Risk Management and Strategy
The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to assess, identify, and manage material risks from cybersecurity (including cybersecurity threats associated with the use of third-party service providers), to safeguard our information systems, and to protect the confidentiality, integrity, and availability of the data on our information systems.
Managing Material Risks & Integrated Overall Risk Management
The Company has strategically integrated cybersecurity risk management into our broader risk management framework. Management has formed cross-functional risk and information security committees (the \u201cSecurity Committees\u201d) to initiate, develop, review and implement cybersecurity policies, procedures and training to mitigate cybersecurity risks. Our information technology (\u201cIT\u201d) cybersecurity leadership team works closely with our Security Committees and internal audit team to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
Using a risk-based prioritization approach, the IT cybersecurity leadership team and the Security Committees focus on securing our high value assets, updating our cybersecurity detection and prevention capabilities to identify new threats, and improving compliance processes to protect the Company\u2019s operations and data. During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations.
The Company has also implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, and vulnerability and patch management.
Risk Management Personnel
The Company\u2019s senior IT leadership, comprised of the Chief Information Officers of both AMC and Odeon, and IT cybersecurity teams have the primary responsibility for assessing, monitoring, and managing, our cybersecurity programs. The Company\u2019s senior IT leadership bring over fifty years of combined IT experience to their roles. Each member of the Company\u2019s IT cybersecurity leadership team, comprised of the AMC Director Cybersecurity, the Odeon Group Head of Cyber, Risk and Operations and the AMC SVP & Chief Information Officer, brings 20+ years of IT experience. The Company regularly invests in training on these teams, and key leadership positions hold CISSP certifications. Our senior IT leadership and IT cybersecurity team, with input as appropriate from the Security
Committees, oversee our governance programs, tests our compliance with standards, remediate known risks, and direct employee training.
Monitoring Cybersecurity Incidents
The Security Committees are continually informed about the latest developments in cybersecurity, including potential threats and risk management techniques. The Security Committees, and in particular senior IT leadership, IT cybersecurity and internal audit members serving on the Security Committees, implement and oversee processes for the regular monitoring of our information systems. The Company follows the National Institute of Standards and Technology (\u201cNIST\u201d) framework to design and implement security processes, tools and procedures, and regular system audits identify and lead to prompt remediation of potential vulnerabilities. In the event of a cybersecurity incident, senior IT leadership and the Security Committees are equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact, internal and external communication plans, and notification requirements.
Engagement of Consultants for Risk Management Services
Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts to perform a variety of functions for the Company. These include, but are not limited to, cybermaturity audits, targeted ransomware assessment and table-top exercises, red and purple team attack simulations, internal penetration tests and other internal and external audits. These partnerships enable us to leverage specialized knowledge and insights into our cybersecurity strategies and processes.
Overseeing Third-Party Risk
Because we are aware of the risks associated with third-party service providers, the Company implements processes to oversee and manage these risks. The Company utilizes software products and services to monitor and protect the Company\u2019s environment from possible third-party breaches impacting the Company\u2019s environment. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties. Third-parties who have access to highly sensitive information due to services performed and data retained are subject to increased scrutiny.
Risks from Cybersecurity Threats
We have not experienced any cybersecurity incidents that we believe have materially affected, or are likely to materially affect, the Company.
"}]},{"name":"rpt:f-61","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementProcessesIntegratedFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"true"}]},{"name":"rpt:f-62","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementProcessesIntegratedTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Managing Material Risks & Integrated Overall Risk Management
The Company has strategically integrated cybersecurity risk management into our broader risk management framework. Management has formed cross-functional risk and information security committees (the \u201cSecurity Committees\u201d) to initiate, develop, review and implement cybersecurity policies, procedures and training to mitigate cybersecurity risks. Our information technology (\u201cIT\u201d) cybersecurity leadership team works closely with our Security Committees and internal audit team to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
Using a risk-based prioritization approach, the IT cybersecurity leadership team and the Security Committees focus on securing our high value assets, updating our cybersecurity detection and prevention capabilities to identify new threats, and improving compliance processes to protect the Company\u2019s operations and data. During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations.
The Company has also implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, and vulnerability and patch management.
"}]},{"name":"rpt:f-63","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementThirdPartyEngagedFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"true"}]},{"name":"rpt:f-64","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskThirdPartyOversightAndIdentificationProcessesFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"true"}]},{"name":"rpt:f-65","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"false"}]},{"name":"rpt:f-66","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskBoardOfDirectorsOversightTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Governance
Board of Directors and Audit Committee Oversight
Our board of directors (the \u201cBoard\u201d) understands the critical nature of managing risks associated with cybersecurity threats. The Board has established robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
The audit committee of the Board (the \u201cAudit Committee\u201d) is central to the Board\u2019s oversight of cybersecurity risks and bears the primary responsibility for overseeing these risks. Senior IT leadership regularly informs the Audit Committee, the Chief Financial Officer and other members of the Company\u2019s senior leadership of cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company.
Management\u2019s Role Managing Risk
Senior IT leadership play a pivotal role in managing cybersecurity risk and keeping the Audit Committee apprised of cybersecurity developments. Senior IT leadership provide comprehensive briefings to the Audit Committee on a periodic basis. These briefings encompass a broad range of topics, including:
| \u25cf | current cybersecurity landscape and emerging threats; |
| \u25cf | status of ongoing cybersecurity initiatives and strategies; |
| \u25cf | learnings from any cybersecurity events; and |
| \u25cf | compliance with regulatory requirements and industry standards. |
In addition to our scheduled meetings, the Audit Committee and senior IT leadership maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. The Company, at the direction of the Audit Committee, conducts periodic reviews of the Company\u2019s cybersecurity posture and the effectiveness of its risk management strategies. These reviews help in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
"}]},{"name":"rpt:f-67","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskProcessForInformingBoardCommitteeOrSubcommitteeResponsibleForOversightTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Board of Directors and Audit Committee Oversight
Our board of directors (the \u201cBoard\u201d) understands the critical nature of managing risks associated with cybersecurity threats. The Board has established robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
The audit committee of the Board (the \u201cAudit Committee\u201d) is central to the Board\u2019s oversight of cybersecurity risks and bears the primary responsibility for overseeing these risks. Senior IT leadership regularly informs the Audit Committee, the Chief Financial Officer and other members of the Company\u2019s senior leadership of cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company.
"}]},{"name":"rpt:f-68","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskBoardCommitteeOrSubcommitteeResponsibleForOversightTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Audit Committee"}]},{"name":"rpt:f-69","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskRoleOfManagementTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Management\u2019s Role Managing Risk
Senior IT leadership play a pivotal role in managing cybersecurity risk and keeping the Audit Committee apprised of cybersecurity developments. Senior IT leadership provide comprehensive briefings to the Audit Committee on a periodic basis. These briefings encompass a broad range of topics, including:
| \u25cf | current cybersecurity landscape and emerging threats; |
| \u25cf | status of ongoing cybersecurity initiatives and strategies; |
| \u25cf | learnings from any cybersecurity events; and |
| \u25cf | compliance with regulatory requirements and industry standards. |
In addition to our scheduled meetings, the Audit Committee and senior IT leadership maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. The Company, at the direction of the Audit Committee, conducts periodic reviews of the Company\u2019s cybersecurity posture and the effectiveness of its risk management strategies. These reviews help in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
"}]},{"name":"rpt:f-70","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementExpertiseOfManagementResponsibleTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Senior IT leadership play a pivotal role in managing cybersecurity risk and keeping the Audit Committee apprised of cybersecurity developments. Senior IT leadership provide comprehensive briefings to the Audit Committee on a periodic basis. These briefings encompass a broad range of topics, including:
| \u25cf | current cybersecurity landscape and emerging threats; |
| \u25cf | status of ongoing cybersecurity initiatives and strategies; |
| \u25cf | learnings from any cybersecurity events; and |
| \u25cf | compliance with regulatory requirements and industry standards. |
| \u25cf | current cybersecurity landscape and emerging threats; |
| \u25cf | status of ongoing cybersecurity initiatives and strategies; |
| \u25cf | learnings from any cybersecurity events; and |
| \u25cf | compliance with regulatory requirements and industry standards. |
NOTE 1\u2014THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
\u200b
AMC Entertainment Holdings, Inc. (\u201cHoldings\u201d), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (\u201cMulti-Cinema\u201d) 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\u2019s cash burn rates are not sustainable long-term. In order to achieve sustainable net positive cash flows provided by operating activities and long-term profitability, the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues. North America box office grosses were down approximately 23% for the year ended December 31, 2024, compared to the year ended December 31, 2019. Until such time as the Company is able to achieve sustainable net positive cash flows provided by operating activities, it is difficult to estimate the Company\u2019s future cash burn rates and liquidity requirements. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve increased levels of revenue, the estimates of amounts of required liquidity vary significantly.
There can be no assurance that the 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. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company\u2019s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.
The Company expects, from time to time, to continue to 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. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that occurred during the years ended December 31, 2024, December 31, 2023, and December 31, 2022. Additionally, the Company has bolstered its liquidity through sales of its
Common Stock, see Note 9\u2014Stockholders\u2019 Deficit and Note 16\u2014Subsequent Events for further information on these sales.
As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility. The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement dated as of April 30, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified). The Company currently does not expect to replace the Senior Secured Revolving Credit Facility. The Company has entered into a new letter of credit facility in order to continue to provide letters of credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.
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. The Company manages its business under two reportable segments for its theatrical exhibition operations: U.S. markets and International markets.
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, 2024 and December\u00a031, 2023, the Company recorded film payables of $143.9\u00a0million and $130.9\u00a0million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets. During the year ended December 31, 2024, films licensed from the Company\u2019s seven largest movie studio distributors based on revenues accounted for approximately 84% of our U.S. admissions revenues, which consisted of Disney, Universal, Warner Bros., Sony, Paramount, MGM, and 20th Century Studios. In Europe, approximately 74% of the Company\u2019s box office revenue came from films attributed to our five largest movie distributor groups, which consisted of Disney, Warner Bros., Universal, Sony, and Paramount. The Company\u2019s revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor\u2019s films in any given year.
Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.
Exhibitor Services Agreement And Common Unit Adjustment 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 of the significant financing component, 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.
Pursuant to the Company\u2019s Common Unit Adjustment Agreement (the \u201cCUA Agreement\u201d), from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (the \u201cCUA\u201d), 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.
See Note 2\u2014Revenue Recognition and Note\u00a06\u2014Investments for further information regarding the CUA and ESA.
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 paid tiers called AMC Stubs PremiereTM (\u201cPremiere\u201d) for an annual membership fee and AMC Stubs\u00ae A-List (\u201cA-List\u201d) for a monthly membership fee, and a non-paid tier called AMC Stubs\u00ae InsiderTM (\u201cInsider\u201d). These 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 annual membership fee for Premiere 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.
A-List offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies. 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 $22.2 million, $43.6 million, and $28.0 million for the years ended December\u00a031, 2024, December\u00a031, 2023, and December\u00a031, 2022, 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. As of December 31, 2024, cash and cash equivalents for the U.S. markets and International markets were $513.0 million and $119.3 million, respectively, and as of December 31, 2023, cash and cash equivalents were $752.3 million and $132.0 million, respectively.
Restricted Cash. Restricted cash includes cash held in the Company's bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company\u2019s insurance and utilities programs. 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, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||||
Cash and cash equivalents | $ | 632.3 | $ | 884.3 | $ | 631.5 | |||
Restricted cash | 48.5 | 27.1 | 22.9 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 680.8 | $ | 911.4 | $ | 654.4 |
As of December 31, 2024, restricted cash for the U.S. markets and International markets were $20.7 million and $27.8 million, respectively. As of December 31, 2023, restricted cash for the U.S. markets and International markets were $0 and $27.1 million, respectively.
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, 2024, December\u00a031, 2023, and December\u00a031, 2022.
