization of finance lease assets | Depreciation and amortization | 2.0 | 2.6 | 4.6 | |||||||
Interest expense on lease liabilities | Finance lease obligations | 3.7 | 4.1 | 5.2 | |||||||
Variable lease cost | |||||||||||
Theatre properties | Rent | 85.4 | 74.2 | 52.6 | |||||||
Equipment | Operating expense | 63.3 | 60.0 | 43.4 | |||||||
Total lease cost | $ | 967.4 | $ | 972.2 | $ | 898.4 |
The following table represents the weighted-average remaining lease term and discount rate as of December\u00a031, 2023:
As of December 31, 2023 | ||||||
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 8.7 | 10.5% | ||||
Finance leases | 13.3 | 6.4% |
Cash flow and supplemental information is presented below:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2023 | 2022 | 2021 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||
Operating cash flows used in finance leases | $ | (3.7) | $ | (3.8) | $ | (2.9) | |||
Operating cash flows used in operating leases | (986.4) | (1,032.4) | (883.2) | ||||||
Financing cash flows used in finance leases | (5.6) | (9.4) | (9.0) | ||||||
Landlord contributions: | |||||||||
Operating cashflows provided by operating leases | 23.9 | 19.9 | 22.0 | ||||||
Supplemental disclosure of noncash leasing activities: | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 214.1 | 277.3 | 196.6 |
| (1) | Includes lease extensions and option exercises. |
Minimum annual payments required under existing operating and finance leases and the net present value thereof as of December\u00a031, 2023 are as follows:
Operating Lease | Finance Lease | |||||
(In millions) | Payments (2) | Payments (2) | ||||
2024 (1) | 920.3 | 8.4 | ||||
2025 | 884.3 | 7.8 | ||||
2026 | 819.6 | 7.6 | ||||
2027 | 754.6 | 7.6 | ||||
2028 | 669.2 | 7.2 | ||||
Thereafter | 2,802.3 | 46.2 | ||||
Total lease payments | 6,850.3 | 84.8 | ||||
Less imputed interest | (2,340.8) | (29.4) | ||||
Total operating and finance lease liabilities, respectively | $ | 4,509.5 | $ | 55.4 |
| (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 | ||
2024 | 4.4 | ||
2025 | 0.8 | ||
2026 | 0.7 | ||
2027 | 0.3 | ||
2028 | 0.1 | ||
Thereafter | 0.1 | ||
Total deferred lease amounts recorded in accounts payable | $ | 6.4 |
| (2) | The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating leases, as shown below: |
Operating Lease | |||
(In millions) | Payments | ||
2024 | 15.7 | ||
2025 | 5.7 | ||
2026 | 4.2 | ||
2027 | 3.4 | ||
2028 | 3.2 | ||
Thereafter | 17.7 | ||
Total deferred lease amounts | $ | 49.9 |
As of December\u00a031, 2023, the Company had signed additional operating lease agreements for two theatres that have not yet commenced of approximately $62.0\u00a0million, which are expected to commence in 2024 or thereafter, and carry lease terms of approximately 15 to 20 years. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.
During the year ended December 31, 2023, the Company received a $13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre. The incentive was treated as a reduction to rent expense in the Company\u2019s consolidated statement of operations.
"}]},{"name":"rpt:f-974","factDimensions":{"xbrl:concept":"amch:TotalDeferredLeaseAmounts","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"56300000","decimals":-5}]},{"name":"rpt:f-975","factDimensions":{"xbrl:concept":"amch:ScheduleOfDeferredPaymentAmountsRelatedToRentObligationsTableTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods is provided below:
As of | As of | ||||||||
December 31, | Decrease | December\u00a031, | |||||||
(In millions) | 2022 | in deferred amounts | 2023 | ||||||
Fixed operating lease deferred amounts (1) | $ | 150.3 | $ | (97.1) | $ | 53.2 | |||
Finance lease deferred amounts | 0.9 | (0.9) | - | ||||||
Variable lease deferred amounts | 6.0 | (2.9) | 3.1 | ||||||
Total deferred lease amounts | $ | 157.2 | $ | (100.9) | $ | 56.3 |
| (1) | During the year ended December 31, 2023, the decrease in fixed operating lease deferred amounts includes $14.3 million of rent payments that are included in change in accounts payable and $82.8 million included in deferred rent and other non-cash rent in the consolidated statements of cash flows. |
Year Ended | |||||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||||
(In millions) | Consolidated Statements of Operations | 2023 | 2022 | 2021 | |||||||
Operating lease cost | |||||||||||
Theatre properties | Rent | $ | 788.1 | $ | 812.0 | $ | 775.4 | ||||
Theatre properties | Operating expense | 2.0 | 5.4 | 1.1 | |||||||
Equipment | Operating expense | 17.5 | 8.6 | 10.7 | |||||||
Office and other | General and administrative: other | 5.4 | 5.3 | 5.4 | |||||||
Finance lease cost | |||||||||||
Amortization of finance lease assets | Depreciation and amortization | 2.0 | 2.6 | 4.6 | |||||||
Interest expense on lease liabilities | Finance lease obligations | 3.7 | 4.1 | 5.2 | |||||||
Variable lease cost | |||||||||||
Theatre properties | Rent | 85.4 | 74.2 | 52.6 | |||||||
Equipment | Operating expense | 63.3 | 60.0 | 43.4 | |||||||
Total lease cost | $ | 967.4 | $ | 972.2 | $ | 898.4 |
As of December 31, 2023 | ||||||
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 8.7 | 10.5% | ||||
Finance leases | 13.3 | 6.4% |
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2023 | 2022 | 2021 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||
Operating cash flows used in finance leases | $ | (3.7) | $ | (3.8) | $ | (2.9) | |||
Operating cash flows used in operating leases | (986.4) | (1,032.4) | (883.2) | ||||||
Financing cash flows used in finance leases | (5.6) | (9.4) | (9.0) | ||||||
Landlord contributions: | |||||||||
Operating cashflows provided by operating leases | 23.9 | 19.9 | 22.0 | ||||||
Supplemental disclosure of noncash leasing activities: | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 214.1 | 277.3 | 196.6 |
| (1) | Includes lease extensions and option exercises. |
Operating Lease | Finance Lease | |||||
(In millions) | Payments (2) | Payments (2) | ||||
2024 (1) | 920.3 | 8.4 | ||||
2025 | 884.3 | 7.8 | ||||
2026 | 819.6 | 7.6 | ||||
2027 | 754.6 | 7.6 | ||||
2028 | 669.2 | 7.2 | ||||
Thereafter | 2,802.3 | 46.2 | ||||
Total lease payments | 6,850.3 | 84.8 | ||||
Less imputed interest | (2,340.8) | (29.4) | ||||
Total operating and finance lease liabilities, respectively | $ | 4,509.5 | $ | 55.4 |
| (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 | ||
2024 | 4.4 | ||
2025 | 0.8 | ||
2026 | 0.7 | ||
2027 | 0.3 | ||
2028 | 0.1 | ||
Thereafter | 0.1 | ||
Total deferred lease amounts recorded in accounts payable | $ | 6.4 |
| (2) | The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating leases, as shown below: |
Operating Lease | |||
(In millions) | Payments | ||
2024 | 15.7 | ||
2025 | 5.7 | ||
2026 | 4.2 | ||
2027 | 3.4 | ||
2028 | 3.2 | ||
Thereafter | 17.7 | ||
Total deferred lease amounts | $ | 49.9 |
Accounts Payable | |||
(In millions) | Lease Payments | ||
2024 | 4.4 | ||
2025 | 0.8 | ||
2026 | 0.7 | ||
2027 | 0.3 | ||
2028 | 0.1 | ||
Thereafter | 0.1 | ||
Total deferred lease amounts recorded in accounts payable | $ | 6.4 |
Operating Lease | |||
(In millions) | Payments | ||
2024 | 15.7 | ||
2025 | 5.7 | ||
2026 | 4.2 | ||
2027 | 3.4 | ||
2028 | 3.2 | ||
Thereafter | 17.7 | ||
Total deferred lease amounts | $ | 49.9 |
NOTE 4\u2014PROPERTY
A summary of property is as follows:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | ||
Property owned: | |||||||
Land | $ | 62.6 | $ | 73.7 | |||
Buildings and improvements | \u00a0 | 205.8 | \u00a0 | 209.4 | |||
Leasehold improvements | \u00a0 | 1,958.3 | \u00a0 | 1,880.8 | |||
Furniture, fixtures and equipment | \u00a0 | 2,387.0 | \u00a0 | 2,354.3 | |||
\u00a0 | 4,613.7 | \u00a0 | 4,518.2 | ||||
Less: accumulated depreciation | \u00a0 | 3,091.7 | \u00a0 | 2,838.4 | |||
1,522.0 | 1,679.8 | ||||||
Property leased under finance leases: | |||||||
Building and improvements | 56.5 | 54.8 | |||||
Less: accumulated depreciation and amortization | 18.1 | 15.4 | |||||
38.4 | 39.4 | ||||||
$ | 1,560.4 | $ | 1,719.2 |
Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows:
Buildings and improvements | \u00a0\u00a0\u00a0\u00a0 | 1 to 40 years | \u00a0 |
Leasehold improvements | 1 to 20 years | ||
Furniture, fixtures and equipment | 1 to 15 years |
Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying consolidated statements of operations.
Depreciation expense was $337.5 million, $359.0 million, and $382.0 million for the years ended December\u00a031, 2023, December\u00a031, 2022 and December\u00a031, 2021, respectively.
"}]},{"name":"rpt:f-1080","factDimensions":{"xbrl:concept":"amch:ScheduleOfPropertyPlantAndEquipmentComponentsTableTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | ||
Property owned: | |||||||
Land | $ | 62.6 | $ | 73.7 | |||
Buildings and improvements | \u00a0 | 205.8 | \u00a0 | 209.4 | |||
Leasehold improvements | \u00a0 | 1,958.3 | \u00a0 | 1,880.8 | |||
Furniture, fixtures and equipment | \u00a0 | 2,387.0 | \u00a0 | 2,354.3 | |||
\u00a0 | 4,613.7 | \u00a0 | 4,518.2 | ||||
Less: accumulated depreciation | \u00a0 | 3,091.7 | \u00a0 | 2,838.4 | |||
1,522.0 | 1,679.8 | ||||||
Property leased under finance leases: | |||||||
Building and improvements | 56.5 | 54.8 | |||||
Less: accumulated depreciation and amortization | 18.1 | 15.4 | |||||
38.4 | 39.4 | ||||||
$ | 1,560.4 | $ | 1,719.2 |
Buildings and improvements | \u00a0\u00a0\u00a0\u00a0 | 1 to 40 years | \u00a0 |
Leasehold improvements | 1 to 20 years | ||
Furniture, fixtures and equipment | 1 to 15 years |
NOTE 5\u2014GOODWILL AND INTANGIBLE ASSETS
The following table summarizes the changes in goodwill by reporting unit:
U.S. | International | Consolidated Goodwill | |||||||||||||||||||||||||
(In\u00a0millions) | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | ||||||||||||||||||
Balance December 31, 2021 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,722.6 | $ | (1,089.3) | $ | 633.3 | $ | 4,795.2 | $ | (2,365.4) | $ | 2,429.8 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | (200.8) | 113.0 | (87.8) | (200.8) | 113.0 | (87.8) | ||||||||||||||||||
Balance December 31, 2022 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,521.8 | $ | (976.3) | $ | 545.5 | $ | 4,594.4 | $ | (2,252.4) | $ | 2,342.0 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | 67.7 | (51.0) | 16.7 | 67.7 | (51.0) | 16.7 | ||||||||||||||||||
Balance December 31, 2023 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,589.5 | $ | (1,027.3) | $ | 562.2 | $ | 4,662.1 | $ | (2,303.4) | $ | 2,358.7 |
Detail of other intangible assets is presented below:
December 31, 2023 | December 31, 2022 | \u00a0 | |||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0 | ||||||||
Remaining | Carrying | Accumulated | Carrying | Accumulated | \u00a0 | ||||||||||
(In millions) | Useful\u00a0Life | Amount | Amortization | Amount | Amortization | \u00a0 | |||||||||
Amortizable Intangible Assets: | |||||||||||||||
Management contracts | \u00a0 | 2 years | $ | 1.7 | $ | (1.6) | $ | 9.3 | $ | (9.2) | |||||
Starplex trade name | 3 years | 7.9 | (5.7) | 7.9 | (5.0) | ||||||||||
Carmike trade name | none | \u2014 | \u2014 | 9.3 | (8.0) | ||||||||||
Total, amortizable | $ | 9.6 | $ | (7.3) | $ | 26.5 | $ | (22.2) | |||||||
Non-amortizing Intangible Assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 37.3 | 35.8 | |||||||||||||
Nordic trade names | 2.7 | 2.8 | |||||||||||||
Total, unamortizable | $ | 144.4 | $ | 143.0 |
See the impairment table in Note 1\u2014The Company and Significant Accounting Policies for information regarding indefinite and definite-lived intangible assets impairment amounts.