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. In 2024, the Company reclassified equity earnings and losses to other expense (income), all comparative periods have also been reclassified. 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.
Derivative Liability. The Company remeasures the derivative liability related to the conversion features in its Exchangeable Notes at fair value each reporting period, with changes in fair value recorded in the consolidated statement of operations in other expense (income). The Company has obtained an independent third-party valuation study to assist in determining fair value. The valuation studies use the Binomial Lattice approach and are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes. The inputs used to value the derivative include the initial share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield. The volatility of the Company\u2019s Common Stock, the Common stock price at the end of each reporting period, and the remaining amount of time until maturity of the Exchangeable Notes are key inputs for the estimation of fair value that are expected to change each reporting period. The Company recorded other expense (income) related to derivative liability fair value adjustment of $(75.8) million during the year ended December 31, 2024. See Note 8\u2014Corporate Borrowings and Finance Lease Obligations and Note 12\u2014Fair Value Measurements for further discussion.
Goodwill. The Company\u2019s recorded goodwill was $2,301.1\u00a0million and $2,358.7\u00a0million as of December\u00a031, 2024 and December\u00a031, 2023, 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 2023 or 2024. The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2024.
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. Software amortization expense was $23.3 million, $25.4 million, and $34.4 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively. See Note\u00a07\u2014Supplemental Balance Sheet Information for information on the carrying value of capitalized computer software.
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, 2024 and December\u00a031, 2023 was $0.1\u00a0million and $3.0\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, 2024, December 31, 2023, and December 31, 2022:
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Impairment of long-lived assets | $ | 72.3 | $ | 106.9 | $ | 133.1 | |||
Impairment of other assets recorded in investment expense (income) | \u2014 | 1.0 | \u2014 | ||||||
Total impairment loss | $ | 72.3 | $ | 107.9 | $ | 133.1 |
During the year ended December 31, 2024, the Company recorded non-cash impairment of long-lived assets of $51.9 million on 39 theatres in the U.S. markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington) and $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.
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 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. 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,\u00a02022, the Company recorded non-cash impairment of long-lived assets of $73.4\u00a0million on 68 theatres in the U.S. markets with 817\u00a0screens and $59.7 million on 53\u00a0theatres in the International markets with 456\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 resulting 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 UK and Sweden. The Company also sponsors 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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (73.8) | $ | (79.3) | $ | (63.7) | $ | (71.9) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 59.5 | \u00a0 | 58.3 | \u00a0 | 66.6 | \u00a0 | 76.7 | ||||
Net (liability) asset for benefit cost - funded status | $ | (14.3) | $ | (21.0) | $ | 2.9 | $ | 4.8 |
| (1) | As of December 31, 2024 and December 31, 2023, U.S. aggregated accumulated benefit obligations were $73.8 million and $79.3 million, respectively, and International aggregated accumulated benefit obligations were $63.7 million and $71.9 million, respectively. |
The Company expects to contribute $2.4 million to the U.S. pension plans during the year ended December 31, 2025. 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\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2024 | December\u00a031, 2023 | |||||
Discount rate | \u00a0 | 5.43% | 4.76% | 5.18% | 4.53% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.22% | 2.07% |
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 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | |
Discount rate | \u00a0 | 4.76% | 4.97% | 2.66% | 4.53% | 4.82% | 1.79% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.56% | 4.34% | 4.32% | 1.57% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.07% | 2.19% | 2.28% |
Pension actuarial gains and losses are recorded in stockholders\u2019 deficit as a component of accumulated other comprehensive loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Loss for pension amounts and activity recorded in accumulated other comprehensive loss.
For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, net periodic benefit costs (credits) were $1.8 million, $1.4 million, and $(0.6) 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 | ||||
2025 | $ | 4.7 | $ | 3.9 | ||
2026 | \u00a0 | 4.8 | 4.0 | |||
2027 | \u00a0 | 4.9 | 4.1 | |||
2028 | \u00a0 | 5.3 | 4.3 | |||
2029 | \u00a0 | 5.5 | 4.4 | |||
Years 2030 - 2034 | \u00a0 | 27.9 | 24.1 |
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 36%, debt securities of 60%, 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, 2024, for the U.S. investment portfolio, 94% were valued using the net asset value per share (or its equivalent) as a practical expedient and 6% 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, 2024, for the International investment portfolio, 12% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 22% included mutual 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 66% were valued using the net asset value per share (or its equivalent) as a practical expedient.
In June 2023, the High Court in the UK issued a ruling in respect of Virgin Media Limited v NTL Pension Trustees II Limited, that decided certain amendments were invalid for contracted-out salary-related defined benefit pension plans in the period from April 6, 1997 until April 6, 2016, if these amendments were not accompanied by actuarial confirmations (section 37 certificates). An appeal on this decision was heard in June 2024 and The Court of Appeal ruled in July 2024 and upheld the original High Court judgment, removing uncertainty around its application. In light of the ruling, the Company initiated an investigation with its pension trustees, of all known amendments to its two UK defined benefit pension plans during the affected period, with a view to determining whether section 37 certificates have been obtained where deemed required. The initial review concluded that across the two plans there are three documents where a section 37 certificate may have been required but the amendment document is silent. While further legal and actuarial analysis is required, including potentially awaiting further case law, given the nature of the amendments in question the Company does not believe the impact, if any, will be material to the projected benefit obligation. As of December 31, 2024, 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 will continue to monitor and keep the investigation outcomes under review as conclusions develop and/or change as a consequence of any subsequent court decisions, legislation and/or industry action.
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, 2024, December 31, 2023, and December 31, 2022, was $10.5 million, $9.8 million, and $9.0 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, 2024 and December\u00a031, 2023, the Company recorded casualty insurance reserves of $25.7 million and $22.8\u00a0million, respectively. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $65.5\u00a0million, $53.1\u00a0million, and $49.8\u00a0million for the years ended December\u00a031, 2024, December\u00a031, 2023, and December\u00a031, 2022, 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, 2024, the Company recognized government assistance in other income of $0.1 million related to government assistance for theatres impacted by flooding in Spain. During the year ended December 31, 2023, the Company recognized government assistance in other income 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 $4.5 million, $3.2 million and $1.9 million of government assistance as reduction to property, net during the years ended December 31, 2024, 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 years ended December 31, 2024 and December 31, 2023, the Company was awarded $9.7 million and $10.0 million, respectively, 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 are granted by the government to support entities in the film exhibition industry. The Company has recorded these credits as reductions to operating expense during 2024 and rent and operating expense during 2023 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 | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | \u2014 | $ | (0.2) | |||
Governmental assistance \u2013 International markets | (0.1) | (3.8) | (23.0) | ||||||
Governmental assistance \u2013 U.S. markets | \u2014 | (1.0) | (2.8) | ||||||
Foreign currency transaction (gains) losses | 7.0 | (17.8) | (12.3) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.8 | 1.4 | (0.6) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | \u2014 | 47.7 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | \u2014 | 54.4 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | \u2014 | 32.9 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (40.3) | (140.5) | (75.0) | ||||||
Loss on extinguishment - Senior Subordinated Notes due 2025 | 2.7 | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (1.3) | (2.3) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | \u2014 | (3.7) | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | \u2014 | 36.5 | ||||||
Term Loan modification - third party fees | 42.3 | \u2014 | \u2014 | ||||||
Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030 | (75.8) | \u2014 | \u2014 | ||||||
Equity in (earnings) loss of non-consolidated entities | (12.4) | (7.7) | 1.6 | ||||||
Derivative stockholder settlement | \u2014 | (14.0) | \u2014 | ||||||
Shareholder litigation expense and (recoveries) | (40.2) | 110.2 | \u2014 | ||||||
Vendor dispute settlement | (36.2) | \u2014 | \u2014 | ||||||
Other settlement proceeds | (3.6) | \u2014 | \u2014 | ||||||
(0.1) | (1.3) | (0.3) | |||||||
Other expense (income) | $ | (156.2) | $ | (76.8) | $ | 55.2 |
Accounting Pronouncements Recently 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 and other additional information related to the Company\u2019s segments. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and has applied the amendments retrospectively. See Note 13\u2014Segment Reporting for the required disclosure information resulting from ASU 2023-07.
Accounting Pronouncements Issued Not Yet Adopted
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.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASC 2024-03, Income Statement (Subtopic 220-40)\u2014Reporting Comprehensive Income-Expense Disaggregation Disclosures (\u201cASU 2024-03\u201d). The amendments in ASU 2024-03 require that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. ASU 2024-03 is effective for the Company for the year ended December 31, 2027.
Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued ASC 2024-04, Debt\u2014Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments (\u201cASU 2024-04\u201d). The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025. The Company is evaluating the impact of ASU 2024-04 on its consolidated financial statements.
"}]},{"name":"rpt:f-507","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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-508","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-509","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-510","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-511","factDimensions":{"xbrl:concept":"amch:LiquidityPolicyPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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\u2019s cash burn rates are not sustainable long-term. In order to achieve sustainable net positive cash flows provided by operating activities and long-term profitability, the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues. North America box office grosses were down approximately 23% for the year ended December 31, 2024, compared to the year ended December 31, 2019. Until such time as the Company is able to achieve sustainable net positive cash flows provided by operating activities, it is difficult to estimate the Company\u2019s future cash burn rates and liquidity requirements. Depending on the Company\u2019s assumptions regarding the timing and ability to achieve increased levels of revenue, the estimates of amounts of required liquidity vary significantly.
There can be no assurance that the 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. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company\u2019s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.
The Company expects, from time to time, to continue to 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. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that occurred during the years ended December 31, 2024, December 31, 2023, and December 31, 2022. Additionally, the Company has bolstered its liquidity through sales of its
Common Stock, see Note 9\u2014Stockholders\u2019 Deficit and Note 16\u2014Subsequent Events for further information on these sales.
As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility. The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement dated as of April 30, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified). The Company currently does not expect to replace the Senior Secured Revolving Credit Facility. The Company has entered into a new letter of credit facility in order to continue to provide letters of credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.
"}]},{"name":"rpt:f-512","factDimensions":{"xbrl:concept":"amch:PercentageOfGrossesNorthAmericanBoxOffice","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"0.23","decimals":2}]},{"name":"rpt:f-513","factDimensions":{"xbrl:concept":"us-gaap:UseOfEstimates","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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.
"}]},{"name":"rpt:f-514","factDimensions":{"xbrl:concept":"us-gaap:ConsolidationPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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. The Company manages its business under two reportable segments for its theatrical exhibition operations: U.S. markets and International markets.
"}]},{"name":"rpt:f-515","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportableSegments","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:segment"},"factValues":[{"value":"2"}]},{"name":"rpt:f-516","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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.
"}]},{"name":"rpt:f-517","factDimensions":{"xbrl:concept":"amch:RevenueRecognitionDeferredPercentage","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"1","decimals":2}]},{"name":"rpt:f-518","factDimensions":{"xbrl:concept":"amch:NonRedemptionRateOnGiftCards","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"0.13","decimals":2}]},{"name":"rpt:f-519","factDimensions":{"xbrl:concept":"amch:NonRedemptionRateOnGiftCards","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"0.19","decimals":2}]},{"name":"rpt:f-520","factDimensions":{"xbrl:concept":"amch:PeriodOverWhichTotalAmountOfBreakageForCurrentMonthSalesInProportionToPatternOfActualRedemptionsIsRecognized","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"P24M"}]},{"name":"rpt:f-521","factDimensions":{"xbrl:concept":"us-gaap:FilmCostsPolicyPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"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, 2024 and December\u00a031, 2023, the Company recorded film payables of $143.9\u00a0million and $130.9\u00a0million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets. During the year ended December 31, 2024, films licensed from the Company\u2019s seven largest movie studio distributors based on revenues accounted for approximately 84% of our U.S. admissions revenues, which consisted of Disney, Universal, Warner Bros., Sony, Paramount, MGM, and 20th Century Studios. In Europe, approximately 74% of the Company\u2019s box office revenue came from films attributed to our five largest movie distributor groups, which consisted of Disney, Warner Bros., Universal, Sony, and Paramount. The Company\u2019s revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor\u2019s films in any given year.
"}]},{"name":"rpt:f-522","factDimensions":{"xbrl:concept":"amch:FilmExhibitionCostPayable","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"143900000","decimals":-5}]},{"name":"rpt:f-523","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-524","factDimensions":{"xbrl:concept":"amch:NumberOfMovieStudioDistributors","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item","srt:StatementGeographicalAxis":"country:US","us-gaap:ConcentrationRiskByBenchmarkAxis":"us-gaap:RevenueFromContractWithCustomerMember","us-gaap:ConcentrationRiskByTypeAxis":"us-gaap:CustomerConcentrationRiskMember"},"factValues":[{"value":"7"}]},{"name":"rpt:f-525","factDimensions":{"xbrl:concept":"us-gaap:ConcentrationRiskPercentage1","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:StatementGeographicalAxis":"country:US","us-gaap:ConcentrationRiskByBenchmarkAxis":"us-gaap:RevenueFromContractWithCustomerMember","us-gaap:ConcentrationRiskByTypeAxis":"us-gaap:CustomerConcentrationRiskMember"},"factValues":[{"value":"0.84","decimals":2}]},{"name":"rpt:f-526","factDimensions":{"xbrl:concept":"us-gaap:ConcentrationRiskPercentage1","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","srt:StatementGeographicalAxis":"srt:EuropeMember","us-gaap:ConcentrationRiskByBenchmarkAxis":"us-gaap:RevenueFromContractWithCustomerMember","us-gaap:ConcentrationRiskByTypeAxis":"us-gaap:CustomerConcentrationRiskMember"},"factValues":[{"value":"0.74","decimals":2}]},{"name":"rpt:f-527","factDimensions":{"xbrl:concept":"amch:NumberOfMovieStudioDistributors","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item","srt:StatementGeographicalAxis":"srt:EuropeMember","us-gaap:ConcentrationRiskByBenchmarkAxis":"us-gaap:RevenueFromContractWithCustomerMember","us-gaap:ConcentrationRiskByTypeAxis":"us-gaap:CustomerConcentrationRiskMember"},"factValues":[{"value":"5"}]},{"name":"rpt:f-528","factDimensions":{"xbrl:concept":"amch:FoodAndBeverageCostsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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-529","factDimensions":{"xbrl:concept":"amch:ScreenAdvertisingPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Exhibitor Services Agreement And Common Unit Adjustment 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 of the significant financing component, 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.
Pursuant to the Company\u2019s Common Unit Adjustment Agreement (the \u201cCUA Agreement\u201d), from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (the \u201cCUA\u201d), 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.
See Note 2\u2014Revenue Recognition and Note\u00a06\u2014Investments for further information regarding the CUA and ESA.
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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 annual membership fee for Premiere 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.
A-List offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies. Revenue is recognized ratably over the enrollment period.
"}]},{"name":"rpt:f-532","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingCostsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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 $22.2 million, $43.6 million, and $28.0 million for the years ended December\u00a031, 2024, December\u00a031, 2023, and December\u00a031, 2022, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.
"}]},{"name":"rpt:f-533","factDimensions":{"xbrl:concept":"us-gaap:AdvertisingExpense","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"22200000","decimals":-5}]},{"name":"rpt:f-534","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-535","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","decimals":-5}]},{"name":"rpt:f-536","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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. As of December 31, 2024, cash and cash equivalents for the U.S. markets and International markets were $513.0 million and $119.3 million, respectively, and as of December 31, 2023, cash and cash equivalents were $752.3 million and $132.0 million, respectively.
"}]},{"name":"rpt:f-537","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"513000000","decimals":-5}]},{"name":"rpt:f-538","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsAtCarryingValue","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"amch:InternationalMarketsMember"},"factValues":[{"value":"119300000","decimals":-5}]},{"name":"rpt:f-539","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-540","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","decimals":-5}]},{"name":"rpt:f-541","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Restricted Cash. Restricted cash includes cash held in the Company's bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company\u2019s insurance and utilities programs. 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, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||||
Cash and cash equivalents | $ | 632.3 | $ | 884.3 | $ | 631.5 | |||
Restricted cash | 48.5 | 27.1 | 22.9 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 680.8 | $ | 911.4 | $ | 654.4 |
As of December 31, 2024, restricted cash for the U.S. markets and International markets were $20.7 million and $27.8 million, respectively. As of December 31, 2023, restricted cash for the U.S. markets and International markets were $0 and $27.1 million, respectively.
"}]},{"name":"rpt:f-542","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
(In millions) | December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||||
Cash and cash equivalents | $ | 632.3 | $ | 884.3 | $ | 631.5 | |||
Restricted cash | 48.5 | 27.1 | 22.9 | ||||||
Total cash and cash equivalents and restricted cash in the statement of cash flows | $ | 680.8 | $ | 911.4 | $ | 654.4 |
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, 2024, December\u00a031, 2023, and December\u00a031, 2022.
"}]},{"name":"rpt:f-557","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-558","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-559","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-6}]},{"name":"rpt:f-560","factDimensions":{"xbrl:concept":"us-gaap:InvestmentPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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. In 2024, the Company reclassified equity earnings and losses to other expense (income), all comparative periods have also been reclassified. 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.
"}]},{"name":"rpt:f-561","factDimensions":{"xbrl:concept":"us-gaap:EmbeddedDerivativeGainLossOnEmbeddedDerivativeNet","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"75800000","decimals":-5}]},{"name":"rpt:f-562","factDimensions":{"xbrl:concept":"us-gaap:GoodwillAndIntangibleAssetsGoodwillPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Goodwill. The Company\u2019s recorded goodwill was $2,301.1\u00a0million and $2,358.7\u00a0million as of December\u00a031, 2024 and December\u00a031, 2023, 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 2023 or 2024. The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2024.
"}]},{"name":"rpt:f-563","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2301100000","decimals":-5}]},{"name":"rpt:f-564","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-565","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportingUnits","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item"},"factValues":[{"value":"2"}]},{"name":"rpt:f-566","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportingUnits","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"amch:item"},"factValues":[{"value":"2"}]},{"name":"rpt:f-567","factDimensions":{"xbrl:concept":"amch:OtherLongTermAssetsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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. Software amortization expense was $23.3 million, $25.4 million, and $34.4 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively. See Note\u00a07\u2014Supplemental Balance Sheet Information for information on the carrying value of capitalized computer software.
"}]},{"name":"rpt:f-568","factDimensions":{"xbrl:concept":"us-gaap:CapitalizedComputerSoftwareAmortization1","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"23300000","decimals":-5}]},{"name":"rpt:f-569","factDimensions":{"xbrl:concept":"us-gaap:CapitalizedComputerSoftwareAmortization1","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"25400000","decimals":-5}]},{"name":"rpt:f-570","factDimensions":{"xbrl:concept":"us-gaap:CapitalizedComputerSoftwareAmortization1","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"34400000","decimals":-5}]},{"name":"rpt:f-571","factDimensions":{"xbrl:concept":"us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2024 and December\u00a031, 2023 was $0.1\u00a0million and $3.0\u00a0million, respectively.
"}]},{"name":"rpt:f-572","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"100000","decimals":-5}]},{"name":"rpt:f-573","factDimensions":{"xbrl:concept":"us-gaap:BankAcceptancesExecutedAndOutstanding","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"3000000","decimals":-5}]},{"name":"rpt:f-574","factDimensions":{"xbrl:concept":"us-gaap:LesseeLeasesPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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-575","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2024, December 31, 2023, and December 31, 2022:
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Impairment of long-lived assets | $ | 72.3 | $ | 106.9 | $ | 133.1 | |||
Impairment of other assets recorded in investment expense (income) | \u2014 | 1.0 | \u2014 | ||||||
Total impairment loss | $ | 72.3 | $ | 107.9 | $ | 133.1 |
During the year ended December 31, 2024, the Company recorded non-cash impairment of long-lived assets of $51.9 million on 39 theatres in the U.S. markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington) and $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.
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 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. 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,\u00a02022, the Company recorded non-cash impairment of long-lived assets of $73.4\u00a0million on 68 theatres in the U.S. markets with 817\u00a0screens and $59.7 million on 53\u00a0theatres in the International markets with 456\u00a0screens, which were related to property, net and operating lease right-of-use assets, net.
"}]},{"name":"rpt:f-576","factDimensions":{"xbrl:concept":"us-gaap:DetailsOfImpairmentOfLongLivedAssetsHeldAndUsedByAssetTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Impairment of long-lived assets | $ | 72.3 | $ | 106.9 | $ | 133.1 | |||
Impairment of other assets recorded in investment expense (income) | \u2014 | 1.0 | \u2014 | ||||||
Total impairment loss | $ | 72.3 | $ | 107.9 | $ | 133.1 |
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 resulting 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-607","factDimensions":{"xbrl:concept":"amch:EmployeeBenefitPlansPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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 UK and Sweden. The Company also sponsors 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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (73.8) | $ | (79.3) | $ | (63.7) | $ | (71.9) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 59.5 | \u00a0 | 58.3 | \u00a0 | 66.6 | \u00a0 | 76.7 | ||||
Net (liability) asset for benefit cost - funded status | $ | (14.3) | $ | (21.0) | $ | 2.9 | $ | 4.8 |
| (1) | As of December 31, 2024 and December 31, 2023, U.S. aggregated accumulated benefit obligations were $73.8 million and $79.3 million, respectively, and International aggregated accumulated benefit obligations were $63.7 million and $71.9 million, respectively. |
The Company expects to contribute $2.4 million to the U.S. pension plans during the year ended December 31, 2025. 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\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2024 | December\u00a031, 2023 | |||||
Discount rate | \u00a0 | 5.43% | 4.76% | 5.18% | 4.53% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.22% | 2.07% |
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 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | |
Discount rate | \u00a0 | 4.76% | 4.97% | 2.66% | 4.53% | 4.82% | 1.79% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.56% | 4.34% | 4.32% | 1.57% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.07% | 2.19% | 2.28% |
Pension actuarial gains and losses are recorded in stockholders\u2019 deficit as a component of accumulated other comprehensive loss. For further information, see Note 14\u2014Accumulated Other Comprehensive Loss for pension amounts and activity recorded in accumulated other comprehensive loss.
For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, net periodic benefit costs (credits) were $1.8 million, $1.4 million, and $(0.6) 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 | ||||
2025 | $ | 4.7 | $ | 3.9 | ||
2026 | \u00a0 | 4.8 | 4.0 | |||
2027 | \u00a0 | 4.9 | 4.1 | |||
2028 | \u00a0 | 5.3 | 4.3 | |||
2029 | \u00a0 | 5.5 | 4.4 | |||
Years 2030 - 2034 | \u00a0 | 27.9 | 24.1 |
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 36%, debt securities of 60%, 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, 2024, for the U.S. investment portfolio, 94% were valued using the net asset value per share (or its equivalent) as a practical expedient and 6% 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, 2024, for the International investment portfolio, 12% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 22% included mutual 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 66% were valued using the net asset value per share (or its equivalent) as a practical expedient.
In June 2023, the High Court in the UK issued a ruling in respect of Virgin Media Limited v NTL Pension Trustees II Limited, that decided certain amendments were invalid for contracted-out salary-related defined benefit pension plans in the period from April 6, 1997 until April 6, 2016, if these amendments were not accompanied by actuarial confirmations (section 37 certificates). An appeal on this decision was heard in June 2024 and The Court of Appeal ruled in July 2024 and upheld the original High Court judgment, removing uncertainty around its application. In light of the ruling, the Company initiated an investigation with its pension trustees, of all known amendments to its two UK defined benefit pension plans during the affected period, with a view to determining whether section 37 certificates have been obtained where deemed required. The initial review concluded that across the two plans there are three documents where a section 37 certificate may have been required but the amendment document is silent. While further legal and actuarial analysis is required, including potentially awaiting further case law, given the nature of the amendments in question the Company does not believe the impact, if any, will be material to the projected benefit obligation. As of December 31, 2024, 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 will continue to monitor and keep the investigation outcomes under review as conclusions develop and/or change as a consequence of any subsequent court decisions, legislation and/or industry action.