Amortization expense associated with the intangible assets noted above is as follows:
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2021 | ||||
Recorded amortization | $ | 2.1 | $ | 2.6 | $ | 3.5 |
"}]},{"name":"rpt:f-1114","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
U.S. | International | Consolidated Goodwill | |||||||||||||||||||||||||
(In\u00a0millions) | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | ||||||||||||||||||
Balance December 31, 2021 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,722.6 | $ | (1,089.3) | $ | 633.3 | $ | 4,795.2 | $ | (2,365.4) | $ | 2,429.8 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | (200.8) | 113.0 | (87.8) | (200.8) | 113.0 | (87.8) | ||||||||||||||||||
Balance December 31, 2022 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,521.8 | $ | (976.3) | $ | 545.5 | $ | 4,594.4 | $ | (2,252.4) | $ | 2,342.0 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | 67.7 | (51.0) | 16.7 | 67.7 | (51.0) | 16.7 | ||||||||||||||||||
Balance December 31, 2023 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,589.5 | $ | (1,027.3) | $ | 562.2 | $ | 4,662.1 | $ | (2,303.4) | $ | 2,358.7 |
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December 31, 2023 | December 31, 2022 | \u00a0 | |||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Gross | \u00a0\u00a0\u00a0\u00a0 | \u00a0 | ||||||||
Remaining | Carrying | Accumulated | Carrying | Accumulated | \u00a0 | ||||||||||
(In millions) | Useful\u00a0Life | Amount | Amortization | Amount | Amortization | \u00a0 | |||||||||
Amortizable Intangible Assets: | |||||||||||||||
Management contracts | \u00a0 | 2 years | $ | 1.7 | $ | (1.6) | $ | 9.3 | $ | (9.2) | |||||
Starplex trade name | 3 years | 7.9 | (5.7) | 7.9 | (5.0) | ||||||||||
Carmike trade name | none | \u2014 | \u2014 | 9.3 | (8.0) | ||||||||||
Total, amortizable | $ | 9.6 | $ | (7.3) | $ | 26.5 | $ | (22.2) | |||||||
Non-amortizing Intangible Assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 37.3 | 35.8 | |||||||||||||
Nordic trade names | 2.7 | 2.8 | |||||||||||||
Total, unamortizable | $ | 144.4 | $ | 143.0 |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2021 | ||||
Recorded amortization | $ | 2.1 | $ | 2.6 | $ | 3.5 |
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NOTE 6\u2014INVESTMENTS
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 consolidated balance sheets in other long-term assets. On December 30, 2022, the Company entered into an agreement to sell its 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0 million), and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. The Company recorded a gain on the sale of $15.5 million in investment income during the year ended December 31, 2023. Investments in non-consolidated affiliates as of December\u00a031, 2023, include interests in DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, of 18.4%, and DCM of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres and approximately 50.0% interest in 61 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.
Investment in Hycroft
On March 14, 2022, the Company purchased 2.3 million units of 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 $11.93 per unit. Each warrant is exercisable for one common share of Hycroft at a price of $10.68 per share over a 5-year term through March 2027. The preceding amounts have been adjusted for the reverse stock split Hycroft effectuated on November 15, 2023.
Hycroft filed a resale registration statement to register the common shares and warrant shares for the sale under 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 we have elected the fair value option in accordance with ASC 825-10. The Company account for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. 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 years ended December 31, 2023 and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $12.6 million and $6.3 million, respectively, in investment expense (income), respectively.
NCM Transactions
Pursuant to the Company\u2019s 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, 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 the event that a CUA is determined to be a negative number, the Founding Member shall cause, at its election, either (a)\u00a0the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member\u2019s CUA or (b)\u00a0pay to NCM an amount equal to such Founding Member\u2019s CUA calculated in accordance with the CUA Agreement.
In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company, and therefore, the Company paid NCM cash of $9.2 million and recorded the amount as a reduction to deferred revenues for the ESA. During the year ended December 31, 2021, the Company sold its remaining approximately 1.4 million NCM shares and received net proceeds of $5.7 million, which were recorded in investment expense (income). 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 a fair value of $15.0 million, based upon a price per share of NCM of $2.52 on March 30, 2022. During the year ended December 31, 2022, the Company sold its shares of NCM for $1.5 million and recorded a realized loss in investment expense of $13.5 million. See Note 1\u2014The Company and Significant Accounting Policies and Note 2\u2014Revenue Recognition for further information regarding CUA and ESA.
DCIP Transactions
During the year ended December 31, 2021, the Company received cash distribution of $12.2 million from DCIP, which the Company recorded as a reduction to its investment in DCIP. The distribution reduced the Company\u2019s recorded investment below $0 and therefore the Company recorded equity in earnings of $4.0 million to increase its investment to $0 as the Company has not guaranteed any of the liabilities of DCIP. During the year ended December 31, 2022, DCIP ceased operations and the Company received a liquidation distribution of $3.4 million which the Company recorded as equity in earnings.
AC JV Transactions
On December\u00a026, 2013, the Company amended and restated its existing ESA with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. AC JV distributes alternative content to theatre exhibitors. As of December 31, 2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the \u201cDigital ESAs\u201d) that were entered into on December\u00a026, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off.
Summary Financial Information
Investments in non-consolidated affiliates accounted for under the equity method as of December\u00a031, 2023, include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, 61 theatres in Europe, four U.S. motion picture theatres, and other immaterial investments.
Condensed financial information of the Company\u2019s non-consolidated equity method investments is shown below with amounts presented under U.S. GAAP:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | December 31, 2022 | |||
Current assets | $ | 263.8 | $ | 411.5 | ||
Noncurrent assets | 224.7 | \u00a0 | 431.9 | |||
Total assets | 488.5 | \u00a0 | 843.4 | |||
Current liabilities | 130.9 | \u00a0 | 152.8 | |||
Noncurrent liabilities | 385.0 | \u00a0 | 452.9 | |||
Total liabilities | 515.9 | \u00a0 | 605.7 | |||
Stockholders\u2019 (deficit) equity | (27.4) | \u00a0 | 237.7 | |||
Liabilities and stockholders\u2019 (deficit) equity | 488.5 | \u00a0 | 843.4 | |||
The Company\u2019s recorded investment | 56.4 | 69.6 |
Condensed financial information of the Company\u2019s non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | 2021 | ||||
Revenues | $ | 425.6 | $ | 412.8 | $ | 285.1 | |||
Operating costs and expenses | 449.9 | 498.2 | 287.6 | ||||||
Net loss | $ | (24.3) | $ | (85.4) | $ | (2.5) |
The components of the Company\u2019s recorded equity in earnings (loss) of non-consolidated entities are as follows:
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | ||||
The Company\u2019s recorded equity in earnings (loss) | $ | 7.7 | $ | (1.6) | $ | 11.0 |
Related Party Transactions
The Company recorded the following related party transactions with equity method investees:
As of | \u00a0\u00a0\u00a0\u00a0 | As of | ||||
(In millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | |||
Due from DCM for on-screen advertising revenue | $ | 3.3 | $ | 2.2 | ||
Loan receivable from DCM | 0.6 | 0.6 | ||||
Due to AC JV for Fathom Events programming | (2.3) | (2.0) | ||||
Due from Nordic JVs | 2.7 | 1.3 | ||||
Due to Nordic JVs for management services | (1.4) | (1.1) | ||||
Due from SCC related to the joint venture | 0.5 | 1.4 | ||||
Due to U.S. theatre partnerships | (0.6) | (0.7) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2023 | December\u00a031, 2022 | December 31, 2021 | |||||||
DCM screen advertising revenues | Other revenues | $ | 18.8 | $ | 17.0 | $ | 7.8 | ||||
DCDC content delivery services | Operating expense | 1.4 | 1.0 | 1.1 | |||||||
DCIP equipment rental expense | Operating expense | - | - | 0.2 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 17.5 | 11.6 | 10.4 | |||||||
Screenvision screen advertising revenues | Other revenues | 8.7 | 6.9 | 4.6 |
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(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | December 31, 2022 | |||
Current assets | $ | 263.8 | $ | 411.5 | ||
Noncurrent assets | 224.7 | \u00a0 | 431.9 | |||
Total assets | 488.5 | \u00a0 | 843.4 | |||
Current liabilities | 130.9 | \u00a0 | 152.8 | |||
Noncurrent liabilities | 385.0 | \u00a0 | 452.9 | |||
Total liabilities | 515.9 | \u00a0 | 605.7 | |||
Stockholders\u2019 (deficit) equity | (27.4) | \u00a0 | 237.7 | |||
Liabilities and stockholders\u2019 (deficit) equity | 488.5 | \u00a0 | 843.4 | |||
The Company\u2019s recorded investment | 56.4 | 69.6 |
Condensed financial information of the Company\u2019s non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:
Year Ended | |||||||||
December 31, | December 31, | December 31, | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | 2021 | ||||
Revenues | $ | 425.6 | $ | 412.8 | $ | 285.1 | |||
Operating costs and expenses | 449.9 | 498.2 | 287.6 | ||||||
Net loss | $ | (24.3) | $ | (85.4) | $ | (2.5) |
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Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | ||||
The Company\u2019s recorded equity in earnings (loss) | $ | 7.7 | $ | (1.6) | $ | 11.0 |
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As of | \u00a0\u00a0\u00a0\u00a0 | As of | ||||
(In millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | |||
Due from DCM for on-screen advertising revenue | $ | 3.3 | $ | 2.2 | ||
Loan receivable from DCM | 0.6 | 0.6 | ||||
Due to AC JV for Fathom Events programming | (2.3) | (2.0) | ||||
Due from Nordic JVs | 2.7 | 1.3 | ||||
Due to Nordic JVs for management services | (1.4) | (1.1) | ||||
Due from SCC related to the joint venture | 0.5 | 1.4 | ||||
Due to U.S. theatre partnerships | (0.6) | (0.7) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2023 | December\u00a031, 2022 | December 31, 2021 | |||||||
DCM screen advertising revenues | Other revenues | $ | 18.8 | $ | 17.0 | $ | 7.8 | ||||
DCDC content delivery services | Operating expense | 1.4 | 1.0 | 1.1 | |||||||
DCIP equipment rental expense | Operating expense | - | - | 0.2 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 17.5 | 11.6 | 10.4 | |||||||
Screenvision screen advertising revenues | Other revenues | 8.7 | 6.9 | 4.6 |
NOTE 7\u2014SUPPLEMENTAL BALANCE SHEET INFORMATION
Other assets and liabilities consist of the following:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | ||
Other current assets: | ||||||
Income taxes receivable | $ | 1.5 | $ | 1.0 | ||
Prepaids | \u00a0 | 32.5 | \u00a0 | 28.8 | ||
Merchandise inventory | \u00a0 | 39.5 | \u00a0 | 36.4 | ||
Other | \u00a0 | 14.5 | \u00a0 | 14.9 | ||
$ | 88.0 | $ | 81.1 | |||
Other long-term assets: | ||||||
Investments in real estate | $ | 3.6 | $ | 6.5 | ||
Deferred financing costs revolving credit facility | \u00a0 | 0.7 | \u00a0 | 3.1 | ||
Investments in equity method investees | \u00a0 | 56.4 | \u00a0 | 69.6 | ||
Computer software | \u00a0 | 76.6 | \u00a0 | 74.2 | ||
Investment in common stock | \u00a0 | 10.4 | \u00a0 | 11.3 | ||
Pension asset | 17.2 | 16.6 | ||||
Investment in Hycroft common stock (1) | 5.8 | 12.5 | ||||
Investment in Hycroft warrants (1) | 3.3 | 9.2 | ||||
Other | \u00a0 | 21.8 | \u00a0 | 19.1 | ||
$ | 195.8 | $ | 222.1 | |||
Accrued expenses and other liabilities: | ||||||
Taxes other than income | $ | 76.4 | $ | 77.6 | ||
Interest | \u00a0 | 50.3 | \u00a0 | 53.0 | ||
Payroll and vacation | \u00a0 | 50.4 | \u00a0 | 45.8 | ||
Current portion of casualty claims and premiums | \u00a0 | 9.3 | \u00a0 | 11.9 | ||
Accrued bonus | \u00a0 | 56.7 | \u00a0 | 57.6 | ||
Accrued licensing and variable rent | \u00a0 | 24.6 | \u00a0 | 23.7 | ||
Current portion of pension | \u00a0 | 0.1 | \u00a0 | 0.7 | ||
Group insurance reserve | 3.4 | 4.2 | ||||
Accrued tax payable | 1.7 | 4.9 | ||||
Other | \u00a0 | 77.9 | \u00a0 | 84.9 | ||
$ | 350.8 | $ | 364.3 | |||
Other long-term liabilities: | ||||||
Pension | $ | 33.3 | $ | 30.1 | ||
Casualty claims and premiums | \u00a0 | 13.5 | \u00a0 | 19.8 | ||
Contingencies | 18.7 | 15.9 | ||||
Other | \u00a0 | 37.2 | \u00a0 | 39.3 | ||
$ | 102.7 | $ | 105.1 |
| (1) | The equity method investment in Hycroft and related warrants are measured at fair value. See Note 6\u2014Investments and Note 12\u2014Fair Value Measurements for further information regarding the investment in Hycroft. |
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | ||
Other current assets: | ||||||
Income taxes receivable | $ | 1.5 | $ | 1.0 | ||
Prepaids | \u00a0 | 32.5 | \u00a0 | 28.8 | ||
Merchandise inventory | \u00a0 | 39.5 | \u00a0 | 36.4 | ||
Other | \u00a0 | 14.5 | \u00a0 | 14.9 | ||
$ | 88.0 | $ | 81.1 | |||
Other long-term assets: | ||||||
Investments in real estate | $ | 3.6 | $ | 6.5 | ||
Deferred financing costs revolving credit facility | \u00a0 | 0.7 | \u00a0 | 3.1 | ||
Investments in equity method investees | \u00a0 | 56.4 | \u00a0 | 69.6 | ||
Computer software | \u00a0 | 76.6 | \u00a0 | 74.2 | ||
Investment in common stock | \u00a0 | 10.4 | \u00a0 | 11.3 | ||
Pension asset | 17.2 | 16.6 | ||||
Investment in Hycroft common stock (1) | 5.8 | 12.5 | ||||
Investment in Hycroft warrants (1) | 3.3 | 9.2 | ||||
Other | \u00a0 | 21.8 | \u00a0 | 19.1 | ||
$ | 195.8 | $ | 222.1 | |||
Accrued expenses and other liabilities: | ||||||
Taxes other than income | $ | 76.4 | $ | 77.6 | ||
Interest | \u00a0 | 50.3 | \u00a0 | 53.0 | ||
Payroll and vacation | \u00a0 | 50.4 | \u00a0 | 45.8 | ||
Current portion of casualty claims and premiums | \u00a0 | 9.3 | \u00a0 | 11.9 | ||
Accrued bonus | \u00a0 | 56.7 | \u00a0 | 57.6 | ||
Accrued licensing and variable rent | \u00a0 | 24.6 | \u00a0 | 23.7 | ||
Current portion of pension | \u00a0 | 0.1 | \u00a0 | 0.7 | ||
Group insurance reserve | 3.4 | 4.2 | ||||
Accrued tax payable | 1.7 | 4.9 | ||||
Other | \u00a0 | 77.9 | \u00a0 | 84.9 | ||
$ | 350.8 | $ | 364.3 | |||
Other long-term liabilities: | ||||||
Pension | $ | 33.3 | $ | 30.1 | ||
Casualty claims and premiums | \u00a0 | 13.5 | \u00a0 | 19.8 | ||
Contingencies | 18.7 | 15.9 | ||||
Other | \u00a0 | 37.2 | \u00a0 | 39.3 | ||
$ | 102.7 | $ | 105.1 |
| (1) | The equity method investment in Hycroft and related warrants are measured at fair value. See Note 6\u2014Investments and Note 12\u2014Fair Value Measurements for further information regarding the investment in Hycroft. |
NOTE 8\u2014CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES
A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | ||
First Lien Secured Debt: | ||||||
Senior Secured Credit Facility-Term Loan due 2026 (8.474% as of December 31, 2023 and 7.274% as of December 31, 2022) | $ | 1,905.0 | $ | 1,925.0 | ||
12.75% Odeon Senior Secured Notes due 2027 | 400.0 | 400.0 | ||||
7.5% First Lien Notes due 2029 | 950.0 | 950.0 | ||||
Second Lien Secured Debt: | ||||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | 968.9 | 1,389.8 | ||||
Subordinated Debt: | ||||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2023) | 5.1 | 4.8 | ||||
5.75% Senior Subordinated Notes due 2025 | 98.3 | 98.3 | ||||
5.875% Senior Subordinated Notes due 2026 | 51.5 | 55.6 | ||||
6.125% Senior Subordinated Notes due 2027 | 125.5 | 125.5 | ||||
Total principal amount of corporate borrowings | $ | 4,504.3 | $ | 4,949.0 | ||
Finance lease liabilities | \u00a0 | 55.4 | \u00a0 | 58.8 | ||
Deferred financing costs | (31.1) | (37.9) | ||||
Net premium (1) | 104.2 | 229.7 | ||||
Total carrying value of corporate borrowings and finance lease liabilities | $ | 4,632.8 | $ | 5,199.6 | ||
Less: | ||||||
Current maturities of corporate borrowings | (25.1) | \u00a0 | (20.0) | |||
Current maturities of finance lease liabilities | (5.4) | (5.5) | ||||
Total noncurrent carrying value of corporate borrowings and finance lease liabilities | $ | 4,602.3 | $ | 5,174.1 |
| (1) | The following table provides the net premium (discount) amounts of corporate borrowings: |
December\u00a031, | December\u00a031, | |||||
(In millions) | 2023 | 2022 | ||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | $ | 133.9 | $ | 265.5 | ||
Senior Secured Credit Facility-Term Loan due 2026 | (3.3) | (4.8) | ||||
12.75% Odeon Senior Secured Notes due 2027 | (26.4) | (31.1) | ||||
6.375% Senior Subordinated Notes due 2024 | \u00a0 | \u2014 | \u00a0 | 0.1 | ||
Net premium | $ | 104.2 | $ | 229.7 |
The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2023:
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings | |
2024 | 25.1 | ||
2025 | \u00a0 | 118.3 | |
2026 | \u00a0 | 2,885.4 | |
2027 | \u00a0 | 525.5 | |
2028 | \u00a0 | \u2014 | |
Thereafter | \u00a0 | 950.0 | |
Total | $ | 4,504.3 |
Senior Secured Credit Facilities. The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December\u00a011, 2015, that certain Second Amendment to Credit Agreement, dated as of November\u00a08, 2016, that certain Third Amendment to Credit Agreement, dated as of May\u00a09, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June\u00a013, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August\u00a014, 2018, that certain Sixth Amendment to Credit Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23, 2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the \u201cEleventh Amendment\u201d), that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the \u201cTwelfth Amendment\u201d), and that certain Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023 (the \u201cThirteenth Amendment\u201d) the \u201cCredit Agreement\u201d), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the\u00a0\u201cAdministrative Agent\u201d), pursuant to which the lenders have agreed to provide the Senior Secured Term Loans (as defined below) and the Senior Secured Revolving Credit Facility (as defined below). The Senior Secured Credit Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.