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, 2024, December 31, 2023, and December 31, 2022, was $10.5 million, $9.8 million, and $9.0 million, respectively.
"}]},{"name":"rpt:f-608","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||||
Aggregated projected benefit obligation at end of period (1) | $ | (73.8) | $ | (79.3) | $ | (63.7) | $ | (71.9) | ||||
Aggregated fair value of plan assets at end of period | \u00a0 | 59.5 | \u00a0 | 58.3 | \u00a0 | 66.6 | \u00a0 | 76.7 | ||||
Net (liability) asset for benefit cost - funded status | $ | (14.3) | $ | (21.0) | $ | 2.9 | $ | 4.8 |
| (1) | As of December 31, 2024 and December 31, 2023, U.S. aggregated accumulated benefit obligations were $73.8 million and $79.3 million, respectively, and International aggregated accumulated benefit obligations were $63.7 million and $71.9 million, respectively. |
The weighted-average assumptions used to determine benefit obligations are as follows:
U.S. Pension Benefits | International Pension Benefits | |||||||
December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2024 | December\u00a031, 2023 | |||||
Discount rate | \u00a0 | 5.43% | 4.76% | 5.18% | 4.53% | |||
Rate of compensation increase | \u00a0 | N/A | N/A | 2.22% | 2.07% |
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 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | \u00a0\u00a0\u00a0\u00a0 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | \u00a0\u00a0\u00a0\u00a0 | 2022 | |
Discount rate | \u00a0 | 4.76% | 4.97% | 2.66% | 4.53% | 4.82% | 1.79% | |||||
Weighted average expected long-term return on plan assets | \u00a0 | 6.56% | 6.56% | 6.56% | 4.34% | 4.32% | 1.57% | |||||
Rate of compensation increase | \u00a0 | N/A | N/A | N/A | 2.07% | 2.19% | 2.28% |
(In millions) | U.S. Pension Benefits | International Pension Benefits | ||||
2025 | $ | 4.7 | $ | 3.9 | ||
2026 | \u00a0 | 4.8 | 4.0 | |||
2027 | \u00a0 | 4.9 | 4.1 | |||
2028 | \u00a0 | 5.3 | 4.3 | |||
2029 | \u00a0 | 5.5 | 4.4 | |||
Years 2030 - 2034 | \u00a0 | 27.9 | 24.1 |
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-676","factDimensions":{"xbrl:concept":"amch:CasualtyInsurancePolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2024 and December\u00a031, 2023, the Company recorded casualty insurance reserves of $25.7 million and $22.8\u00a0million, respectively. The Company recorded expenses related to general liability and workers\u2019 compensation claims of $65.5\u00a0million, $53.1\u00a0million, and $49.8\u00a0million for the years ended December\u00a031, 2024, December\u00a031, 2023, and December\u00a031, 2022, respectively. Casualty insurance expense is recorded in operating expense.
"}]},{"name":"rpt:f-677","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredAmountPerOccurrence","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1000000","decimals":-5}]},{"name":"rpt:f-678","factDimensions":{"xbrl:concept":"amch:GeneralLiabilitySelfInsuredDeductibleLimitPerOccurrence","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"500000","decimals":-5}]},{"name":"rpt:f-679","factDimensions":{"xbrl:concept":"us-gaap:SelfInsuranceReserve","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"25700000","decimals":-5}]},{"name":"rpt:f-680","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-681","factDimensions":{"xbrl:concept":"amch:GeneralLiabilityAndWorkersCompensationExpense","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"65500000","decimals":-5}]},{"name":"rpt:f-682","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-683","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-684","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistancePolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2024, the Company recognized government assistance in other income of $0.1 million related to government assistance for theatres impacted by flooding in Spain. During the year ended December 31, 2023, the Company recognized government assistance in other income 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 $4.5 million, $3.2 million and $1.9 million of government assistance as reduction to property, net during the years ended December 31, 2024, 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 years ended December 31, 2024 and December 31, 2023, the Company was awarded $9.7 million and $10.0 million, respectively, 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 are granted by the government to support entities in the film exhibition industry. The Company has recorded these credits as reductions to operating expense during 2024 and rent and operating expense during 2023 as those expenses were the basis for the tax credits awarded.
"}]},{"name":"rpt:f-685","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistanceNonoperatingIncome","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"100000","decimals":-5}]},{"name":"rpt:f-686","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistanceNonoperatingIncome","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-687","factDimensions":{"xbrl:concept":"us-gaap:GovernmentAssistanceNonoperatingIncome","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-688","factDimensions":{"xbrl:concept":"amch:GovernmentAssistanceRecognizedAsReductionToPropertyPlantAndEquipmentNet","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4500000","decimals":-5}]},{"name":"rpt:f-689","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-690","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-691","factDimensions":{"xbrl:concept":"us-gaap:IncomeTaxCreditsAndAdjustments","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"9700000","decimals":-5}]},{"name":"rpt:f-692","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","decimals":-5}]},{"name":"rpt:f-693","factDimensions":{"xbrl:concept":"amch:OtherExpensePolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Other Expense (Income): The following table sets forth the components of other expense (income):
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | \u2014 | $ | (0.2) | |||
Governmental assistance \u2013 International markets | (0.1) | (3.8) | (23.0) | ||||||
Governmental assistance \u2013 U.S. markets | \u2014 | (1.0) | (2.8) | ||||||
Foreign currency transaction (gains) losses | 7.0 | (17.8) | (12.3) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.8 | 1.4 | (0.6) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | \u2014 | 47.7 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | \u2014 | 54.4 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | \u2014 | 32.9 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (40.3) | (140.5) | (75.0) | ||||||
Loss on extinguishment - Senior Subordinated Notes due 2025 | 2.7 | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (1.3) | (2.3) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | \u2014 | (3.7) | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | \u2014 | 36.5 | ||||||
Term Loan modification - third party fees | 42.3 | \u2014 | \u2014 | ||||||
Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030 | (75.8) | \u2014 | \u2014 | ||||||
Equity in (earnings) loss of non-consolidated entities | (12.4) | (7.7) | 1.6 | ||||||
Derivative stockholder settlement | \u2014 | (14.0) | \u2014 | ||||||
Shareholder litigation expense and (recoveries) | (40.2) | 110.2 | \u2014 | ||||||
Vendor dispute settlement | (36.2) | \u2014 | \u2014 | ||||||
Other settlement proceeds | (3.6) | \u2014 | \u2014 | ||||||
(0.1) | (1.3) | (0.3) | |||||||
Other expense (income) | $ | (156.2) | $ | (76.8) | $ | 55.2 |
Year Ended | |||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Credit income related to contingent lease guarantees | $ | \u2014 | $ | \u2014 | $ | (0.2) | |||
Governmental assistance \u2013 International markets | (0.1) | (3.8) | (23.0) | ||||||
Governmental assistance \u2013 U.S. markets | \u2014 | (1.0) | (2.8) | ||||||
Foreign currency transaction (gains) losses | 7.0 | (17.8) | (12.3) | ||||||
Non-operating components of net periodic benefit cost (income) | 1.8 | 1.4 | (0.6) | ||||||
Loss on extinguishment - First Lien Notes due 2025 | \u2014 | \u2014 | 47.7 | ||||||
Loss on extinguishment - First Lien Notes due 2026 | \u2014 | \u2014 | 54.4 | ||||||
Loss on extinguishment - First Lien Toggle Notes due 2026 | \u2014 | \u2014 | 32.9 | ||||||
Gain on extinguishment - Second Lien Notes due 2026 | (40.3) | (140.5) | (75.0) | ||||||
Loss on extinguishment - Senior Subordinated Notes due 2025 | 2.7 | \u2014 | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2026 | (1.3) | (2.3) | \u2014 | ||||||
Gain on extinguishment - Senior Subordinated Notes due 2027 | \u2014 | \u2014 | (3.7) | ||||||
Loss on extinguishment - Odeon Term Loan Facility | \u2014 | \u2014 | 36.5 | ||||||
Term Loan modification - third party fees | 42.3 | \u2014 | \u2014 | ||||||
Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030 | (75.8) | \u2014 | \u2014 | ||||||
Equity in (earnings) loss of non-consolidated entities | (12.4) | (7.7) | 1.6 | ||||||
Derivative stockholder settlement | \u2014 | (14.0) | \u2014 | ||||||
Shareholder litigation expense and (recoveries) | (40.2) | 110.2 | \u2014 | ||||||
Vendor dispute settlement | (36.2) | \u2014 | \u2014 | ||||||
Other settlement proceeds | (3.6) | \u2014 | \u2014 | ||||||
(0.1) | (1.3) | (0.3) | |||||||
Other expense (income) | $ | (156.2) | $ | (76.8) | $ | 55.2 |
Accounting Pronouncements Recently 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 and other additional information related to the Company\u2019s segments. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and has applied the amendments retrospectively. See Note 13\u2014Segment Reporting for the required disclosure information resulting from ASU 2023-07.
Accounting Pronouncements Issued Not Yet Adopted
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.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASC 2024-03, Income Statement (Subtopic 220-40)\u2014Reporting Comprehensive Income-Expense Disaggregation Disclosures (\u201cASU 2024-03\u201d). The amendments in ASU 2024-03 require that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. ASU 2024-03 is effective for the Company for the year ended December 31, 2027.
Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued ASC 2024-04, Debt\u2014Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments (\u201cASU 2024-04\u201d). The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025. The Company is evaluating the impact of ASU 2024-04 on its consolidated financial statements.
"}]},{"name":"rpt:f-735","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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,\u00a02024 | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | ||||||
Major revenue types | |||||||||
Admissions | $ | 2,560.5 | $ | 2,690.5 | $ | 2,201.4 | |||
Food and beverage | 1,624.9 | 1,669.8 | 1,313.7 | ||||||
Other theatre: | |||||||||
Advertising | 132.9 | 129.5 | 122.7 | ||||||
Other theatre | 318.9 | 322.8 | 273.6 | ||||||
Other theatre | 451.8 | 452.3 | 396.3 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02024 | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 4,224.7 | $ | 4,424.1 | $ | 3,579.9 | |||
Products and services transferred over time (1) | 412.5 | 388.5 | 331.5 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
| (1) | Amounts primarily include subscription and advertising revenues. |
The following tables provide the balances of receivables, net and deferred revenues and income:
(In millions) | December\u00a031,\u00a02024 | December 31, 2023 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 86.0 | $ | 113.5 | ||
Miscellaneous receivables | 82.1 | 90.2 | ||||
Receivables, net | $ | 168.1 | $ | 203.7 |
(In millions) | December\u00a031,\u00a02024 | December 31, 2023 | ||||
Current liabilities | ||||||
Deferred revenues related to contracts with customers | $ | 425.6 | $ | 415.3 | ||
Miscellaneous deferred income | 6.8 | 6.5 | ||||
Deferred revenues and income | $ | 432.4 | $ | 421.8 |
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, 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 | |
Cash received in advance (1) | 354.1 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 22.6 | ||
Food and beverage revenues (2) | 39.5 | ||
Other theatre revenues (2) | (2.6) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (254.1) | ||
Food and beverage revenues (3) | (75.8) | ||
Other theatre revenues (4) | (73.2) | ||
Foreign currency translation adjustment | (0.2) | ||
Balance December 31, 2024 | $ | 425.6 |
| (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, 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 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (22.6) | ||
Balance December 31, 2024 | $ | 464.0 |
| (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. However, under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the effective date of the Plan. On August 13, 2023, in response to an appeal by the Company regarding certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not similarly granted to the Company and appeal of the court\u2019s order to approve cancellation of the NCM Common Unit issuance, the United States District Court for the Southern District of Texas affirmed the rulings of the bankruptcy court, including confirmation of the Plan. The Company filed an appeal to these rulings with the United States Court of Appeals for the Fifth Circuit and such appeal remains pending. The Company does not expect NCM\u2019s bankruptcy or the appeal 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, 2024:
(In millions) | Exhibitor Services Agreement | ||
Year ended 2025 | $ | 24.4 | |
Year ended 2026 | 26.2 | ||
Year ended 2027 | 28.2 | ||
Year ended 2028 | 30.4 | ||
Year ended 2029 | 32.8 | ||
Years ended 2030 through February 2037 | 322.0 | ||
Total | $ | 464.0 |
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, 2024 was $327.9\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, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income was $79.3\u00a0million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. Subscription membership fees and loyalty membership fees are recognized ratably over their respective membership periods.
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.
"}]},{"name":"rpt:f-736","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02024 | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | ||||||
Major revenue types | |||||||||
Admissions | $ | 2,560.5 | $ | 2,690.5 | $ | 2,201.4 | |||
Food and beverage | 1,624.9 | 1,669.8 | 1,313.7 | ||||||
Other theatre: | |||||||||
Advertising | 132.9 | 129.5 | 122.7 | ||||||
Other theatre | 318.9 | 322.8 | 273.6 | ||||||
Other theatre | 451.8 | 452.3 | 396.3 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
Year Ended | |||||||||
(In millions) | December\u00a031,\u00a02024 | December\u00a031,\u00a02023 | December\u00a031,\u00a02022 | ||||||
Timing of revenue recognition | |||||||||
Products and services transferred at a point in time | $ | 4,224.7 | $ | 4,424.1 | $ | 3,579.9 | |||
Products and services transferred over time (1) | 412.5 | 388.5 | 331.5 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
| (1) | Amounts primarily include subscription and advertising revenues. |
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(In millions) | December\u00a031,\u00a02024 | December 31, 2023 | ||||
Current assets | ||||||
Receivables related to contracts with customers | $ | 86.0 | $ | 113.5 | ||
Miscellaneous receivables | 82.1 | 90.2 | ||||
Receivables, net | $ | 168.1 | $ | 203.7 |
(In millions) | December\u00a031,\u00a02024 | December 31, 2023 | ||||
Current liabilities | ||||||
Deferred revenues related to contracts with customers | $ | 425.6 | $ | 415.3 | ||
Miscellaneous deferred income | 6.8 | 6.5 | ||||
Deferred revenues and income | $ | 432.4 | $ | 421.8 |
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Deferred Revenues | |||
Related to Contracts | |||
(In millions) | with Customers | ||
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 | |
Cash received in advance (1) | 354.1 | ||
Customer loyalty rewards accumulated, net of expirations: | |||
Admission revenues (2) | 22.6 | ||
Food and beverage revenues (2) | 39.5 | ||
Other theatre revenues (2) | (2.6) | ||
Reclassification to revenue as the result of performance obligations satisfied: | |||
Admission revenues (3) | (254.1) | ||
Food and beverage revenues (3) | (75.8) | ||
Other theatre revenues (4) | (73.2) | ||
Foreign currency translation adjustment | (0.2) | ||
Balance December 31, 2024 | $ | 425.6 |
| (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, 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 | ||
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied | (22.6) | ||
Balance December 31, 2024 | $ | 464.0 |
| (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 2025 | $ | 24.4 | |
Year ended 2026 | 26.2 | ||
Year ended 2027 | 28.2 | ||
Year ended 2028 | 30.4 | ||
Year ended 2029 | 32.8 | ||
Years ended 2030 through February 2037 | 322.0 | ||
Total | $ | 464.0 |
NOTE 3\u2014LEASES
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 | 2024 | 2023 | 2022 | |||||||
Operating lease cost | |||||||||||
Theatre properties | Rent | $ | 775.3 | $ | 788.1 | $ | 812.0 | ||||
Theatre properties | Operating expense | 5.6 | 2.0 | 5.4 | |||||||
Equipment | Operating expense | 31.1 | 17.5 | 8.6 | |||||||
Office and other | General and administrative: other | 5.4 | 5.4 | 5.3 | |||||||
Finance lease cost | |||||||||||
Amortization of finance lease assets | Depreciation and amortization | 2.7 | 2.0 | 2.6 | |||||||
Interest expense on lease liabilities | Interest expense | 3.4 | 3.7 | 4.1 | |||||||
Variable lease cost | |||||||||||
Theatre properties | Rent | 98.3 | 85.4 | 74.2 | |||||||
Theatre properties | Interest expense | 2.0 | \u2014 | \u2014 | |||||||
Equipment | Operating expense | 65.4 | 63.3 | 60.0 | |||||||
Total lease cost | $ | 989.2 | $ | 967.4 | $ | 972.2 |
The following table represents the weighted-average remaining lease term and discount rate as of December\u00a031, 2024:
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 8.1 | 10.7% | ||||
Finance leases | 13.2 | 6.4% |
Cash flow and supplemental information is presented below:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2024 | 2023 | 2022 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||
Operating cash flows used in finance leases | $ | (3.4) | $ | (3.7) | $ | (3.8) | |||
Operating cash flows used in operating leases | (925.1) | (986.4) | (1,032.4) | ||||||
Financing cash flows used in finance leases | (4.6) | (5.6) | (9.4) | ||||||
Landlord contributions: | |||||||||
Operating cash flows provided by operating leases | 31.8 | 23.9 | 19.9 | ||||||
Supplemental disclosure of noncash leasing activities: | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 196.3 | 214.1 | 277.3 | ||||||
Right-of-use assets obtained in exchange for new finance lease liabilities (1) | 2.6 | \u2014 | \u2014 |
| (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, 2024 are as follows:
Operating Lease | Finance Lease | |||||
(In millions) | Payments | Payments | ||||
2025 | 911.2 | 7.4 | ||||
2026 | 858.3 | 7.5 | ||||
2027 | 796.2 | 7.4 | ||||
2028 | 709.6 | 7.4 | ||||
2029 | 604.8 | 7.3 | ||||
Thereafter | 2,295.6 | 38.0 | ||||
Total lease payments | 6,175.7 | 75.0 | ||||
Less imputed interest | (2,023.2) | (25.7) | ||||
Total operating and finance lease liabilities, respectively | $ | 4,152.5 | $ | 49.3 |
As of December\u00a031, 2024, the Company had signed additional operating lease agreements for six theatres that have not yet commenced. The leases have terms ranging from 10 to 20 years and total lease payments of approximately $107.3\u00a0million. 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-818","factDimensions":{"xbrl:concept":"us-gaap:LeaseCostTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | |||||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||||
(In millions) | Consolidated Statements of Operations | 2024 | 2023 | 2022 | |||||||
Operating lease cost | |||||||||||
Theatre properties | Rent | $ | 775.3 | $ | 788.1 | $ | 812.0 | ||||
Theatre properties | Operating expense | 5.6 | 2.0 | 5.4 | |||||||
Equipment | Operating expense | 31.1 | 17.5 | 8.6 | |||||||
Office and other | General and administrative: other | 5.4 | 5.4 | 5.3 | |||||||
Finance lease cost | |||||||||||
Amortization of finance lease assets | Depreciation and amortization | 2.7 | 2.0 | 2.6 | |||||||
Interest expense on lease liabilities | Interest expense | 3.4 | 3.7 | 4.1 | |||||||
Variable lease cost | |||||||||||
Theatre properties | Rent | 98.3 | 85.4 | 74.2 | |||||||
Theatre properties | Interest expense | 2.0 | \u2014 | \u2014 | |||||||
Equipment | Operating expense | 65.4 | 63.3 | 60.0 | |||||||
Total lease cost | $ | 989.2 | $ | 967.4 | $ | 972.2 |
Weighted Average | Weighted Average | |||||
Remaining | Discount | |||||
Lease Term and Discount Rate | Lease Term (years) | Rate | ||||
Operating leases | 8.1 | 10.7% | ||||
Finance leases | 13.2 | 6.4% |
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2024 | 2023 | 2022 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||
Operating cash flows used in finance leases | $ | (3.4) | $ | (3.7) | $ | (3.8) | |||
Operating cash flows used in operating leases | (925.1) | (986.4) | (1,032.4) | ||||||
Financing cash flows used in finance leases | (4.6) | (5.6) | (9.4) | ||||||
Landlord contributions: | |||||||||
Operating cash flows provided by operating leases | 31.8 | 23.9 | 19.9 | ||||||
Supplemental disclosure of noncash leasing activities: | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (1) | 196.3 | 214.1 | 277.3 | ||||||
Right-of-use assets obtained in exchange for new finance lease liabilities (1) | 2.6 | \u2014 | \u2014 |
| (1) | Includes lease extensions and option exercises. |
Operating Lease | Finance Lease | |||||
(In millions) | Payments | Payments | ||||
2025 | 911.2 | 7.4 | ||||
2026 | 858.3 | 7.5 | ||||
2027 | 796.2 | 7.4 | ||||
2028 | 709.6 | 7.4 | ||||
2029 | 604.8 | 7.3 | ||||
Thereafter | 2,295.6 | 38.0 | ||||
Total lease payments | 6,175.7 | 75.0 | ||||
Less imputed interest | (2,023.2) | (25.7) | ||||
Total operating and finance lease liabilities, respectively | $ | 4,152.5 | $ | 49.3 |
NOTE 4\u2014PROPERTY
A summary of property is as follows:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||
Property owned: | ||||||
Land | $ | 62.3 | $ | 62.6 | ||
Buildings and improvements | \u00a0 | 205.5 | \u00a0 | 205.8 | ||
Leasehold improvements | \u00a0 | 2,018.6 | \u00a0 | 1,958.3 | ||
Furniture, fixtures and equipment | \u00a0 | 2,386.6 | \u00a0 | 2,387.0 | ||
\u00a0 | 4,673.0 | \u00a0 | 4,613.7 | |||
Less: accumulated depreciation | \u00a0 | 3,265.1 | \u00a0 | 3,091.7 | ||
1,407.9 | 1,522.0 | |||||
Property leased under finance leases: | ||||||
Building and improvements | 57.4 | 56.5 | ||||
Less: accumulated depreciation and amortization | 23.0 | 18.1 | ||||
34.4 | 38.4 | |||||
$ | 1,442.3 | $ | 1,560.4 |
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 |
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 $295.4 million, $337.5 million, and $359.0 million for the years ended December\u00a031, 2024, December\u00a031, 2023 and December\u00a031, 2022, respectively.