On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the Thirteenth Amendment, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the secured overnight financing rate. Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-months, or six-months or longer, respectively. The Thirteenth Amendment became effective at 5:00 p.m. (New York time) on June 30, 2023.
The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform. Pursuant to ASC 848, the Thirteenth Amendment was determined to be an insubstantial modification.
On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the \u201cNinth Amendment\u201d), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement (the \u201cCovenant Suspension Period\u201d) from a period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on March 31, 2024 (the Covenant Suspension Period as so extended, the \u201cExtended Covenant Suspension Period\u201d). During the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company. In addition,
as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test of $100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations. In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit Agreement (the \u201cTenth Amendment\u201d), pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment. The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024 and we currently do not expect to extend such maturity or replace the Senior Secured Revolving Facility upon such maturity.
On July 31, 2020, the Company entered into the Eighth Amendment to Credit Agreement (the \u201cEighth Amendment\u201d) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026, the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.
On April 23, 2020, the Company entered into the Seventh Amendment to Credit Agreement (the \u201cSeventh Amendment\u201d) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable to the Senior Secured Revolving Credit Facility for the period from and after the effective date of the Seventh Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the Administrative Agent (such period, the \u201cInitial Covenant Suspension Period\u201d). During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment. As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment. In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that were intended to match corresponding restrictions under the 10.5% First Lien Notes due 2025 (the \u201cFirst Lien Notes due 2025\u201d) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder. Pursuant to the terms of the Seventh Amendment, these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted payments thereunder are of no further force or effect. Certain provisions of the Seventh Amendment are amended by the Ninth Amendment.
On April\u00a022, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the \u201cSixth Amendment\u201d) with each lender party thereto and Citicorp North America, Inc., as administrative agent. Pursuant to the Sixth Amendment, the lenders agreed to provide senior secured financing of $2,225.0 million in aggregate, consisting of (i)\u00a0$2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the\u00a0\u201cSenior Secured Term Loans\u201d) and (ii)\u00a0a $225.0 million senior secured revolving credit facility (which is also available for letters of credit and for swingline borrowings on same-day notice) maturing April\u00a022, 2024 (the\u00a0\u201cSenior Secured Revolving Credit Facility\u201d and, together with the Senior Secured Term Loan Loans, the\u00a0\u201cSenior Secured Credit Facilities\u201d).
All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company\u2019s current and future wholly-owned material U.S. restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:
| \u25cf | a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S. subsidiary), subject to certain exceptions; and |
| \u25cf | a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. |
The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:
| \u25cf | 50% (which percentage will be reduced to 0% if the Company attains a certain secured net leverage ratio) of the Company\u2019s annual excess cash flow; |
| \u25cf | 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and |
| \u25cf | 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement. |
The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Senior Secured Term Loan. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary \u201cbreakage\u201d costs with respect to SOFR loans under the Senior Secured Credit Facilities.
The Senior Secured Term Loans bear interest at a rate per annum equal to, at the Company\u2019s option, either (1)\u00a0an applicable margin plus a base rate determined by reference to the highest of (a)\u00a00.50% per annum plus the Federal Funds Effective Rate, (b)\u00a0the prime rate announced by the Administrative Agent from time to time and (c)\u00a01.00% per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread adjustment of 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three months, or six-months or longer, respectively (\u201cAdjusted Term SOFR\u201d) plus (x) in the case of the Senior Secured Term Loans, 2.0% for base rate loans or 3.0% for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement). The rate in effect for the outstanding Senior Secured Term Loan due 2026 was 8.47% per annum at December 31, 2023, and 7.27% per annum at December 31, 2022.
The Credit Agreement contains other customary terms, including (1)\u00a0representations, warranties and affirmative covenants, (2)\u00a0negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3)\u00a0customary events of default.
The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios. In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio. As of December 31, 2023, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.
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 (\u201cFirst Lien Notes due 2029\u201d), 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\u2019s 10.5% First Lien Notes due 2025 (\u201cFirst Lien Notes due 2025\u201d), the then outstanding $300 million aggregate principal amount of the Company\u2019s 10.5% First Lien Notes due 2026 (\u201cFirst Lien Notes due 2026\u201d), and the then outstanding $73.5 million aggregate principal amount of the Company\u2019s 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (\u201cFirst Lien Toggle Notes due 2026\u201d) and to pay related accrued interest, fees, costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction $135.0 million in other expense during the year ended December 31, 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, 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 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\u2019s existing and future subsidiaries that guarantee the Company\u2019s other indebtedness, including the Company\u2019s Senior Secured Credit Facilities. 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\u2019s and the guarantor\u2019s 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.
Odeon Senior Secured Notes due 2027. On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (\u201cOCGL\u201d) and an indirect subsidiary of Holdings issued $400.0 million aggregate principal amount of its 12.75% Odeon Senior Secured Notes due 2027 (\u201cOdeon Notes due 2027\u201d), at an issue price of 92.00%. The Odeon Notes due 2027 bear a cash interest rate of 12.75% per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023. The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis. The Odeon Notes due 2027 contain covenants that limit Odeon and certain subsidiaries\u2019 ability to, among other things: (i) incur additional indebtedness of guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to several important limitations and exceptions. The Company used the $363.0 million net proceeds from the Odeon Notes due 2027 and $146.7 million of existing cash to fund the repayment in full of the \u00a3147.6 million and \u20ac312.2 million ($167.7 million and $308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction of $36.5 million in other expense during the year ended December 31, 2022.
Prior to November 1, 2024, up to 35% of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75% of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings. On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375% for the twelve-month period beginning on November 1, 2024; (ii) 103.188% for the twelve-month period beginning on November 1, 2025, and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100% of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (\u201cTISE\u201d). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid.
Second Lien Notes due 2026. In connection with the Exchange Offers on July 31, 2020, the Company issued $1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing Subordinated Notes. The Second Lien Notes due 2026 were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent. The Company has reflected a premium of $535.1 million on the Second Lien Notes due 2026 as the difference between the principal balance of the Second Lien Notes due 2026 and the $1,997.4 million carrying value of the Existing Subordinated Notes exchanged. The premium will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.
In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $200 million of the First Lien Notes due 2026. Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100% of the First Lien Notes due 2026 that were not subscribed for in connection with the $200 million rights offering to holders of the Existing Subordinated Notes participating in the Exchange Offers. Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received shares of Common Stock worth $20.2 million. The share issuance was recorded by the Company in stockholders\u2019 deficit with an offset in corporate borrowings as a discount. The discount will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.
The Second Lien Notes due 2026 bear cash interest at a rate of 10% per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020. Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company\u2019s option, be paid in PIK interest at a rate of 12% per annum. For the first interest period ending December 15, 2020 and the second interest period ending June 15, 2021, the Company elected to pay in PIK interest. For the third interest period ending December 15, 2021, the Company paid cash interest with respect to the interest period. For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10% per annum.
The Second Lien Notes due 2026 were redeemable at the Company\u2019s option prior to June 15, 2023, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium. On or after June 15, 2023, the Second Lien Notes due 2026 are redeemable, in whole or in part, at a redemption price equal to (i) 106.0% for the twelve-month period beginning on June 15, 2023; (ii) 103.0% for the twelve-month period beginning on June 15, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to apply the net proceeds to redeem the Second Lien Notes due 2026 at a price equal to 100% of the issue price of the Second Lien Notes due 2026, plus accrued and unpaid interest to, but excluding the redemption date. Upon a Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to purchase the Second Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Second Lien Notes due 2026 have not been registered under the Securities Act, as amended and will mature on June 15, 2026.
The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company\u2019s subsidiaries that currently guarantee its obligations under the Company\u2019s Senior Secured Credit Facilities. The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured Credit Facilities (\u201cCollateral\u201d). The Second Lien Notes due 2026 are subordinated in right of payment to all indebtedness of the Company that is secured by a first-priority lien on the Collateral.
The indenture governing the Second Lien Notes due 2026 contains covenants that restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company. The Second Lien Notes due 2026 Indenture also contains certain affirmative covenants and events of default.
On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 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\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of the Company\u2019s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders\u2019 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 9\u2014Stockholders\u2019 Deficit for more information.
Additionally, during the year ended December 31, 2023, the Company repurchased from Antara, a related party at the time of the transactions, an additional $75.9 million aggregate principal amounts of the Second Lien Notes due 2026 for $48.5 million and recorded a gain on extinguishment of $40.9 million in other expense (income). Accrued interest of $1.1 million was paid in connection with the related party repurchases.
During the year ended December 31, 2023, the Company repurchased from unrelated parties $139.7 million aggregate principal amounts of the Second Lien Notes due 2026 for $91.4 million and recorded a gain on extinguishment of $71.3 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases.
During the year ended December 31, 2023, the Company exchanged $105.3 million aggregate principal and $1.2 million accrued interest of the Second Lien Notes due 2026 for 14,186,651 shares of Common Stock. The Company treated these exchanges as extinguishments and recorded $28.3 million of gains on extinguishment in other income.
During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal amounts of the Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases.
Senior Subordinated Debt Exchange Offers
On July 31, 2020, the Company consummated private offers to exchange (the \u201cExchange Offers\u201d) any and all of its outstanding 6.375% Senior Subordinated Notes due 2024, 5.75% Senior Subordinated Notes due 2025, 5.875% Senior Subordinated Notes due 2026, and 6.125% Senior Subordinated Notes due 2027 (together the \u201cExisting Subordinated Notes\u201d) for newly issued Second Lien Notes due 2026.
The Company performed an assessment on a lender-by-lender basis to identify certain lenders that met the criteria for a troubled debt restructuring (\u201cTDR\u201d) under ASC 470-60, Troubled Debt Restructurings by Debtors (\u201cASC 470-60\u201d) as the Company was experiencing financial difficulties and the lenders granted a concession. The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications. The Company accounted for the exchange of approximately $1,782.5 million principal amount of its Existing Senior Subordinated Notes for approximately $1,289.1 million principal amount of the Second Lien Notes due 2026 as TDR. The Company accounted for the exchange of the remaining approximately $235.0 million principal amount of its Existing Senior Subordinated Notes for approximately $173.2 million principal amount of the Second Lien Notes due 2026 as a
modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10%.