"}]},{"name":"rpt:f-895","factDimensions":{"xbrl:concept":"amch:ScheduleOfPropertyPlantAndEquipmentComponentsTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||
Property owned: | ||||||
Land | $ | 62.3 | $ | 62.6 | ||
Buildings and improvements | \u00a0 | 205.5 | \u00a0 | 205.8 | ||
Leasehold improvements | \u00a0 | 2,018.6 | \u00a0 | 1,958.3 | ||
Furniture, fixtures and equipment | \u00a0 | 2,386.6 | \u00a0 | 2,387.0 | ||
\u00a0 | 4,673.0 | \u00a0 | 4,613.7 | |||
Less: accumulated depreciation | \u00a0 | 3,265.1 | \u00a0 | 3,091.7 | ||
1,407.9 | 1,522.0 | |||||
Property leased under finance leases: | ||||||
Building and improvements | 57.4 | 56.5 | ||||
Less: accumulated depreciation and amortization | 23.0 | 18.1 | ||||
34.4 | 38.4 | |||||
$ | 1,442.3 | $ | 1,560.4 |
Buildings and improvements | \u00a0\u00a0\u00a0\u00a0 | 1 to 40 years |
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, 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 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | (72.5) | 14.9 | (57.6) | (72.5) | 14.9 | (57.6) | ||||||||||||||||||
Balance December 31, 2024 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,517.0 | $ | (1,012.4) | $ | 504.6 | $ | 4,589.6 | $ | (2,288.5) | $ | 2,301.1 |
Detail of other intangible assets is presented below:
December\u00a031, 2024 | December\u00a031, 2023 | \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 | 1 year | $ | 1.7 | $ | (1.6) | $ | 1.7 | $ | (1.6) | |||||
Starplex trade name | 2 years | 7.9 | (6.6) | 7.9 | (5.7) | ||||||||||
Total, amortizable | $ | 9.6 | $ | (8.2) | $ | 9.6 | $ | (7.3) | |||||||
Non-amortizing intangible assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 36.0 | 37.3 | |||||||||||||
Nordic trade names | 2.5 | 2.7 | |||||||||||||
Total, unamortizable | $ | 142.9 | $ | 144.4 |
Amortization expense associated with the intangible assets noted above is as follows:
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | ||||
Recorded amortization | $ | 0.8 | $ | 2.1 | $ | 2.6 |
"}]},{"name":"rpt:f-929","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 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 | |||||||||
Currency translation adjustment | \u2014 | \u2014 | \u2014 | (72.5) | 14.9 | (57.6) | (72.5) | 14.9 | (57.6) | ||||||||||||||||||
Balance December 31, 2024 | $ | 3,072.6 | $ | (1,276.1) | $ | 1,796.5 | $ | 1,517.0 | $ | (1,012.4) | $ | 504.6 | $ | 4,589.6 | $ | (2,288.5) | $ | 2,301.1 |
"}]},{"name":"rpt:f-930","factDimensions":{"xbrl:concept":"us-gaap:GoodwillGross","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"3072600000","decimals":-5}]},{"name":"rpt:f-931","factDimensions":{"xbrl:concept":"us-gaap:GoodwillImpairedAccumulatedImpairmentLoss","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"1276100000","decimals":-5}]},{"name":"rpt:f-932","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"1796500000","decimals":-5}]},{"name":"rpt:f-933","factDimensions":{"xbrl:concept":"us-gaap:GoodwillGross","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"1521800000","decimals":-5}]},{"name":"rpt:f-934","factDimensions":{"xbrl:concept":"us-gaap:GoodwillImpairedAccumulatedImpairmentLoss","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"976300000","decimals":-5}]},{"name":"rpt:f-935","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"545500000","decimals":-5}]},{"name":"rpt:f-936","factDimensions":{"xbrl:concept":"us-gaap:GoodwillGross","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4594400000","decimals":-5}]},{"name":"rpt:f-937","factDimensions":{"xbrl:concept":"us-gaap:GoodwillImpairedAccumulatedImpairmentLoss","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2252400000","decimals":-5}]},{"name":"rpt:f-938","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2342000000","decimals":-5}]},{"name":"rpt:f-939","factDimensions":{"xbrl:concept":"amch:GoodwillImpairedForeignCurrencyTranslationGainLossGross","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"67700000","decimals":-5}]},{"name":"rpt:f-940","factDimensions":{"xbrl:concept":"amch:GoodwillImpairedAccumulatedImpairmentLossForeignCurrencyTranslationGainLoss","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"-51000000","decimals":-5}]},{"name":"rpt:f-941","factDimensions":{"xbrl:concept":"us-gaap:GoodwillForeignCurrencyTranslationGainLoss","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"16700000","decimals":-5}]},{"name":"rpt:f-942","factDimensions":{"xbrl:concept":"amch:GoodwillImpairedForeignCurrencyTranslationGainLossGross","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"67700000","decimals":-5}]},{"name":"rpt:f-943","factDimensions":{"xbrl:concept":"amch:GoodwillImpairedAccumulatedImpairmentLossForeignCurrencyTranslationGainLoss","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-51000000","decimals":-5}]},{"name":"rpt:f-944","factDimensions":{"xbrl:concept":"us-gaap:GoodwillForeignCurrencyTranslationGainLoss","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"16700000","decimals":-5}]},{"name":"rpt:f-945","factDimensions":{"xbrl:concept":"us-gaap:GoodwillGross","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"3072600000","decimals":-5}]},{"name":"rpt:f-946","factDimensions":{"xbrl:concept":"us-gaap:GoodwillImpairedAccumulatedImpairmentLoss","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"country:US"},"factValues":[{"value":"1276100000","decimals":-5}]},{"name":"rpt:f-947","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:Statement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period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","srt:StatementGeographicalAxis":"us-gaap:NonUsMember"},"factValues":[{"value":"504600000","decimals":-5}]},{"name":"rpt:f-966","factDimensions":{"xbrl:concept":"us-gaap:GoodwillGross","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4589600000","decimals":-5}]},{"name":"rpt:f-967","factDimensions":{"xbrl:concept":"us-gaap:GoodwillImpairedAccumulatedImpairmentLoss","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2288500000","decimals":-5}]},{"name":"rpt:f-968","factDimensions":{"xbrl:concept":"us-gaap:Goodwill","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2301100000","decimals":-5}]},{"name":"rpt:f-969","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
December\u00a031, 2024 | December\u00a031, 2023 | \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 | 1 year | $ | 1.7 | $ | (1.6) | $ | 1.7 | $ | (1.6) | |||||
Starplex trade name | 2 years | 7.9 | (6.6) | 7.9 | (5.7) | ||||||||||
Total, amortizable | $ | 9.6 | $ | (8.2) | $ | 9.6 | $ | (7.3) | |||||||
Non-amortizing intangible assets: | |||||||||||||||
AMC trademark | $ | 104.4 | $ | 104.4 | |||||||||||
Odeon trade names | 36.0 | 37.3 | |||||||||||||
Nordic trade names | 2.5 | 2.7 | |||||||||||||
Total, unamortizable | $ | 142.9 | $ | 144.4 |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | ||||
Recorded amortization | $ | 0.8 | $ | 2.1 | $ | 2.6 |
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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, 2024, include interests in DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, of 18.4%, Digital Cinema Media Limited (\u201cDCM\u201d) of 50.0%, Handelsbolaget Svenska Bio Lidingo of 50.0%, Bergen Kino AS of 49.0%, Odeon Kino Stavanger/Sandnes AS of 49.0%, CAPA Kinoreklame AS (\u201cCapa\u201d) of 50.0% and Vasteras Biografer, Aktiebolaget Svensk Filmindustri & Co (\u201cVasteras\u201d) of 50.0%. Through its various investments the Company has interests in four U.S. motion picture theatres and 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, with each unit consisting of one common share of Hycroft and one common share purchase warrant. 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.
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 expense (income). During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $3.0 million $12.6 million and $6.3 million, respectively, in investment expense (income), respectively.
NCM Transactions
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. 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, 2022, DCIP ceased operations and the Company received a liquidation distribution of $3.4 million which the Company recorded as equity in earnings.
Summary Financial Information
Investments in non-consolidated affiliates accounted for under the equity method as of December\u00a031, 2024, 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\u00a031, 2024 | December\u00a031, 2023 | |||
Current assets | $ | 230.8 | $ | 263.8 | ||
Noncurrent assets | 199.0 | \u00a0 | 224.7 | |||
Total assets | 429.8 | \u00a0 | 488.5 | |||
Current liabilities | 280.4 | \u00a0 | 130.9 | |||
Noncurrent liabilities | 231.5 | \u00a0 | 385.0 | |||
Total liabilities | 511.9 | \u00a0 | 515.9 | |||
Stockholders\u2019 deficit | (82.1) | \u00a0 | (27.4) | |||
Liabilities and stockholders\u2019 deficit | 429.8 | \u00a0 | 488.5 | |||
The Company\u2019s recorded investment | 53.6 | 56.4 |
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 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | 2022 | ||||
Revenues | $ | 473.5 | $ | 425.6 | $ | 412.8 | |||
Operating costs and expenses | 489.9 | 449.9 | 498.2 | ||||||
Net loss | $ | (16.4) | $ | (24.3) | $ | (85.4) |
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\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | |||
Due from DCM for on-screen advertising revenue | $ | 3.9 | $ | 3.3 | ||
Loan receivable from DCM | 0.6 | 0.6 | ||||
Due to AC JV for Fathom Events programming | (1.5) | (2.3) | ||||
Loan receivable from Vasteras | 0.8 | 1.0 | ||||
Due from Capa for on-screen advertising revenue | 1.4 | 1.4 | ||||
Due to Vasteras | (0.6) | (0.9) | ||||
Due to U.S. theatre partnerships | (0.7) | (0.6) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | |||||||
DCM screen advertising revenues | Other revenues | $ | 17.8 | $ | 18.8 | $ | 17.0 | ||||
DCDC content delivery services | Operating expense | 1.3 | 1.4 | 1.0 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 29.6 | 17.5 | 11.6 | |||||||
Screenvision screen advertising revenues | Other revenues | 7.3 | 8.7 | 6.9 | |||||||
Capa advertising revenues | Other revenues | 1.6 | 1.1 | 2.4 |
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(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | December\u00a031, 2023 | |||
Current assets | $ | 230.8 | $ | 263.8 | ||
Noncurrent assets | 199.0 | \u00a0 | 224.7 | |||
Total assets | 429.8 | \u00a0 | 488.5 | |||
Current liabilities | 280.4 | \u00a0 | 130.9 | |||
Noncurrent liabilities | 231.5 | \u00a0 | 385.0 | |||
Total liabilities | 511.9 | \u00a0 | 515.9 | |||
Stockholders\u2019 deficit | (82.1) | \u00a0 | (27.4) | |||
Liabilities and stockholders\u2019 deficit | 429.8 | \u00a0 | 488.5 | |||
The Company\u2019s recorded investment | 53.6 | 56.4 |
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 | 2024 | \u00a0\u00a0\u00a0\u00a0 | 2023 | 2022 | ||||
Revenues | $ | 473.5 | $ | 425.6 | $ | 412.8 | |||
Operating costs and expenses | 489.9 | 449.9 | 498.2 | ||||||
Net loss | $ | (16.4) | $ | (24.3) | $ | (85.4) |
As of | \u00a0\u00a0\u00a0\u00a0 | As of | ||||
(In millions) | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | |||