Senior Subordinated Notes Due 2024. On November\u00a08, 2016, the Company issued \u00a3250.0 million aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the \"Sterling Notes due 2024\") in a private offering. The Company recorded deferred financing costs of approximately $14.1 million related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November\u00a015, 2024. The Company pays interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. The Company may redeem some or all of the Sterling Notes due 2024 at 100% of the principal amount thereof on or after November\u00a015, 2022, plus accrued and unpaid interest to the redemption date.
On March\u00a017, 2017, the Company issued \u00a3250.0\u00a0million additional aggregate principal amount of its Sterling Notes due 2024 at 106% plus accrued interest from November\u00a08, 2016 in a private offering. These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding \u00a3250.0\u00a0million aggregate principal amount of its 6.375% Sterling Notes due 2024. The Company recorded deferred financing costs of approximately $12.7\u00a0million related to the issuance of the additional Sterling Notes due 2024. The Sterling Notes due 2024 mature on November\u00a015, 2024. The Company pays interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. Interest on the additional Sterling Notes will accrue from November\u00a08, 2016. The Company may redeem some or all of the Sterling Notes due 2024 at 100% of the principal amount thereof on or after November\u00a015, 2022, plus accrued and unpaid interest to the redemption date.
On March\u00a017, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from November 8, 2016 with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of November 8, 2016. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $632.1 million (\u00a3496.0 million par value), or 99.2% of the then outstanding Sterling Notes due 2024.
Senior Subordinated Notes Due 2025. On June\u00a05, 2015, the Company issued $600.0 million aggregate principal amount of its 5.75% Senior Subordinated Notes due 2025 (the \u201cSenior Subordinated Notes due 2025\u201d) in a private offering. The Company capitalized deferred financing costs of approximately $11.4 million, related to the issuance of the Senior Subordinated Notes due 2025. The Senior Subordinated Notes due 2025 mature on June\u00a015, 2025. The Company will pay interest on the Senior Subordinated Notes due 2025 at 5.75% per annum, semi-annually in arrears on June\u00a015th and December\u00a015th, commencing on December\u00a015, 2015. The Company may redeem some or all of the Senior Subordinated Notes due 2025 at 100% of the principal amount thereof on or after June\u00a015, 2023, plus accrued and unpaid interest to the redemption date.
On June\u00a05, 2015, in connection with the issuance of the Senior Subordinated Notes due 2025, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company filed a registration statement on June\u00a019, 2015 pursuant to the Securities Act, as amended, relating to an offer to exchange the original Senior Subordinated Notes due 2025 for exchange Senior Subordinated Notes due 2025 registered pursuant to an effective registration statement; the registration statement was declared effective on June\u00a029, 2015, and the Company commenced the exchange offer. The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. After the exchange offer expired on July\u00a027, 2015, all of the original Senior Subordinated Notes due 2025 were exchanged.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2025 by approximately $501.7 million, or 83.61% of the then outstanding Notes due 2025.
Senior Subordinated Notes Due 2026. On November\u00a08, 2016, the Company issued $595.0 million aggregate principal amount of its 5.875% Senior Subordinated Notes due 2026 (the \"Senior Subordinated Notes due 2026\") in a private offering. The Company recorded deferred financing costs of approximately $27.0 million related to the issuance of the Senior Subordinated Notes due 2026. The Senior Subordinated Notes due 2026 mature on November\u00a015, 2026. The Company pays interest on the Senior Subordinated Notes due 2026 at 5.875% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on May\u00a015, 2017. The Company may redeem some or all of the Senior Subordinated Notes due 2026 at any time on or after November\u00a015, 2021, at 102.938% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November\u00a015, 2024, plus accrued and unpaid interest to the redemption date.
On November\u00a08, 2016, in connection with the issuance of the Senior Subordinated Notes due 2026, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1)\u00a0file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2)\u00a0use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2026 by approximately $539.4 million, or 90.65% of the then outstanding Notes due 2026.
During the year ended December 31, 2023, the Company repurchased $4.1 million aggregate principal amounts of Senior Subordinated Notes due 2026 from a related party, Antara, for $1.7 million and recorded a gain on extinguishment of $2.3 million in other expense (income). Accrued interest of $0.1 million was paid in connection with the repurchase.
Senior Subordinated Notes Due 2027. On March\u00a017, 2017, the Company issued $475.0\u00a0million aggregate principal amount of its 6.125% Senior Subordinated Notes due 2027 (the \"Senior Subordinated Notes due 2027\"). The Company recorded deferred financing costs of approximately $19.8\u00a0million related to the issuance of the Senior Subordinated Notes due 2027. The Senior Subordinated Notes due 2027 mature on May\u00a015, 2027. The Company pays interest on the Senior Subordinated Notes due 2027 at 6.125% per annum, semi-annually in arrears on May\u00a015th\u00a0and November\u00a015th, commencing on November\u00a015, 2017. The Company may redeem some or all of the Senior Subordinated Notes due 2027 at any time on or after May\u00a015, 2022 at 103.063% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after May\u00a015, 2025, plus accrued and unpaid interest to the redemption date.
On March\u00a017, 2017, in connection with the issuance of the Senior Subordinated Notes due 2027, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1)\u00a0file one or more registration statements with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2)\u00a0use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form\u00a0S\u20134 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April\u00a019, 2017, and it was declared effective June\u00a07, 2017. All of the original notes were exchanged as of July\u00a012, 2017.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2027 by approximately $344.3 million, or 72.48% of the then outstanding principal.
During the year ended December 31, 2022, the Company repurchased $5.3 million aggregate principal payments of Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income).
First Lien Notes Due 2025. On April 24, 2020, the Company issued $500.0 million aggregate principal amount of its 10.5% First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the \u201cFirst Lien Notes due 2025\u201d), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The First Lien Notes due 2025 were issued with a discount of $10.0 million and bore interest at a rate of 10.5% per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020. The First Lien Notes due 2025 were to mature on April 15, 2025. The Company recorded deferred financing costs of approximately $8.9 million related to the issuance of the First Lien Notes due 2025 and amortized those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.
First Lien Notes due 2026. The First Lien Notes due 2026 bore interest at a rate of 10.5% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020. The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method.
First Lien Toggle Notes Due 2026. On January 15, 2021, the Company issued $100.0 million aggregate principal amount of its 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (the \u201cFirst Lien Toggle Notes due 2026\u201d) as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP (\u201cMudrick\u201d), dated as of December 10, 2020. The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S. bank National Association, as trustee and collateral agent. On September 30, 2021, the Company exercised an option to repurchase $35.0 million of its First Lien Toggle Notes due 2026. The total cost to exercise this repurchase option was $40.3 million, including principal, redemption price and accrued and unpaid interest. During the year ended December 31, 2021, the Company recorded loss on debt extinguishment of $14.4 million in other expense.
The First Lien Toggle Notes due 2026 bore cash interest at a rate of 15% per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021. Interest for the first three interest periods after the issue date could, at the Company\u2019s option, be paid in PIK interest at a rate of 17% per annum, and thereafter interest was payable solely in cash. For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest.
During the year ended December 31, 2021, the Company reclassified prepaid commitment fees and deferred charges of $28.6 million from other long-term assets to corporate borrowings. The prepaid commitment fees were recorded as a discount and, together with deferred charges, were amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method.
Convertible Notes due 2026. Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95% Convertible Notes due 2024 (\u201cConvertible Notes due 2024\u201d), the Company restructured $600.0 million of Convertible Notes due 2024 issued in 2018 to Silver Lake Group, L.L.C. (\u201cSilver Lake\u201d) and others pursuant to which the maturity of the Convertible Notes due 2024 were extended to May 1, 2026 (the \u201cConvertible Notes due 2026\u201d) and a first-priority lien on the collateral securing our Senior Secured Credit Facilities was granted to secured indebtedness thereunder. The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The Convertible Notes due 2026 were convertible at the option of the holders thereof. The Convertible Notes due 2026 bore cash interest at a rate of 2.95% per annum, semi-annually in arrears on September 15th and March 15th, commencing on September 15, 2020.
On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the \u201cNoteholders\u201d) elected to convert (the \u201cConvertible Note Conversion\u201d) all $600.0 million principal amount of the Company\u2019s Convertible Notes due 2026 into shares of the Company\u2019s Common Stock at a conversion price of $67.60 per share. The non-cash Convertible Note Conversion settled on January 29, 2021, and resulted in the issuance of 4,442,286 shares of the Company\u2019s Common Stock and 4,442,286 of the Company\u2019s AMC Preferred Equity Units to the Noteholders. The Company recorded approximately $71.0 million of non-cash interest expense during the year ended December 31, 2021 for unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1. Pursuant to the Stock Repurchase and Cancellation Agreement with Dalian Wanda Group Co., Ltd. (\u201cWanda\u201d) dated as of September 14, 2018, 566,600 shares of the Company\u2019s Class B common stock and 566,600 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Convertible Note Conversion.
Odeon Term Loan Facility. On February 15, 2021, OCGL, a wholly-owned subsidiary of the Company, entered into a new \u00a3140.0 million and \u20ac296.0 million term loan facility agreement (the \u201cOdeon Term Loan Facility\u201d), by and among OCGL, the subsidiaries of OCGL party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent. Approximately \u00a389.7 million and \u20ac12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon\u2019s obligations (including principal, interest, fees and cash collateralized letters of credit) under its then-existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. The Company recorded deferred financing costs of $1.0 million in other expense during the year ended December 31, 2021. Borrowings under the Odeon Term Loan Facility bore interest at a rate equal to 10.75% per annum during the first year and 11.25% thereafter and each interest period was three months, or such other period agreed between the Company and the Agent. The interest could be capitalized on the last day of each interest period and added to the outstanding principal amount at OCGL\u2019s election. For the first interest period ending May 2021 and the second interest period ending August 2021, OCGL elected to pay in PIK interest. OCGL paid cash interest with respect to the third interest period ending November 2021. The principal amount of new funding was prior to deducting discounts of $19.4 million and deferred financing costs of $16.5 million related to the Odeon Term Loan Facility. The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method. On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of the Odeon Notes due 2027.
Financial Covenants
The Company believes that its existing cash and cash equivalents together with cash generated from operations, will be sufficient to comply with the minimum liquidity requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period. Pursuant to the Twelfth Amendment to the 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 and we currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon such maturity. 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, thus the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility. As of December 31, 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.
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First Lien Secured Debt: | ||||||
Senior Secured Credit Facility-Term Loan due 2026 (8.474% as of December 31, 2023 and 7.274% as of December 31, 2022) | $ | 1,905.0 | $ | 1,925.0 | ||
12.75% Odeon Senior Secured Notes due 2027 | 400.0 | 400.0 | ||||
7.5% First Lien Notes due 2029 | 950.0 | 950.0 | ||||
Second Lien Secured Debt: | ||||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | 968.9 | 1,389.8 | ||||
Subordinated Debt: | ||||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2023) | 5.1 | 4.8 | ||||
5.75% Senior Subordinated Notes due 2025 | 98.3 | 98.3 | ||||
5.875% Senior Subordinated Notes due 2026 | 51.5 | 55.6 | ||||
6.125% Senior Subordinated Notes due 2027 | 125.5 | 125.5 | ||||
Total principal amount of corporate borrowings | $ | 4,504.3 | $ | 4,949.0 | ||
Finance lease liabilities | \u00a0 | 55.4 | \u00a0 | 58.8 | ||
Deferred financing costs | (31.1) | (37.9) | ||||
Net premium (1) | 104.2 | 229.7 | ||||
Total carrying value of corporate borrowings and finance lease liabilities | $ | 4,632.8 | $ | 5,199.6 | ||
Less: | ||||||
Current maturities of corporate borrowings | (25.1) | \u00a0 | (20.0) | |||
Current maturities of finance lease liabilities | (5.4) | (5.5) | ||||
Total noncurrent carrying value of corporate borrowings and finance lease liabilities | $ | 4,602.3 | $ | 5,174.1 |
December\u00a031, | December\u00a031, | |||||
(In millions) | 2023 | 2022 | ||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | $ | 133.9 | $ | 265.5 | ||
Senior Secured Credit Facility-Term Loan due 2026 | (3.3) | (4.8) | ||||
12.75% Odeon Senior Secured Notes due 2027 | (26.4) | (31.1) | ||||
6.375% Senior Subordinated Notes due 2024 | \u00a0 | \u2014 | \u00a0 | 0.1 | ||
Net premium | $ | 104.2 | $ | 229.7 |
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings | |
2024 | 25.1 | ||
2025 | \u00a0 | 118.3 | |
2026 | \u00a0 | 2,885.4 | |
2027 | \u00a0 | 525.5 | |
2028 | \u00a0 | \u2014 | |
Thereafter | \u00a0 | 950.0 | |
Total | $ | 4,504.3 |
Shares of | ||||||||||||
Aggregate Principal | Common Stock | Gain on | Accrued Interest | |||||||||
(In millions, except for share data) | Exchanged | Exchanged | Extinguishment | Exchanged | ||||||||
Second Lien Notes due 2026 | $ | 105.3 | 14,186,651 | $ | 28.3 | $ | 1.2 |
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2023 | 2022 | 2021 | ||||||
Equity classified awards: | |||||||||
Special awards expense | $ | 20.2 | $ | \u2014 | $ | \u2014 | |||
Board of director stock award expense | 0.9 | 0.8 | 0.9 | ||||||
Restricted stock unit expense | 14.3 | 13.3 | 12.6 | ||||||
Performance stock unit expense | 6.7 | 8.4 | 24.5 | ||||||
Special performance stock unit expense | \u2014 | \u2014 | 5.1 | ||||||
Total equity classified awards: | 42.1 | 22.5 | 43.1 | ||||||
Liability classified awards: | |||||||||
Restricted and performance stock unit expense | 0.4 | \u2014 | \u2014 | ||||||
Total liability classified awards: | 0.4 | \u2014 | \u2014 | ||||||
Total stock-based compensation expense | $ | 42.5 | $ | 22.5 | $ | 43.1 |
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Year Ended | ||||||
December 31, 2023 | December 31, 2022 | December 31, 2021 | ||||
Common Stock | 8,560 | 4,165 | 12,405 | |||
AMC Preferred Equity Units | 15,376 | 4,165 | 12,405 |
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | ||||
Weighted | |||||
Average | |||||
Common Stock | Grant\u00a0Date | ||||
RSUs and PSUs (4) | Fair\u00a0Value | ||||
Beginning balance at January 1, 2021 (1) | 831,821 | $ | 27.55 | ||
Granted | 1,017,985 | 38.50 | |||
Vested | (129,773) | 14.10 | |||
Forfeited | (43,355) | 53.70 | |||
Cancelled (2) | (108,226) | 14.05 | |||
Nonvested at January 1, 2022 | 1,568,452 | $ | 39.60 | ||
Granted | 167,679 | 97.50 | |||
Vested | (563,634) | 35.90 | |||
Forfeited | (71,688) | 58.60 | |||
Cancelled (2) | (474,659) | 35.90 | |||
Nonvested at January 1, 2023 | 626,150 | $ | 59.10 | ||
Granted (3) | 517,067 | 36.73 | |||
Granted - Special Award | 477,918 | 42.25 | |||
Vested | (222,920) | 57.43 | |||
Vested - Special Award | (257,945) | 42.18 | |||
Forfeited (3) | (22,119) | 45.32 | |||
Cancelled (2) | (150,755) | 60.14 | |||
Cancelled - Special Award (2) | (219,973) | 42.34 | |||
Nonvested at December\u00a031, 2023 | 747,423 | $ | 44.35 | ||
Tranche Years 2024 and 2025 awarded under the 2023 PSU award and Tranche Year 2024 awarded under the 2022 PSU award with grant date fair values to be determined in years 2024 and 2025, respectively | 254,754 | ||||
Total Nonvested at December\u00a031, 2023 | 1,002,177 |
| (1) | Includes awards modified during 2020 where grant date fair value was not determined until 2021. |
| (2) | Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan. |
| (3) | The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 86% for the Adjusted EBITDA target and 0% for the free cash flow target. |
| (4) | Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs as a result of the Charter Amendments. |
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NOTE 10\u2014INCOME TAXES
Current income tax expense represents the amounts expected to be reported on the Company\u2019s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.