Due from DCM for on-screen advertising revenue | $ | 3.9 | $ | 3.3 | ||
Loan receivable from DCM | 0.6 | 0.6 | ||||
Due to AC JV for Fathom Events programming | (1.5) | (2.3) | ||||
Loan receivable from Vasteras | 0.8 | 1.0 | ||||
Due from Capa for on-screen advertising revenue | 1.4 | 1.4 | ||||
Due to Vasteras | (0.6) | (0.9) | ||||
Due to U.S. theatre partnerships | (0.7) | (0.6) |
Year Ended | |||||||||||
(In\u00a0millions) | Consolidated Statements of Operations | December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | |||||||
DCM screen advertising revenues | Other revenues | $ | 17.8 | $ | 18.8 | $ | 17.0 | ||||
DCDC content delivery services | Operating expense | 1.3 | 1.4 | 1.0 | |||||||
Gross exhibition cost on AC JV Fathom Events programming | Film exhibition costs | 29.6 | 17.5 | 11.6 | |||||||
Screenvision screen advertising revenues | Other revenues | 7.3 | 8.7 | 6.9 | |||||||
Capa advertising revenues | Other revenues | 1.6 | 1.1 | 2.4 |
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NOTE 7\u2014SUPPLEMENTAL BALANCE SHEET INFORMATION
Other assets and liabilities consist of the following:
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||
Other current assets: | ||||||
Income taxes receivable | $ | 1.4 | $ | 1.5 | ||
Prepaids | \u00a0 | 36.0 | \u00a0 | 32.5 | ||
Merchandise inventory | \u00a0 | 51.2 | \u00a0 | 39.5 | ||
Other | \u00a0 | 9.7 | \u00a0 | 14.5 | ||
$ | 98.3 | $ | 88.0 | |||
Other long-term assets: | ||||||
Investments in real estate | $ | 3.5 | $ | 3.6 | ||
Deferred financing costs revolving credit facility | \u00a0 | \u2014 | \u00a0 | 0.7 | ||
Investments in equity method investees | \u00a0 | 53.6 | \u00a0 | 56.4 | ||
Computer software | \u00a0 | 86.4 | \u00a0 | 76.6 | ||
Investment in common stock | \u00a0 | 10.4 | \u00a0 | 10.4 | ||
Pension asset | 14.2 | 17.2 | ||||
Investment in Hycroft common stock (1) | 5.3 | 5.8 | ||||
Investment in Hycroft warrants (1) | 0.8 | 3.3 | ||||
Other | \u00a0 | 18.3 | \u00a0 | 21.8 | ||
$ | 192.5 | $ | 195.8 | |||
Accrued expenses and other liabilities: | ||||||
Taxes other than income | $ | 79.8 | $ | 76.4 | ||
Interest | \u00a0 | 43.1 | \u00a0 | 50.3 | ||
Payroll and vacation | \u00a0 | 57.9 | \u00a0 | 50.4 | ||
Current portion of casualty claims and premiums | \u00a0 | 9.8 | \u00a0 | 9.3 | ||
Accrued bonus | \u00a0 | 47.7 | \u00a0 | 56.7 | ||
Accrued licensing and variable rent | \u00a0 | 27.5 | \u00a0 | 24.6 | ||
Current portion of pension | 0.2 | 0.1 | ||||
Group insurance reserve | 1.5 | 3.4 | ||||
Accrued tax payable | 1.5 | 1.7 | ||||
Other | \u00a0 | 71.6 | \u00a0 | 77.9 | ||
$ | 340.6 | $ | 350.8 | |||
Other long-term liabilities: | ||||||
Pension | $ | 25.4 | $ | 33.3 | ||
Casualty claims and premiums | \u00a0 | 16.2 | \u00a0 | 13.5 | ||
Contingencies | 9.4 | 18.7 | ||||
Other | \u00a0 | 30.9 | \u00a0 | 37.2 | ||
$ | 81.9 | $ | 102.7 |
| (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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | ||
Other current assets: | ||||||
Income taxes receivable | $ | 1.4 | $ | 1.5 | ||
Prepaids | \u00a0 | 36.0 | \u00a0 | 32.5 | ||
Merchandise inventory | \u00a0 | 51.2 | \u00a0 | 39.5 | ||
Other | \u00a0 | 9.7 | \u00a0 | 14.5 | ||
$ | 98.3 | $ | 88.0 | |||
Other long-term assets: | ||||||
Investments in real estate | $ | 3.5 | $ | 3.6 | ||
Deferred financing costs revolving credit facility | \u00a0 | \u2014 | \u00a0 | 0.7 | ||
Investments in equity method investees | \u00a0 | 53.6 | \u00a0 | 56.4 | ||
Computer software | \u00a0 | 86.4 | \u00a0 | 76.6 | ||
Investment in common stock | \u00a0 | 10.4 | \u00a0 | 10.4 | ||
Pension asset | 14.2 | 17.2 | ||||
Investment in Hycroft common stock (1) | 5.3 | 5.8 | ||||
Investment in Hycroft warrants (1) | 0.8 | 3.3 | ||||
Other | \u00a0 | 18.3 | \u00a0 | 21.8 | ||
$ | 192.5 | $ | 195.8 | |||
Accrued expenses and other liabilities: | ||||||
Taxes other than income | $ | 79.8 | $ | 76.4 | ||
Interest | \u00a0 | 43.1 | \u00a0 | 50.3 | ||
Payroll and vacation | \u00a0 | 57.9 | \u00a0 | 50.4 | ||
Current portion of casualty claims and premiums | \u00a0 | 9.8 | \u00a0 | 9.3 | ||
Accrued bonus | \u00a0 | 47.7 | \u00a0 | 56.7 | ||
Accrued licensing and variable rent | \u00a0 | 27.5 | \u00a0 | 24.6 | ||
Current portion of pension | 0.2 | 0.1 | ||||
Group insurance reserve | 1.5 | 3.4 | ||||
Accrued tax payable | 1.5 | 1.7 | ||||
Other | \u00a0 | 71.6 | \u00a0 | 77.9 | ||
$ | 340.6 | $ | 350.8 | |||
Other long-term liabilities: | ||||||
Pension | $ | 25.4 | $ | 33.3 | ||
Casualty claims and premiums | \u00a0 | 16.2 | \u00a0 | 13.5 | ||
Contingencies | 9.4 | 18.7 | ||||
Other | \u00a0 | 30.9 | \u00a0 | 37.2 | ||
$ | 81.9 | $ | 102.7 |
| (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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | ||
Secured Debt: | ||||||
Credit Agreement-Term Loans due 2029 (11.356% as of December 31, 2024) | $ | 2,014.2 | $ | \u2014 | ||
12.75% Odeon Senior Secured Notes due 2027 | 400.0 | 400.0 | ||||
7.5% First Lien Notes due 2029 | 950.0 | 950.0 | ||||
Senior Secured Credit Facility-Term Loan due 2026 (8.474% as of December 31, 2023) | \u2014 | 1,905.0 | ||||
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | 427.6 | \u2014 | ||||
Subordinated Debt: | ||||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | 131.2 | 968.9 | ||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2023) | \u2014 | 5.1 | ||||
5.75% Senior Subordinated Notes due 2025 | 44.1 | 98.3 | ||||
5.875% Senior Subordinated Notes due 2026 | 41.9 | 51.5 | ||||
6.125% Senior Subordinated Notes due 2027 | 125.5 | 125.5 | ||||
Total principal amount of corporate borrowings | $ | 4,134.5 | $ | 4,504.3 | ||
Finance lease liabilities | \u00a0 | 49.3 | \u00a0 | 55.4 | ||
Paid-in-kind interest for 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | 1.5 | \u2014 | ||||
Deferred financing costs | (47.2) | (31.1) | ||||
Net premium (discount) (1) | (171.3) | 104.2 | ||||
Derivative liability - Conversion Option | 157.6 | \u2014 | ||||
Total carrying value of corporate borrowings and finance lease liabilities | $ | 4,124.4 | $ | 4,632.8 | ||
Less: | ||||||
Current maturities of corporate borrowings | (64.2) | \u00a0 | (25.1) | |||
Current maturities of finance lease liabilities | (4.4) | (5.4) | ||||
Total noncurrent carrying value of corporate borrowings and finance lease liabilities | $ | 4,055.8 | $ | 4,602.3 |
| (1) | The following table provides the net premium (discount) amounts of corporate borrowings: |
December\u00a031, | December\u00a031, | |||||
(In millions) | 2024 | 2023 | ||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | $ | 10.9 | $ | 133.9 | ||
Senior Secured Credit Facility-Term Loan due 2026 | \u2014 | (3.3) | ||||
12.75% Odeon Senior Secured Notes due 2027 | (20.9) | (26.4) | ||||
Credit Agreement-Term Loans due 2029 | (43.4) | \u2014 | ||||
6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030 | (117.9) | \u2014 | ||||
Net premium (discount) | $ | (171.3) | $ | 104.2 |
The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2024:
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings | |
2025 | 64.2 | ||
2026 | \u00a0 | 192.9 | |
2027 | \u00a0 | 545.1 | |
2028 | \u00a0 | 19.5 | |
2029 | \u00a0 | 2,885.2 | |
Thereafter | 427.6 | ||
Total | $ | 4,134.5 |
Debt Repurchases and Exchanges
The below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the year ended December 31, 2024. The debt for equity exchange transactions were treated as early extinguishments of 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 does not include the Refinancing Transactions described further below.
Shares of | |||||||||||||||
Aggregate Principal | Common Stock | Reacquisition | (Gain)/Loss on | Accrued Interest | |||||||||||
(In millions, except for share data) | Repurchased/Exchanged | Exchanged | Cost | Extinguishment | Paid/Exchanged | ||||||||||
Cash debt repurchase transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | $ | 8.9 | \u2014 | $ | 8.6 | $ | (0.3) | $ | 0.1 | ||||||
Second Lien Notes due 2026 | 50.0 | \u2014 | 50.5 | (4.4) | 1.4 | ||||||||||
Total cash debt repurchase transactions | 58.9 | \u2014 | 59.1 | (4.7) | 1.5 | ||||||||||
Debt for equity exchange transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | 36.7 | 9,017,297 | 39.8 | 3.2 | 0.8 | ||||||||||
Second Lien Notes due 2026 | 224.1 | 35,062,835 | 157.2 | (93.1) | 8.3 | ||||||||||
Total debt for equity exchange transactions | 260.8 | 44,080,132 | 197.0 | (89.9) | 9.1 | ||||||||||
Cash and debt for equity exchange transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | 8.6 | 447,829 | 8.4 | (0.2) | 0.1 | ||||||||||
5.875% Senior Subordinated Notes due 2026 | 9.6 | 432,777 | 8.1 | (1.3) | 0.2 | ||||||||||
Second Lien Notes due 2026 | 45.0 | 2,693,717 | 45.5 | (4.0) | 1.2 | ||||||||||
Total cash and debt for equity exchange transactions | 63.2 | 3,574,323 | 62.0 | (5.5) | 1.5 | ||||||||||
Total debt repurchases and exchanges | $ | 382.9 | 47,654,455 | $ | 318.1 | $ | (100.1) | $ | 12.1 |
The below table summarizes the various cash debt repurchase and debt for equity exchange transactions during the year ended December 31, 2023, including related party transactions. These transactions were executed at terms equivalent to an arms-length transaction.
Shares of | |||||||||||||||
Aggregate Principal | Common Stock | Reacquisition | (Gain) on | Accrued Interest | |||||||||||
(In millions, except for share data) | Repurchased/Exchanged | Exchanged | Cost | Extinguishment | Paid/Exchanged | ||||||||||
Cash debt repurchase transactions: | |||||||||||||||
Related party transactions: | |||||||||||||||
Second Lien Notes due 2026 | $ | 75.9 | $ | \u2014 | $ | 48.5 | $ | (40.9) | $ | 1.1 | |||||
5.875% Senior Subordinated Notes due 2026 | 4.1 | \u2014 | 1.7 | (2.3) | 0.1 | ||||||||||
Total related party transactions | 80.0 | \u2014 | 50.2 | (43.2) | 1.2 | ||||||||||
Non-related party transactions: | |||||||||||||||
Second Lien Notes due 2026 | 139.7 | \u2014 | 91.4 | (71.3) | 4.5 | ||||||||||
Total non-related party transactions | 139.7 | \u2014 | 91.4 | (71.3) | 4.5 | ||||||||||
Total cash debt repurchase transactions | $ | 219.7 | $ | \u2014 | $ | 141.6 | $ | (114.5) | $ | 5.7 | |||||
Debt for equity exchange transactions: | |||||||||||||||
Second Lien Notes due 2026 | $ | 105.3 | 14,186,651 | 91.7 | (28.3) | 1.2 | |||||||||
Total debt repurchases and exchanges | $ | 325.0 | 14,186,651 | $ | 233.3 | $ | (142.8) | $ | 6.9 |
The below table summarizes the various cash debt repurchase transactions during the year ended December 31, 2022.
Aggregate Principal | Reacquisition | (Gain) on | Accrued Interest | |||||||||
(In millions, except for share data) | Repurchased | Cost | Extinguishment | Paid | ||||||||
Second Lien Notes due 2026 | $ | 118.3 | $ | 68.3 | $ | (75.0) | $ | 4.5 | ||||
6.125% Senior Subordinated Notes due 2027 | 5.3 | 1.6 | (3.7) | \u2014 | ||||||||
Total debt repurchase transactions | $ | 123.6 | $ | 69.9 | $ | (78.7) | $ | 4.5 |
Refinancing Transactions
On July 22, 2024 (the \u201cClosing Date\u201d), the Company completed a series of refinancing transactions (the \u201cRefinancing Transactions\u201d) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $1.6 billion of the Company\u2019s debt previously maturing in 2026.