The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is \u201cmore likely than not\u201d 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 significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2023 for each taxing jurisdiction. Such objective evidence limits the ability to consider other subjective evidence, such as the Company\u2019s projections of future taxable income. For the year ended December 31, 2023, the Company remained in a cumulative loss over the past three-year period for the U.S. and international jurisdictions except for Finland.
The Company maintains a valuation allowance against U.S. deferred tax assets as well as international jurisdictions in which it operates, with the exception of Finland.
The actual effective rate for the year ended December\u00a031, 2023 was (0.9)%. The Company\u2019s consolidated tax rate for the year ended December\u00a031, 2023 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, and federal and state tax credits, partially offset by permanent differences related to interest, compensation, and other discrete items. At December 31, 2023 and December\u00a031, 2022, the Company has recorded net deferred tax liabilities of $32.4\u00a0million and of $32.1\u00a0million, respectively.
The income tax provision (benefit) reflected in the consolidated statements of operations consists of the following components:
Year\u00a0Ended | ||||||||||
(In\u00a0millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | \u2014 | $ | \u2014 | $ | \u2014 | ||||
Foreign | \u00a0 | 1.9 | \u00a0 | 0.9 | \u00a0 | 1.3 | ||||
State | \u00a0 | 0.8 | \u00a0 | (0.1) | \u00a0 | (3.9) | ||||
Total current | \u00a0 | 2.7 | \u00a0 | 0.8 | \u00a0 | (2.6) | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 0.4 | \u00a0 | 0.3 | \u00a0 | (3.8) | ||||
Foreign | \u00a0 | (0.2) | \u00a0 | 0.7 | \u00a0 | (2.1) | ||||
State | \u00a0 | 0.5 | \u00a0 | 0.7 | \u00a0 | (1.7) | ||||
Total deferred | \u00a0 | 0.7 | \u00a0 | 1.7 | \u00a0 | (7.6) | ||||
Total provision (benefit) | $ | 3.4 | $ | 2.5 | $ | (10.2) |
Pre-tax losses consisted of the following:
Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Domestic | $ | (216.7) | $ | (685.8) | $ | (1,029.5) | ||||
Foreign | \u00a0 | (176.5) | \u00a0 | (285.3) | \u00a0 | (250.5) | ||||
Total | $ | (393.2) | $ | (971.1) | $ | (1,280.0) |
The difference between the effective tax rate on net loss from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Income tax expense (benefit) at the federal statutory rate | $ | (82.5) | $ | (203.9) | $ | (268.8) | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (14.7) | \u00a0 | (30.9) | \u00a0 | (46.9) | ||||
Increase in reserve for uncertain tax positions | \u00a0 | (0.2) | \u00a0 | \u2014 | \u00a0 | (3.3) | ||||
Federal and state credits | \u00a0 | (1.3) | \u00a0 | (2.5) | \u00a0 | (2.3) | ||||
Permanent items - other | (17.6) | 5.2 | (3.1) | |||||||
Foreign rate differential | (3.6) | (11.0) | 4.3 | |||||||
Original issue discount | \u2014 | (152.5) | \u2014 | |||||||
Other | \u00a0 | 1.2 | \u00a0 | (14.2) | \u00a0 | (5.0) | ||||
Impact of UK tax rate change | \u2014 | \u2014 | (34.3) | |||||||
Valuation allowance | \u00a0 | 122.1 | \u00a0 | 412.3 | \u00a0 | 349.2 | ||||
Income tax expense (benefit) | $ | 3.4 | $ | 2.5 | $ | (10.2) | ||||
Effective income tax rate | \u00a0 | (0.9) | %\u00a0\u00a0 | \u00a0 | (0.3) | %\u00a0\u00a0 | \u00a0 | 0.8 | % |
The significant components of deferred income tax assets and liabilities as of December\u00a031, 2023 and December\u00a031, 2022 are as follows:
December\u00a031, 2023 | December\u00a031, 2022 | \u00a0 | |||||||||||
Deferred Income Tax | Deferred Income Tax | \u00a0 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0 | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (83.5) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (111.7) | |
Right-of-use assets | \u2014 | (914.3) | \u2014 | (935.3) | |||||||||
Accrued liabilities | \u00a0 | 13.8 | \u00a0 | \u2014 | \u00a0 | 13.6 | \u00a0 | \u2014 | |||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (119.4) | \u00a0 | \u2014 | \u00a0 | (113.9) | |||||
Receivables | \u00a0 | 9.5 | \u00a0 | \u2014 | \u00a0 | 18.2 | \u00a0 | \u2014 | |||||
Investments | \u00a0 | 48.0 | \u00a0 | \u2014 | \u00a0 | 45.9 | \u00a0 | \u2014 | |||||
Capital loss carryforwards | \u00a0 | 5.4 | \u00a0 | \u2014 | \u00a0 | 2.0 | \u00a0 | \u2014 | |||||
Pension and deferred compensation | \u00a0 | 22.7 | \u00a0 | \u2014 | \u00a0 | 18.3 | \u00a0 | \u2014 | |||||
Corporate borrowings | \u00a0 | 41.9 | \u00a0 | \u2014 | \u00a0 | 121.9 | \u00a0 | \u2014 | |||||
Disallowed interest | 515.0 | \u2014 | 337.1 | \u2014 | |||||||||
Deferred revenue | \u00a0 | 163.4 | \u00a0 | \u2014 | \u00a0 | 172.6 | \u00a0 | \u2014 | |||||
Lease liabilities | \u00a0 | 1,169.8 | \u00a0 | \u2014 | \u00a0 | 1,208.0 | \u00a0 | \u2014 | |||||
Finance lease obligations | \u00a0 | 0.2 | \u00a0 | \u2014 | \u00a0 | 0.4 | \u00a0 | \u2014 | |||||
Other credit carryovers | \u00a0 | 28.3 | \u00a0 | \u2014 | \u00a0 | 27.7 | \u00a0 | \u2014 | |||||
Net operating loss carryforwards | \u00a0 | 708.0 | \u00a0 | \u2014 | \u00a0 | 676.1 | \u00a0 | \u2014 | |||||
Total | $ | 2,726.0 | $ | (1,117.2) | $ | 2,641.8 | $ | (1,160.9) | |||||
Less: Valuation allowance | \u00a0 | (1,641.3) | \u00a0 | \u2014 | \u00a0 | (1,513.0) | \u00a0 | \u2014 | |||||
Net deferred income taxes | $ | 1,084.7 | $ | (1,117.2) | $ | 1,128.8 | $ | (1,160.9) |
A rollforward of the Company\u2019s valuation allowance for deferred tax assets is as follows:
Additions | Charged | |||||||||
Balance\u00a0at | Charged | (Credited) | ||||||||
Beginning\u00a0of | to | to Other | Balance at | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Period | \u00a0\u00a0\u00a0\u00a0 | Expenses(1) | \u00a0\u00a0\u00a0\u00a0 | Accounts(2) | \u00a0\u00a0\u00a0\u00a0 | End of\u00a0Period | ||
Calendar Year 2023 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,513.0 | 120.2 | 8.1 | $ | 1,641.3 | ||||
Calendar Year 2022 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,114.1 | 412.3 | (13.4) | $ | 1,513.0 | ||||
Calendar Year 2021 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 764.9 | 349.2 | \u2014 | $ | 1,114.1 |
| (1) | The 2022 valuation allowance primarily relates to the Company\u2019s increase in the current year\u2019s federal, state, international net operating losses. |
| (2) | Primarily relates to amounts resulting from the Company\u2019s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. |
The Company has federal income tax net operating loss carryforwards of $1,711.9 million. Approximately $320.3 million will expire between 2024 and 2036 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. Approximately $1,391.0 million can be used indefinitely. The Company\u2019s foreign net operating losses of $949.0\u00a0million can be used indefinitely. The Company also has state income tax loss carryforwards of $2,463.3 million. Approximately $1,765.3 million may be used over various periods ranging from 1 to 20 years. Approximately $697.9 million can be used indefinitely.
A reconciliation of the change in the amount of unrecognized tax benefits was as follows:
Year\u00a0Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
Balance at beginning of period | $ | 7.4 | $ | 8.3 | $ | 33.5 | |||
Gross increases\u2014current period tax positions | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | |||
Gross decreases\u2014prior period tax positions | \u2014 | \u2014 | (22.5) | ||||||
Gross decreases\u2014settlements with authorities | \u2014 | \u2014 | (2.2) | ||||||
Gross decreases\u2014expiration of statute of limitations | (1.9) | (0.9) | (0.5) | ||||||
Balance at end of period | $ | 5.5 | $ | 7.4 | $ | 8.3 |
The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax year March\u00a029, 2012 was settled in 2021 resulting in additional federal and state net operating losses (\u201cNOLs\u201d). Generally, tax years beginning after December\u00a031, 2003 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has NOL carryforwards for tax years ended December\u00a031, 2004 through December\u00a031, 2023, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements.
Utilization of the Company\u2019s net operating loss carryforwards, disallowed business interest carryforward and other tax attributes became subject to the Section 382 ownership change limitation due to changes in our stock ownership on January 29, 2021. Management believes the Company\u2019s ability to utilize these tax attributes has not been significantly limited by this event.
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(In\u00a0millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | \u2014 | $ | \u2014 | $ | \u2014 | ||||
Foreign | \u00a0 | 1.9 | \u00a0 | 0.9 | \u00a0 | 1.3 | ||||
State | \u00a0 | 0.8 | \u00a0 | (0.1) | \u00a0 | (3.9) | ||||
Total current | \u00a0 | 2.7 | \u00a0 | 0.8 | \u00a0 | (2.6) | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 0.4 | \u00a0 | 0.3 | \u00a0 | (3.8) | ||||
Foreign | \u00a0 | (0.2) | \u00a0 | 0.7 | \u00a0 | (2.1) | ||||
State | \u00a0 | 0.5 | \u00a0 | 0.7 | \u00a0 | (1.7) | ||||
Total deferred | \u00a0 | 0.7 | \u00a0 | 1.7 | \u00a0 | (7.6) | ||||
Total provision (benefit) | $ | 3.4 | $ | 2.5 | $ | (10.2) |
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Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Domestic | $ | (216.7) | $ | (685.8) | $ | (1,029.5) | ||||
Foreign | \u00a0 | (176.5) | \u00a0 | (285.3) | \u00a0 | (250.5) | ||||
Total | $ | (393.2) | $ | (971.1) | $ | (1,280.0) |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | \u00a0 | |||
Income tax expense (benefit) at the federal statutory rate | $ | (82.5) | $ | (203.9) | $ | (268.8) | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (14.7) | \u00a0 | (30.9) | \u00a0 | (46.9) | ||||
Increase in reserve for uncertain tax positions | \u00a0 | (0.2) | \u00a0 | \u2014 | \u00a0 | (3.3) | ||||
Federal and state credits | \u00a0 | (1.3) | \u00a0 | (2.5) | \u00a0 | (2.3) | ||||
Permanent items - other | (17.6) | 5.2 | (3.1) | |||||||
Foreign rate differential | (3.6) | (11.0) | 4.3 | |||||||
Original issue discount | \u2014 | (152.5) | \u2014 | |||||||
Other | \u00a0 | 1.2 | \u00a0 | (14.2) | \u00a0 | (5.0) | ||||
Impact of UK tax rate change | \u2014 | \u2014 | (34.3) | |||||||
Valuation allowance | \u00a0 | 122.1 | \u00a0 | 412.3 | \u00a0 | 349.2 | ||||
Income tax expense (benefit) | $ | 3.4 | $ | 2.5 | $ | (10.2) | ||||
Effective income tax rate | \u00a0 | (0.9) | %\u00a0\u00a0 | \u00a0 | (0.3) | %\u00a0\u00a0 | \u00a0 | 0.8 | % |
December\u00a031, 2023 | December\u00a031, 2022 | \u00a0 | |||||||||||
Deferred Income Tax | Deferred Income Tax | \u00a0 | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0 | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (83.5) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (111.7) | |
Right-of-use assets | \u2014 | (914.3) | \u2014 | (935.3) | |||||||||
Accrued liabilities | \u00a0 | 13.8 | \u00a0 | \u2014 | \u00a0 | 13.6 | \u00a0 | \u2014 | |||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (119.4) | \u00a0 | \u2014 | \u00a0 | (113.9) | |||||
Receivables | \u00a0 | 9.5 | \u00a0 | \u2014 | \u00a0 | 18.2 | \u00a0 | \u2014 | |||||
Investments | \u00a0 | 48.0 | \u00a0 | \u2014 | \u00a0 | 45.9 | \u00a0 | \u2014 | |||||
Capital loss carryforwards | \u00a0 | 5.4 | \u00a0 | \u2014 | \u00a0 | 2.0 | \u00a0 | \u2014 | |||||
Pension and deferred compensation | \u00a0 | 22.7 | \u00a0 | \u2014 | \u00a0 | 18.3 | \u00a0 | \u2014 | |||||
Corporate borrowings | \u00a0 | 41.9 | \u00a0 | \u2014 | \u00a0 | 121.9 | \u00a0 | \u2014 | |||||
Disallowed interest | 515.0 | \u2014 | 337.1 | \u2014 | |||||||||
Deferred revenue | \u00a0 | 163.4 | \u00a0 | \u2014 | \u00a0 | 172.6 | \u00a0 | \u2014 | |||||
Lease liabilities | \u00a0 | 1,169.8 | \u00a0 | \u2014 | \u00a0 | 1,208.0 | \u00a0 | \u2014 | |||||
Finance lease obligations | \u00a0 | 0.2 | \u00a0 | \u2014 | \u00a0 | 0.4 | \u00a0 | \u2014 | |||||
Other credit carryovers | \u00a0 | 28.3 | \u00a0 | \u2014 | \u00a0 | 27.7 | \u00a0 | \u2014 | |||||
Net operating loss carryforwards | \u00a0 | 708.0 | \u00a0 | \u2014 | \u00a0 | 676.1 | \u00a0 | \u2014 | |||||
Total | $ | 2,726.0 | $ | (1,117.2) | $ | 2,641.8 | $ | (1,160.9) | |||||
Less: Valuation allowance | \u00a0 | (1,641.3) | \u00a0 | \u2014 | \u00a0 | (1,513.0) | \u00a0 | \u2014 | |||||
Net deferred income taxes | $ | 1,084.7 | $ | (1,117.2) | $ | 1,128.8 | $ | (1,160.9) |
Additions | Charged | |||||||||
Balance\u00a0at | Charged | (Credited) | ||||||||
Beginning\u00a0of | to | to Other | Balance at | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Period | \u00a0\u00a0\u00a0\u00a0 | Expenses(1) | \u00a0\u00a0\u00a0\u00a0 | Accounts(2) | \u00a0\u00a0\u00a0\u00a0 | End of\u00a0Period | ||
Calendar Year 2023 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,513.0 | 120.2 | 8.1 | $ | 1,641.3 | ||||
Calendar Year 2022 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,114.1 | 412.3 | (13.4) | $ | 1,513.0 | ||||
Calendar Year 2021 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 764.9 | 349.2 | \u2014 | $ | 1,114.1 |
| (1) | The 2022 valuation allowance primarily relates to the Company\u2019s increase in the current year\u2019s federal, state, international net operating losses. |
| (2) | Primarily relates to amounts resulting from the Company\u2019s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income. |
Year\u00a0Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
Balance at beginning of period | $ | 7.4 | $ | 8.3 | $ | 33.5 | |||
Gross increases\u2014current period tax positions | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | \u2014 | |||
Gross decreases\u2014prior period tax positions | \u2014 | \u2014 | (22.5) | ||||||
Gross decreases\u2014settlements with authorities | \u2014 | \u2014 | (2.2) | ||||||
Gross decreases\u2014expiration of statute of limitations | (1.9) | (0.9) | (0.5) | ||||||
Balance at end of period | $ | 5.5 | $ | 7.4 | $ | 8.3 |
NOTE 11\u2014COMMITMENTS 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\u2019s 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\u00a012, 2018 and January\u00a019, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al., Case No.\u00a01:18-cv-00299-AJN (the \u201cHawaii Action\u201d), and Nichols v. AMC Entertainment Holdings, Inc., et al., Case No.\u00a01:18-cv-00510-AJN (the \u201cNichols Action,\u201d and together with the Hawaii Action, the \u201cActions\u201d), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York.\u00a0The Actions, which named certain of the Company\u2019s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company\u2019s February\u00a08, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of 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\u00a030, 2018, the court consolidated the Actions. On January\u00a022, 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 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\u00a021, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al., Case No.\u00a02:18-cv-02262-JAR-TJJ (the \u201cGantulga Action\u201d), was filed against certain of the Company\u2019s 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, asserted 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\u00a012, 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\u00a015, 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 \u201cKenna Action\u201d), 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 asserted 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 \u201cManuel Action\u201d), was filed in the U.S. District Court for the Southern District of New York. The Manuel Action asserted 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 \u201cDinkevich Action\u201d), was filed in the U.S. District Court for the Southern District of New York. The Dinkevich Action asserted 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 \u201cLyon Action\u201d), was filed in the U.S. District Court for the Southern District of New York against certain of the Company\u2019s current and former officers and directors. The Lyon Action asserted 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 March 21, 2023, the court granted defendants\u2019 motion to dismiss.
On June 14, 2023, the parties to the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions signed a stipulation of settlement which, subject to the approval of the court, would resolve those actions. As consideration for the proposed settlement, the Company agreed to certain corporate governance reforms. The Company also agreed to the payment of a $1.0 million fee and expense award to the plaintiffs\u2019 attorneys to be paid by the Company\u2019s directors\u2019 and officer\u2019s insurance carriers. Defendants agreed to the settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation. Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damages with respect to the matters alleged in the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions. On June 23, 2023, plaintiffs filed a motion to preliminarily approve the settlement. On October 6, 2023, the Court preliminarily approved the proposed settlement as being fair, reasonable, and adequate, and scheduled a telephonic hearing for December 18, 2023 at 11:00 a.m. eastern time, to, among other things, consider whether to approve the proposed settlement. On December 18, 2023, the court issued an order and final judgement approving the proposed settlement.
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 \u201cLao Action\u201d), was filed against certain of the Company\u2019s directors, Wanda, two of Wanda\u2019s affiliates, Silver Lake, and one of Silver Lake\u2019s affiliates in the Delaware Court of Chancery. The Lao Action asserted claims directly, on behalf of a putative class of Company stockholders, and 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\u00a014, 2018, and the special cash dividend of $1.55 per share of Common Stock that was payable on September\u00a028, 2018 to the Company\u2019s stockholders of record as of September 25, 2018. On July\u00a018, 2019, the Company\u2019s 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 $17.4 million (the \u201cSettlement Amount\u201d). 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 September 28, 2022, the court held a hearing to consider whether to approve the proposed settlement. At the hearing, the court requested a supplemental notice to stockholders prior to approval. A second hearing regarding approval of the settlement was held on November 30, 2022. Following the hearing, also on November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action. The order and final judgment included a fee and expense award to plaintiff\u2019s counsel in the amount of $3.4 million to be paid out of the Settlement Amount. On January 6, 2023, the remainder of the Settlement Amount of $14.0 million was paid to the Company. The Company recorded the settlement as a gain in other income during the year ended December 31, 2023.
On December 27, 2022, the Company received a letter from a purported stockholder, demanding to inspect certain of the Company\u2019s books and records pursuant to 8\u00a0Del. C.\u00a0\u00a7 220 in order to investigate allegations concerning: (i) the proposal that was approved by the Board on January 27, 2021 to amend the Company\u2019s Certificate of Incorporation to increase the total number of shares of the Company\u2019s Common Stock; (ii) the Company\u2019s creation, distribution, and/or sale of AMC Preferred Equity Units (\u201cAPEs\u201d); (iii) the Antara Transactions; (iv) the special meeting of the holders of the Company\u2019s Common Stock and APEs to be held on March 14, 2023 for the purpose of voting on amendments to the Company\u2019s Certificate of Incorporation that, together, would enable the APEs to convert into shares of the Company\u2019s Common Stock: and (v) the independence of the members of the Board (the \u201cDecember 27, 2022 Demand\u201d). On January 4, 2023, the Company rejected the December 27, 2022 Demand. On February 7, 2023, without conceding the propriety of the December 27, 2022 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the December 27, 2022 Demand to inspect certain of the Company\u2019s books and records concerning the subject matter of December 27, 2022 Demand.
On February 6, 2023, the Company received a letter from another purported stockholder, demanding to inspect certain of the Company\u2019s books and records pursuant to 8\u00a0Del. C.\u00a0\u00a7 220 in order to investigate allegations similar to those made in the December 27, 2022 Demand (the \u201cFebruary 6, 2023 Demand\u201d and, together with the December 27, 2022 Demand, the \u201cBooks and Records Demands\u201d). On February 13, 2023, the Company rejected the February 6, 2023 Demand. Also, on February 13, 2023, without conceding the propriety of the February 6, 2023 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the February 6, 2023 Demand to inspect the same books and records that it allowed the stockholder who made the December 27, 2022 Demand to inspect.
On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees\u2019 Retirement System v. AMC Entertainment Holdings, Inc., et al., C.A. No. 2023-0215-MTZ (Del. Ch.) (the \u201cAllegheny Action\u201d), and Munoz v. Adam M. Aron, et al., C.A. No. 2023-0216-MTZ (Del. Ch.) (the \u201cMunoz Action\u201d) and which were subsequently consolidated into In re AMC Entertainment Holdings, Inc. Stockholder Litigation C.A. No. 2023-0215-MTZ (Del. Ch.) (the \u201cShareholder Litigation\u201d). The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company\u2019s directors and a claim for breach of 8 Del. C. \u00a7 242 against those directors and the Company, arising out of the Company\u2019s creation of the APEs, the Antara Transactions, and the Charter Amendments. The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserted a claim for breach of fiduciary duty against the Company\u2019s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action. The Allegheny Action sought a declaration that the issuance of the APEs violated 8 Del. C. \u00a7 242(b), an order that holders of the Company\u2019s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendments or that the APEs be enjoined from voting on the Charter Amendments, and an award of money damages. The Munoz Action sought to enjoin the APEs from being voted on the Charter Amendments.
On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs\u2019 then-anticipated preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs\u2019 then-anticipated preliminary injunction motion for April 27, 2023 (the \u201cStatus Quo Order\u201d).
On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted. Pursuant to the term sheet, the Company agreed, following and subject to AMC\u2019s completion of the Conversion and Reverse Stock Split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the Conversion (and after giving effect to the Reverse Stock Split) of share of Common Stock for every 7.5 shares of Common Stock owned by such record holders. The Company\u2019s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendment. The defendants agreed to the settlement and the payment of the Settlement Payment 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 Shareholder Litigation. On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order.
On April 5, 2023, the court denied the motion to lift the Status Quo Order.
On April 27, 2023, the parties jointly filed a Stipulation and Agreement of Compromise, Settlement, and Release (the \u201cSettlement Stipulation\u201d) with the court, which fully memorialized the settlement that the parties agreed to in the term sheet. On June 29\u201330, 2023, the court held a settlement hearing to consider whether to approve the settlement as outlined in the Settlement Stipulation.
On July 21, 2023, the court issued an opinion which, citing issues with the scope of the release sought under the proposed settlement, declined to approve the settlement as presented. On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum. On July 24, 2023, the court requested additional submissions in relation to the proposed settlement. The Company provided the additional requested submissions to the court on July 26, 2023.
On August 11, 2023, the court approved the settlement of the Shareholder Litigation and lifted the Status Quo Order. On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, effective as of August 24, 2023, which was previously approved by the Company\u2019s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments. The Reverse Stock Split occurred on August 24, 2023, the conversion of APEs into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023. On September 15, 2023, the Court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice. On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal from the order approving the settlement. As of January 26, 2024, the appeal was fully briefed before the Delaware Supreme Court.
In connection with the Settlement Payment, the Company recorded a $110.1 million charge to other expense during the year ended December 31, 2023. The charge was based on the estimated fair value of $99.3 million for the Settlement Payment and $10.8 million of legal fees, net of probable insurance recoveries. The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders\u2019 deficit. The legal fee liabilities are included in accrued expenses and other liabilities or accounts payable within the condensed consolidated balance sheets.
On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v. AMC Entertainment Holdings, Inc., C.A. No. 2023-0835-MTZ (the \u201cSimons Action\u201d), was filed against the Company in the Delaware Court of Chancery. The Simons Action asserts claims for a declaratory judgment, injunctive relief, and breach of contract, and alleges that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that govern the APEs prior to the conversion of the APEs into Common Stock. On September 12, 2023, the Company filed a motion to dismiss the complaint. On December 26, 2023, plaintiff filed an amended complaint, which added a claim for breach of the implied covenant of good faith and fair dealing. On February 16, 2024, the Company filed a motion to dismiss the amended complaint.
On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment. The insurance recovery action is captioned, AMC Entertainment Holdings, Inc. v. XL Specialty Insurance Co., et al., Case No. N23C-05-045 AML CCLD (Del. Super. May 4, 2023) (the \u201cCoverage Action\u201d). In the suit, AMC seeks up to $80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the \u201cPolicies\u201d) in excess of a $10 million deductible. The primary insurer in the Coverage Action has paid its full $5 million limit to reimburse the Company for its payment of the class counsel fee award. The remainder of the insurers contest whether they owe coverage for the Settlement Payment, claiming it does not constitute a \u201cLoss\u201d under their insurance policies. AMC may have claims for coverage from additional insurers as well, however, those insurers\u2019 policies contain mandatory arbitration provisions, so they have not been included in the Coverage Action.
On October 6, 2023, an action captioned Mathew, et al. v. Citigroup Global Markets, et al., Case No. 1:23-cv-12302-FDS (the \u201cMathew Action\u201d), was filed in the U.S. District Court for the District of Massachusetts. The Mathew Action names the Company as a nominal defendant. On November 16, 2023, plaintiffs filed an amended complaint. On January 9, 2024, the Company filed a motion to dismiss the amended complaint. On January 11, 2024, plaintiffs filed a motion for leave to file a second amended complaint. On January 24, 2024, the Company filed an opposition to plaintiff\u2019s motion for leave to file a second amended complaint.
On December 18, 2023, an action captioned Miller, et al. v. AMC Entertainment Holdings, Inc. et al., C.A. No. 2023-1259-LM (Del. Ch.) (the \u201cMiller Action\u201d), was filed against the Company and two of its officers in the Delaware Court of Chancery. Plaintiffs in the Miller Action seek to inspect certain of the Company\u2019s books and records pursuant to 8 Del. C. \u00a7 220 in order to investigate allegations concerning alleged manipulation of the Company\u2019s Common Stock. On February 7, 2024, the parties filed a stipulation dismissing the Company\u2019s two officers from the action.
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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\u00a01: | Quoted market prices in active markets for identical assets or liabilities. |
Level\u00a02: | Observable inputs that are corroborated by market data. |
Level\u00a03: | Unobservable inputs that are not corroborated by market data. |
Recurring Fair Value Measurements. The following tables summarize the fair value hierarchy of the Company\u2019s financial assets carried at fair value on a recurring basis:
Fair Value Measurements at December\u00a031, 2023 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December\u00a031, 2023 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 3.3 | $ | \u2014 | $ | \u2014 | $ | 3.3 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 5.8 | 5.8 | \u2014 | \u2014 | ||||||||
Total | $ | 9.1 | $ | 5.8 | $ | \u2014 | $ | 3.3 |
Fair Value Measurements at December\u00a031, 2022 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December 31, 2022 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 9.2 | $ | \u2014 | $ | \u2014 | $ | 9.2 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 12.5 | 12.5 | \u2014 | \u2014 | ||||||||
Total | $ | 21.7 | $ | 12.5 | $ | \u2014 | $ | 9.2 |
Valuation Techniques. The equity method investment in Hycroft was measured at fair value using Hycroft\u2019s stock price at the date of measurement. To estimate the fair value of the Company\u2019s investment in Hycroft warrants, the Company valued the warrants using the Black Scholes pricing model. Such judgments and estimates included estimates of volatility of and discount rate of . The discount rate is based on the treasury yield that matches the term as of the measurement date. Other inputs included the term of 3.2 years, exercise price of $10.68 and Hycroft\u2019s stock price at the date of measurement. The preceding exercise price has been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023. 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 6\u2014Investments for further information regarding the investments in Hycroft.
Nonrecurring Fair Value Measurements. The following fair value hierarchy tables summarize the Company\u2019s assets that were written down to their fair value on a nonrecurring basis as part of our impairment evaluation:
Fair Value Measurements at December 31, 2023 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | Total | ||||||||||
Value at | active\u00a0market | inputs | inputs | Impairment | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property, net | $ | 34.4 | $ | \u2014 | $ | \u2014 | $ | 34.4 | $ | 30.3 | |||||
Operating lease right-of-use assets: | |||||||||||||||
Operating lease right-of-use assets | 93.5 | \u2014 | \u2014 | 93.5 | 76.6 | ||||||||||
Other long-term assets: | |||||||||||||||
Cost method investments (1) | 10.3 | \u2014 | \u2014 | 10.3 | 1.0 | ||||||||||
Total | $ | 138.2 | $ | \u2014 | $ | \u2014 | $ | 138.2 | $ | 107.9 |
| (1) | Impairment losses for cost method investments are recorded in investment expense (income). |
Fair Value Measurements at December 31, 2022 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | Total | ||||||||||
Value at | active\u00a0market | inputs | inputs | Impairment | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property, net | $ | 57.3 | $ | \u2014 | $ | \u2014 | $ | 57.3 | $ | 27.8 | |||||
Operating lease right-of-use assets: | |||||||||||||||
Operating lease right-of-use assets | 138.4 | \u2014 | \u2014 | 138.4 | 105.3 | ||||||||||
Total | $ | 195.7 | $ | \u2014 | $ | \u2014 | $ | 195.7 | $ | 133.1 |
Valuation Techniques. There is considerable management judgment with respect to cash flow estimates and appropriate discount rates to be 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. Such judgments and estimates include estimates of future attendance, revenues, cash flows, rent relief, cost savings, capital expenditures, and the cost of capital, among others. At December 31, 2023, related cash flows were discounted at for the Domestic Theatres and for the International Theatres, at December 31, 2022, related cash flows were discounted at for Domestic Theatres and for International Theatres.
Other Fair Value Measurement Disclosures. The following tables summarize 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:
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December\u00a031, 2023 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2023 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 25.1 | $ | \u2014 | $ | 21.5 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 4,552.3 | \u00a0 | \u2014 | \u00a0 | 3,674.7 | \u2014 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2022 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2022 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 10.8 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 5,120.8 | \u00a0 | \u2014 | \u00a0 | 2,516.2 | \u00a0 | \u2014 |
Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level\u00a02 inputs. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note\u00a08\u2014Corporate Borrowings and Finance Lease Liabilities 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.
"}]},{"name":"rpt:f-2017","factDimensions":{"xbrl:concept":"us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Fair Value Measurements at December\u00a031, 2023 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December\u00a031, 2023 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 3.3 | $ | \u2014 | $ | \u2014 | $ | 3.3 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 5.8 | 5.8 | \u2014 | \u2014 | ||||||||
Total | $ | 9.1 | $ | 5.8 | $ | \u2014 | $ | 3.3 |
Fair Value Measurements at December\u00a031, 2022 Using | ||||||||||||
Significant | ||||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | \u00a0\u00a0\u00a0\u00a0 | Quoted\u00a0prices\u00a0in | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | unobservable | |||||
Value at | active\u00a0market | observable\u00a0inputs | inputs | |||||||||
(In millions) | December 31, 2022 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 9.2 | $ | \u2014 | $ | \u2014 | $ | 9.2 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 12.5 | 12.5 | \u2014 | \u2014 | ||||||||
Total | $ | 21.7 | $ | 12.5 | $ | \u2014 | $ | 9.2 |
Fair Value Measurements at December 31, 2023 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | Total | ||||||||||
Value at | active\u00a0market | inputs | inputs | Impairment | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property, net | $ | 34.4 | $ | \u2014 | $ | \u2014 | $ | 34.4 | $ | 30.3 | |||||
Operating lease right-of-use assets: | |||||||||||||||
Operating lease right-of-use assets | 93.5 | \u2014 | \u2014 | 93.5 | 76.6 | ||||||||||
Other long-term assets: | |||||||||||||||
Cost method investments (1) | 10.3 | \u2014 | \u2014 | 10.3 | 1.0 | ||||||||||
Total | $ | 138.2 | $ | \u2014 | $ | \u2014 | $ | 138.2 | $ | 107.9 |
| (1) | Impairment losses for cost method investments are recorded in investment expense (income). |
Fair Value Measurements at December 31, 2022 Using | |||||||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | \u00a0 | ||||||||||
\u00a0\u00a0\u00a0\u00a0 | Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | Total | ||||||||||
Value at | active\u00a0market | inputs | inputs | Impairment | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Property, net: | |||||||||||||||
Property, net | $ | 57.3 | $ | \u2014 | $ | \u2014 | $ | 57.3 | $ | 27.8 | |||||
Operating lease right-of-use assets: | |||||||||||||||
Operating lease right-of-use assets | 138.4 | \u2014 | \u2014 | 138.4 | 105.3 | ||||||||||
Total | $ | 195.7 | $ | \u2014 | $ | \u2014 | $ | 195.7 | $ | 133.1 |
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\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December\u00a031, 2023 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2023 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 25.1 | $ | \u2014 | $ | 21.5 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 4,552.3 | \u00a0 | \u2014 | \u00a0 | 3,674.7 | \u2014 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December 31, 2022 Using | |||||||||||
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Significant\u00a0other | \u00a0\u00a0\u00a0\u00a0 | Significant | ||||||||
Total\u00a0Carrying | Quoted\u00a0prices\u00a0in | observable | unobservable | |||||||||
Value at | active\u00a0market | inputs | inputs | |||||||||
(In millions) | December\u00a031, 2022 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 20.0 | $ | \u2014 | $ | 10.8 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 5,120.8 | \u00a0 | \u2014 | \u00a0 | 2,516.2 | \u00a0 | \u2014 |
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NOTE 13\u2014OPERATING 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, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark. The Company divested of its interest in Estonia, Latvia, and Lithuania operations, see Note 1\u2014The Company and Significant Accounting Policies for further information on the Baltics theatre sale. On January 24, 2023 the Company sold its interest in Saudi Arabia, see Note 6\u2014Investments for additional information. Each segment\u2019s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, loyalty membership fees, 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:
Year Ended | |||||||||
Revenues (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
U.S. markets | $ | 3,688.6 | $ | 2,961.7 | $ | 1,875.8 | |||
International markets | 1,124.0 | 949.7 | 652.1 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
Year Ended | |||||||||
Adjusted EBITDA (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | December\u00a031, 2021 | ||||
U.S. markets | $ | 370.2 | $ | 59.6 | $ | (250.6) | |||
International markets | 55.6 | (13.0) | (41.1) | ||||||
Total Adjusted EBITDA (1) | $ | 425.8 | $ | 46.6 | $ | (291.7) |
| (1) | The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i)\u00a0income tax provision (benefit), (ii)\u00a0interest expense and (iii)\u00a0depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company\u2019s 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 broadly consistent with how Adjusted EBITDA is defined in the Company\u2019s debt indentures. |
Year Ended | |||||||||
Capital Expenditures (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
U.S. markets | $ | 167.0 | $ | 138.4 | $ | 63.9 | |||
International markets | 58.6 | 63.6 | 28.5 | ||||||
Total capital expenditures | $ | 225.6 | $ | 202.0 | $ | 92.4 |
Financial information about geographic area is as follows:
Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | ||||||
United States | $ | 3,688.6 | $ | 2,961.7 | $ | 1,875.8 | |||
United Kingdom | 400.9 | 379.3 | 283.6 | ||||||
Spain | 148.2 | 114.6 | 81.8 | ||||||
Sweden | 124.9 | 125.0 | 82.3 | ||||||
Italy | 151.9 | 90.4 | 57.5 | ||||||
Germany | 125.8 | 96.2 | 54.4 | ||||||
Finland | 97.9 | 73.9 | 49.1 | ||||||
Ireland | 32.2 | 27.3 | 16.9 | ||||||
Other foreign countries | 42.2 | 43.0 | 26.5 | ||||||
Total | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2023 | December 31, 2022 | ||||
U.S. markets | $ | 5,795.6 | $ | 6,135.9 | ||
International markets | 2,010.5 | 2,097.6 | ||||
Total long-term assets (1) | $ | 7,806.1 | $ | 8,233.5 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, net and other long-term assets. |
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | |||||
Net loss | $ | (396.6) | $ | (973.6) | $ | (1,269.8) | |||
Plus: | |||||||||
Income tax provision (benefit) (1) | \u00a0 | 3.4 | \u00a0 | 2.5 | (10.2) | ||||
Interest expense | \u00a0 | 411.2 | \u00a0 | 378.7 | 458.1 | ||||
Depreciation and amortization | \u00a0 | 365.0 | \u00a0 | 396.0 | 425.0 | ||||
Impairment of long-lived assets (2) | \u00a0 | 106.9 | \u00a0 | 133.1 | 77.2 | ||||
Certain operating expense (3) | \u00a0 | 2.5 | \u00a0 | 8.0 | 0.2 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | (7.7) | \u00a0 | 1.6 | (11.0) | ||||
Cash distributions from non-consolidated entities (5) | \u00a0 | 6.5 | \u00a0 | 6.6 | 12.5 | ||||
Attributable EBITDA (6) | 2.2 | 0.4 | 3.7 | ||||||
Investment expense (income) | \u00a0 | (15.5) | \u00a0 | 14.9 | (9.2) | ||||
Other expense (income) (7) | \u00a0 | (61.3) | \u00a0 | 80.4 | (0.1) | ||||
Other non-cash rent benefit (8) | (35.0) | (26.6) | (24.9) | ||||||
General and administrative \u2014 unallocated: | |||||||||
Merger, acquisition and other costs (9) | \u00a0 | 1.7 | \u00a0 | 2.1 | 13.7 | ||||
Stock-based compensation expense (10) | \u00a0 | 42.5 | \u00a0 | 22.5 | 43.1 | ||||
Adjusted EBITDA | $ | 425.8 | $ | 46.6 | $ | (291.7) |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2023, the Company recorded non-cash impairment charges related to its long-lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens which were related to property, net and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net. |
During the year ended December 31, 2022, the Company recorded non-cash impairment charges related to its long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens which were related to property, net and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens which were related to property, net and operating lease right-of-use assets, net.
During the year ended December 31, 2021, the Company recorded non-cash impairment charges related to its long-lived assets of $61.3 million on 77 theatres in the U.S. markets with 805 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $15.9 million on 14 theatres in the International markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.
| (3) | 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. |
| (4) | Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings from AC JV of $4.9 million during the year ended December 31, 2023. Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company, LLC of $7.6 million, partially offset by equity in (earnings) from DCIP of $3.4 million during the year ended December 31, 2022. Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings (loss) from DCIP of $12.2 million, during the year ended December 31, 2021. |
| (5) | 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\u2019s operations. |
| (6) | Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of the Company\u2019s equity in (earnings) 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\u2019s gift card and package ticket program. |
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | (7.7) | $ | 1.6 | $ | (11.0) | |||
Less: | |||||||||
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures | (6.6) | (5.4) | (13.5) | ||||||
Equity in earnings (loss) of International theatre joint ventures | 1.1 | (7.0) | (2.5) | ||||||
Income tax expense | 0.1 | 0.1 | 0.3 | ||||||
Investment expense (income) | (0.6) | 0.2 | (0.1) | ||||||
Interest expense | 0.2 | 0.1 | 0.2 | ||||||
Impairment of long-lived assets | \u2014 | 4.2 | \u2014 | ||||||
Depreciation and amortization | 1.4 | 2.8 | 5.6 | ||||||
Other expense | \u2014 | \u2014 | 0.2 | ||||||
Attributable EBITDA | $ | 2.2 | $ | 0.4 | $ | 3.7 |
| (7) | Other expense (income) during the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $(142.8) million and foreign currency transaction gains of $(17.8) million, partially offset by a non-cash litigation charge of $99.3 million. |
Other expense (income) for the year ended December 31, 2022 primarily consisted of a loss on debt extinguishment of $92.8 million, partially offset by income related to the foreign currency transaction gains of $(12.3) million and contingent lease guarantees of $(0.2) million.
Other expense (income) for the year ended December 31, 2021 primarily consisted of a loss on debt extinguishment of $14.4 million and financing fees of $1.0 million, partially offset by income related to the foreign currency transaction gains of $(9.8) million and contingent lease guarantees of $(5.7) million.
| (8) | Reflects amortization of 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. |
| (9) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (10) | Non-cash or non-recurring expense included in general and administrative: other. |
Year Ended | |||||||||
Revenues (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
U.S. markets | $ | 3,688.6 | $ | 2,961.7 | $ | 1,875.8 | |||
International markets | 1,124.0 | 949.7 | 652.1 | ||||||
Total revenues | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
Year Ended | |||||||||
Adjusted EBITDA (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | December\u00a031, 2021 | ||||
U.S. markets | $ | 370.2 | $ | 59.6 | $ | (250.6) | |||
International markets | 55.6 | (13.0) | (41.1) | ||||||
Total Adjusted EBITDA (1) | $ | 425.8 | $ | 46.6 | $ | (291.7) |
| (1) | The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i)\u00a0income tax provision (benefit), (ii)\u00a0interest expense and (iii)\u00a0depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company\u2019s 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 broadly consistent with how Adjusted EBITDA is defined in the Company\u2019s debt indentures. |
Year Ended | |||||||||
Capital Expenditures (In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
U.S. markets | $ | 167.0 | $ | 138.4 | $ | 63.9 | |||
International markets | 58.6 | 63.6 | 28.5 | ||||||
Total capital expenditures | $ | 225.6 | $ | 202.0 | $ | 92.4 |
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Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | ||||||
United States | $ | 3,688.6 | $ | 2,961.7 | $ | 1,875.8 | |||
United Kingdom | 400.9 | 379.3 | 283.6 | ||||||
Spain | 148.2 | 114.6 | 81.8 | ||||||
Sweden | 124.9 | 125.0 | 82.3 | ||||||
Italy | 151.9 | 90.4 | 57.5 | ||||||
Germany | 125.8 | 96.2 | 54.4 | ||||||
Finland | 97.9 | 73.9 | 49.1 | ||||||
Ireland | 32.2 | 27.3 | 16.9 | ||||||
Other foreign countries | 42.2 | 43.0 | 26.5 | ||||||
Total | $ | 4,812.6 | $ | 3,911.4 | $ | 2,527.9 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2023 | December 31, 2022 | ||||
U.S. markets | $ | 5,795.6 | $ | 6,135.9 | ||
International markets | 2,010.5 | 2,097.6 | ||||
Total long-term assets (1) | $ | 7,806.1 | $ | 8,233.5 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, net and other long-term assets. |
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | |||||
Net loss | $ | (396.6) | $ | (973.6) | $ | (1,269.8) | |||
Plus: | |||||||||
Income tax provision (benefit) (1) | \u00a0 | 3.4 | \u00a0 | 2.5 | (10.2) | ||||
Interest expense | \u00a0 | 411.2 | \u00a0 | 378.7 | 458.1 | ||||
Depreciation and amortization | \u00a0 | 365.0 | \u00a0 | 396.0 | 425.0 | ||||
Impairment of long-lived assets (2) | \u00a0 | 106.9 | \u00a0 | 133.1 | 77.2 | ||||
Certain operating expense (3) | \u00a0 | 2.5 | \u00a0 | 8.0 | 0.2 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | (7.7) | \u00a0 | 1.6 | (11.0) | ||||
Cash distributions from non-consolidated entities (5) | \u00a0 | 6.5 | \u00a0 | 6.6 | 12.5 | ||||
Attributable EBITDA (6) | 2.2 | 0.4 | 3.7 | ||||||
Investment expense (income) | \u00a0 | (15.5) | \u00a0 | 14.9 | (9.2) | ||||
Other expense (income) (7) | \u00a0 | (61.3) | \u00a0 | 80.4 | (0.1) | ||||
Other non-cash rent benefit (8) | (35.0) | (26.6) | (24.9) | ||||||
General and administrative \u2014 unallocated: | |||||||||
Merger, acquisition and other costs (9) | \u00a0 | 1.7 | \u00a0 | 2.1 | 13.7 | ||||
Stock-based compensation expense (10) | \u00a0 | 42.5 | \u00a0 | 22.5 | 43.1 | ||||
Adjusted EBITDA | $ | 425.8 | $ | 46.6 | $ | (291.7) |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2023, the Company recorded non-cash impairment charges related to its long-lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens which were related to property, net and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net. |
During the year ended December 31, 2022, the Company recorded non-cash impairment charges related to its long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens which were related to property, net and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens which were related to property, net and operating lease right-of-use assets, net.
During the year ended December 31, 2021, the Company recorded non-cash impairment charges related to its long-lived assets of $61.3 million on 77 theatres in the U.S. markets with 805 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $15.9 million on 14 theatres in the International markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.
| (3) | 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. |
| (4) | Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings from AC JV of $4.9 million during the year ended December 31, 2023. Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company, LLC of $7.6 million, partially offset by equity in (earnings) from DCIP of $3.4 million during the year ended December 31, 2022. Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings (loss) from DCIP of $12.2 million, during the year ended December 31, 2021. |
| (5) | 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\u2019s operations. |
| (6) | Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of the Company\u2019s equity in (earnings) 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\u2019s gift card and package ticket program. |
Year Ended | |||||||||
(In\u00a0millions) | December 31, 2023 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2022 | December 31, 2021 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | (7.7) | $ | 1.6 | $ | (11.0) | |||
Less: | |||||||||
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures | (6.6) | (5.4) | (13.5) | ||||||
Equity in earnings (loss) of International theatre joint ventures | 1.1 | (7.0) | (2.5) | ||||||
Income tax expense | 0.1 | 0.1 | 0.3 | ||||||
Investment expense (income) | (0.6) | 0.2 | (0.1) | ||||||
Interest expense | 0.2 | 0.1 | 0.2 | ||||||
Impairment of long-lived assets | \u2014 | 4.2 | \u2014 | ||||||
Depreciation and amortization | 1.4 | 2.8 | 5.6 | ||||||
Other expense | \u2014 | \u2014 | 0.2 | ||||||
Attributable EBITDA | $ | 2.2 | $ | 0.4 | $ | 3.7 |
| (7) | Other expense (income) during the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $(142.8) million and foreign currency transaction gains of $(17.8) million, partially offset by a non-cash litigation charge of $99.3 million. |
Other expense (income) for the year ended December 31, 2022 primarily consisted of a loss on debt extinguishment of $92.8 million, partially offset by income related to the foreign currency transaction gains of $(12.3) million and contingent lease guarantees of $(0.2) million.
Other expense (income) for the year ended December 31, 2021 primarily consisted of a loss on debt extinguishment of $14.4 million and financing fees of $1.0 million, partially offset by income related to the foreign currency transaction gains of $(9.8) million and contingent lease guarantees of $(5.7) million.
| (8) | Reflects amortization of 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. |
| (9) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (10) | Non-cash or non-recurring expense included in general and administrative: other. |
NOTE 14\u2014ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the change in accumulated other comprehensive income (loss) by component:
Foreign | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Currency | \u00a0\u00a0\u00a0\u00a0 | Pension Benefits | \u00a0\u00a0\u00a0\u00a0 | Total | |||
Balance December\u00a031, 2021 | $ | (19.0) | $ | (9.1) | $ | (28.1) | |||
Other comprehensive income (loss) | (59.8) | 10.6 | (49.2) | ||||||
Balance December\u00a031, 2022 | $ | (78.8) | $ | 1.5 | $ | (77.3) | |||
Other comprehensive income (loss) | 1.1 | (2.0) | (0.9) | ||||||
Balance December\u00a031, 2023 | $ | (77.7) | $ | (0.5) | $ | (78.2) |
The tax effects allocated to each component of other comprehensive income (loss) is as follows:
Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | |||||||||||||||||||||||||
\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||||||
Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | |||||||||||||||||||
(In\u00a0millions) | Amount | Benefit | Amount | Amount | Benefit | Amount | Amount | Benefit | Amount | ||||||||||||||||||
Unrealized foreign currency translation adjustment | $ | 0.5 | $ | 0.6 | $ | 1.1 | $ | (59.8) | $ | \u2014 | $ | (59.8) | $ | (78.9) | $ | \u2014 | $ | (78.9) | |||||||||
Realized gain (loss) on foreign currency transactions, net of tax | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | (0.9) | 0.5 | (0.4) | ||||||||||||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period, net of tax | (2.0) | \u2014 | (2.0) | 10.6 | \u2014 | 10.6 | 13.0 | (0.7) | 12.3 | ||||||||||||||||||
Other comprehensive income (loss) | $ | (1.5) | $ | 0.6 | $ | (0.9) | $ | (49.2) | $ | \u2014 | $ | (49.2) | $ | (66.8) | $ | (0.2) | $ | (67.0) |
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Foreign | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Currency | \u00a0\u00a0\u00a0\u00a0 | Pension Benefits | \u00a0\u00a0\u00a0\u00a0 | Total | |||
Balance December\u00a031, 2021 | $ | (19.0) | $ | (9.1) | $ | (28.1) | |||
Other comprehensive income (loss) | (59.8) | 10.6 | (49.2) | ||||||
Balance December\u00a031, 2022 | $ | (78.8) | $ | 1.5 | $ | (77.3) | |||
Other comprehensive income (loss) | 1.1 | (2.0) | (0.9) | ||||||
Balance December\u00a031, 2023 | $ | (77.7) | $ | (0.5) | $ | (78.2) |
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Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2023 | December\u00a031, 2022 | December\u00a031, 2021 | |||||||||||||||||||||||||
\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | Tax | \u00a0\u00a0\u00a0\u00a0 | ||||||||||||||||
Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | Pre-Tax | (Expense) | Net-of-Tax | |||||||||||||||||||
(In\u00a0millions) | Amount | Benefit | Amount | Amount | Benefit | Amount | Amount | Benefit | Amount | ||||||||||||||||||
Unrealized foreign currency translation adjustment | $ | 0.5 | $ | 0.6 | $ | 1.1 | $ | (59.8) | $ | \u2014 | $ | (59.8) | $ | (78.9) | $ | \u2014 | $ | (78.9) | |||||||||
Realized gain (loss) on foreign currency transactions, net of tax | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | \u2014 | (0.9) | 0.5 | (0.4) | ||||||||||||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period, net of tax | (2.0) | \u2014 | (2.0) | 10.6 | \u2014 | 10.6 | 13.0 | (0.7) | 12.3 | ||||||||||||||||||
Other comprehensive income (loss) | $ | (1.5) | $ | 0.6 | $ | (0.9) | $ | (49.2) | $ | \u2014 | $ | (49.2) | $ | (66.8) | $ | (0.2) | $ | (67.0) |
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NOTE 15\u2014LOSS PER SHARE
On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.
On August 24, 2023, the Company effectuated a reverse stock split at a ratio of share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to -tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.
Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.
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:
Year Ended | Year Ended | Year Ended | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
Numerator: | |||||||||
Net loss for basic and diluted loss per share | $ | (396.6) | $ | (973.6) | $ | (1,269.1) | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic and diluted loss per common share | \u00a0 | 167,644 | \u00a0 | 104,769 | \u00a0 | 95,482 | |||
Basic and diluted loss per common share: | (2.37) | (9.29) | (13.29) |
Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company\u2019s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.
For the year ended December 31, 2023, December 31, 2022, and December 31, 2021, unvested RSUs of 272,469, 252,336, and 449,525, respectively, were not considered in the computation of diluted loss per share because they would be anti-dilutive.
All Tranche Year PSUs which had been granted at December 31, 2023, December 31, 2022, and December 31 2021 were included in basic loss per share for each respective period because the issuance of the related shares were contingent only upon the passage of time. Therefore, no granted Tranche Year PSUs at December 31, 2023, December 31, 2022, and December 31, 2021 could further dilute basic loss per share.
"}]},{"name":"rpt:f-2280","factDimensions":{"xbrl:concept":"amch:PreferredEquityUnitPerCommonStockDividendDeclared","xbrl:period":"2022-08-04T00:00:00/2022-08-05T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"1"}]},{"name":"rpt:f-2281","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | Year Ended | Year Ended | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2021 | |||
Numerator: | |||||||||
Net loss for basic and diluted loss per share | $ | (396.6) | $ | (973.6) | $ | (1,269.1) | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic and diluted loss per common share | \u00a0 | 167,644 | \u00a0 | 104,769 | \u00a0 | 95,482 | |||
Basic and diluted loss per common share: | (2.37) | (9.29) | (13.29) |
NOTE 16\u2014SUBSEQUENT EVENTS
Debt for equity exchange. During January 2024, the Company executed a debt for equity exchange transaction. This transaction was treated as early extinguishments of the debt. In accordance with ASC 470-50-40-3 the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. The below table summarizes the debt for equity exchange that occurred during January 2024:
Shares of | ||||||||||||
Aggregate Principal | Common Stock | Gain on | Accrued Interest | |||||||||
(In millions, except for share data) | Exchanged | Exchanged | Extinguishment | Exchanged | ||||||||
Second Lien Notes due 2026 | $ | 17.5 | 2,541,250 | $ | 5.8 | $ | 0.1 |
Vendor dispute. On January 26, 2024, the Company executed an agreement to collect $37.5 million as resolution of a dispute with a vendor. The proceeds, net of legal costs, were recorded to other income in the financial statements during the three months ended March 31, 2024. The relationship with the vendor has been restored and remains in good standing.
"}]},{"name":"rpt:f-2295","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfSubsequentEventsTextBlock","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Shares of | ||||||||||||
Aggregate Principal | Common Stock | Gain on | Accrued Interest | |||||||||
(In millions, except for share data) | Exchanged | Exchanged | Extinguishment | Exchanged | ||||||||
Second Lien Notes due 2026 | $ | 17.5 | 2,541,250 | $ | 5.8 | $ | 0.1 |