In connection with the refinancing on the Closing Date:
| \u25cf | Holdings and Muvico, LLC, a newly formed indirect wholly-owned subsidiary of Holdings (\u201cMuvico\u201d), entered into that certain credit agreement (the \u201cNew Term Loan Credit Agreement\u201d), by and among Holdings and Muvico, each, as a borrower (collectively, the \u201cNew Term Loan Borrowers\u201d), the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (in such capacities, the \u201cNew Term Loan Agent\u201d) pursuant to which Holdings and Muvico jointly and severally borrowed $1.2 billion of new term loans maturing 2029 (the \u201cNew Term Loans\u201d). |
| \u25cf | The New Term Loans were (i) used as consideration for the open market purchase of $1.1 billion of Holdings existing senior secured term loans maturing in 2026 (the \u201cExisting Term Loans\u201d) and (ii) exchanged for $104.2 million of Holdings\u2019 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the \u201cSecond Lien Notes\u201d). Under the terms of the New Term Loan Credit Agreement, lenders of remaining Existing Term Loans were entitled to exchange their remaining Existing Term Loans for New Term Loans subject to certain terms and conditions. |
| \u25cf | Muvico also completed a private offering for cash of $414.4 million aggregate principal amount of 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes (the \u201cExchangeable Notes\u201d), which are guaranteed by Holdings, the existing guarantors under the Existing Term Loans, and the Existing First Lien Notes (as defined herein) (the \u201cExisting Guarantors\u201d) and Centertainment (as defined below) and which are exchangeable into Common Stock on the terms described herein. |
| \u25cf | Muvico used the proceeds from the offering of the Exchangeable Notes to repurchase $414.4 million aggregate principal amount of the Second Lien Notes. |
In connection with the formation of Muvico, among other things:
| \u25cf | Holdings and certain of its subsidiaries transferred certain leases, owned real property and related assets and rights in respect of 175 theatres (the \u201cTransferred Theatres\u201d) to Muvico, along with certain intellectual property, including the AMC brand name (the \u201cTransferred IP\u201d), pursuant to an asset transfer agreement. |
| \u25cf | Muvico and Multi-Cinema entered into a management services agreement, pursuant to which Muvico engaged Multi-Cinema to manage and operate the Transferred Theatres and provide certain other management services to Muvico. |
| \u25cf | Muvico and Multi-Cinema entered into an intellectual property license, pursuant to which Muvico granted Multi-Cinema a license to use the Transferred IP. |
Muvico is a direct subsidiary of Centertainment Development, LLC (\u201cCentertainment\u201d). Each of Muvico and Centertainment is an \u201cunrestricted subsidiary\u201d under the Existing First Lien Notes and therefore not subject to various restrictive covenants under the agreements governing such indebtedness.
During the third quarter of 2024, Holdings completed follow-on open market repurchases of the Existing Term Loans, and in exchange, issued to such selling holders the New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $793.0 million.
As of December 31, 2024, Holdings completed open market purchases of $1,895.0 million aggregate principal amount of its Existing Term Loans and issued $2,024.3 million aggregate principal amount of the New Term Loans. Accordingly, as of such date, Holdings had no remaining aggregate principal amount of the Existing Term Loans outstanding and the loan documents relating to the Existing Term Loans were terminated.
The debt repurchases and exchanges for the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:
(In\u00a0millions) | Amount | ||
Fair value of Exchangeable Notes due 2030 | $ | 293.6 | |
Fair value of Conversion Option | 233.4 | ||
Fair value of New Term Loans due 2029 | 104.2 | ||
PIK fee paid to Second Lien Lenders | 2.3 | ||
Cash fee paid to Second Lien Lenders | 2.3 | ||
Second Lien Notes consideration | 635.8 | ||
Principal Second Lien Notes | 518.6 | ||
Premium Second Lien Notes | 56.0 | ||
Carrying value Second Lien Notes | 574.6 | ||
Loss on extinguishment of Second Lien Notes | $ | 61.2 |
The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $42.3 million for costs paid to third parties.
See Note 1\u2014The Company and Significant Accounting Policies for additional information about the components of other expense (income) related to the Refinancing Transactions.
Exchangeable Notes
Carrying value (in millions) as of December 31, 2024:
Carrying Value | Additional | Carrying Value | ||||||||||
at Issuance on | Deferred | (Increase) Decrease to | as of | |||||||||
July 22, 2024 | Charges | Net Earnings (Loss) | December 31, 2024 | |||||||||
Principal balance (1) | $ | 414.4 | $ | \u2014 | $ | 13.2 | $ | 427.6 | ||||
Discount | (120.8) | \u2014 | 2.9 | (117.9) | ||||||||
Debt issuance costs | (23.2) | (0.7) | 0.6 | (23.3) | ||||||||
Accrued paid-in-kind interest | \u2014 | \u2014 | 1.5 | 1.5 | ||||||||
Derivative liability | 233.4 | \u2014 | (75.8) | 157.6 | ||||||||
Carrying value | $ | 503.8 | $ | (0.7) | $ | (57.6) | $ | 445.5 |
| (1) | The change in principal balance is due to paid-in-kind interest. |
On July 22, 2024, Muvico issued $414.4 million aggregate principal amount of its Exchangeable Notes. The Exchangeable Notes will bear interest at a rate of 6.00% per annum, if paid in cash, and 8.00% per annum, if paid in-kind by issuing the Exchangeable Notes (\u201cPIK Notes\u201d) having the same terms and conditions as the Exchangeable Notes (\u201cPIK Interest\u201d) in each case, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2024. The Exchangeable Notes will mature on April 30, 2030, unless redeemed or exchanged in full prior to such maturity date, pursuant to the terms contained in the Exchangeable Notes Indenture as further discussed below.
At the time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture) immediately preceding the final maturity date of the Exchangeable Notes, each holder of the Exchangeable Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock. The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of Exchangeable Notes exchanged, which reflects a price of $5.66 per share Common Stock (\u201cExchange Price\u201d), which price is equal to 113% of the closing price per share of the Common Stock on July 19, 2024. The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture).
At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140% of the Exchange Price for fifteen (15) consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a \u201cSoft Call Notice\u201d). Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico\u2019s choosing, not more than ten (10) and not less than five (5) business days after the date of the Soft Call Notice. Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two (2) business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture.
In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the \u201cExchange Adjustment Consideration\u201d) equal to (i) prior to the third anniversary of the Issue Date, 18.0% of the aggregate principal amount of the Exchangeable Notes being exchanged\u037e (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0% of the aggregate principal amount of the Exchangeable Notes being exchanged; and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0% of the aggregate principal amount of the Exchangeable Notes being exchanged. Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140% of the Exchange Price), subject to restrictions under the New Term Loan Credit Agreement, cash in twelve (12) equal installments over the twelve-month period following the applicable exchange or a combination thereof.
If certain corporate events that constitute a Fundamental Change (as defined in the Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Exchangeable Notes at a cash repurchase price equal to 100% of the aggregate principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Exchangeable Notes Indenture). The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Common Stock.
Muvico will also be required to mandatorily redeem all of the issued and outstanding Exchangeable Notes at a purchase price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety (90) days prior to the maturity date of Holdings\u2019 7.50% first lien secured notes due 2029 (the \u201cExisting First Lien Notes\u201d), the aggregate principal amount outstanding of the Existing First Lien Notes with a maturity date prior to April 30, 2030 exceeds $190,000,000.
The Exchangeable Notes Indenture contains covenants that limit the Centertainment Group Parties\u2019 (as defined below) ability to, among other things: (i) incur additional indebtedness or 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 its 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 a number of limitations and exceptions. The Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New Term Loan Credit Agreement. The Exchangeable Notes Indenture also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Exchangeable Notes to be due and payable immediately.
The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the \u201cConversion Option\u201d). The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability. The Company bifurcated the Conversion Option as: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51; (ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost; and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a). The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration. The Exchange Adjustment Consideration (i.e., make-whole payment) does not meet the criteria for indexation under ASC 815-40-15-7C because the design of the feature does not meet the time-value scope exception and as a result is accounted for as a derivative. The initial estimated fair value of the Exchangeable Notes of $293.6 million resulted in a discount to the principal balance of $120.8 million and is amortized to interest expense over the term of the Exchangeable Notes. The Company also recorded deferred debt issuance costs of approximately $23.9 million related to the issuance of the Exchangeable Notes and will amortize those costs to interest expense following the effective interest method over the term of the Exchangeable Notes. The Exchangeable Notes have an effective rate of 15.12%. The Company recorded interest expense for the period from July 22, 2024 to December 31, 2024 of $18.2 million. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. See Note 12\u2013Fair Value Measurements for a discussion of the valuation methodologies. The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $88.3 million as of December 31, 2024 based on the closing price per share of our common stock of $3.98 per share.
New Term Loans due 2029. As of December 31, 2024, we had an aggregate principal balance of $2,014.2 million outstanding under the New Term Loans.
The New Term Loans mature on January 4, 2029 (or, if at least $190,000,000 remains outstanding of the (i) Existing First Lien Notes or (ii) any indebtedness in respect of any modification, refunding, replacement, substitution, restructuring or other refinancing of the Existing First Lien Notes on or prior to October 5, 2028, then October 5, 2028). The New Term Loans are subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing on September 30, 2024, equal to 1.00% per annum. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New Term Loans is payable at maturity.
The New Term Loans bear interest, at the option of the New Term Loan Borrowers, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company on a consolidated basis (the \u201cTotal Leverage Ratio\u201d) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio. Until the delivery under the New Term Loan Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the New Term Loans bear interest, at the option of New Term Loan Borrowers, at either (a) the base rate plus a margin of 600 basis points or (b) Term SOFR plus a margin of 700 basis points.
The New Term Loans are guaranteed, subject to limited exceptions, by Centertainment and the future subsidiaries of Centertainment and Muvico (collectively with Muvico, the \u201cCentertainment Group Parties\u201d) and the Existing Guarantors, and are secured by liens on substantially all of the tangible and intangible assets owned by the Company, in each case, subject to limited exceptions set forth in the New Term Loan Credit Agreement.
The New Term Loan Credit Agreement contains covenants that limit the Company\u2019s ability to, among other things: (i) incur additional indebtedness or 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 its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) maintain cash in the accounts of the Company (other than the Centertainment Group Parties). These covenants are subject to a number of limitations and exceptions. The New Term Loan Credit Agreement also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New Term Loans to become immediately due and payable.
Unamortized discounts and deferred charges related to the Existing Term Loans of $6.5 million and fees paid to Existing Term Loan lenders of $45.7 million were recorded as deferred charges related to the New Term Loans and the Company will amortize those costs to interest expense following the effective interest method over the term of the New Term Loans.
Senior Secured Credit Facilities. Holdings entered into a certain Credit Agreement, dated as of April 30, 2013 (the \u201cCredit Agreement\u201d). The Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified) provided senior secured financing of $2,225.0 million in aggregate, consisting of (i) $2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the \u201cExisting Term Loans\u201d) and (ii) a $225.0 million senior secured revolving credit facility (which was also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the \u201cSenior Secured Revolving Credit Facility\u201d and together with the Existing Term Loans, the \u201cSenior Secured Credit Facilities\u201d).
On June 23, 2023, Holdings and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the thirteenth amendment to the Credit Agreement (the \u201cThirteenth Amendment\u201d), 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.
The Existing Term Loans bore interest at a rate per annum equal to, at Holdings\u2019 option, either (1)\u00a0a 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 Existing 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).
On the Closing Date, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the fourteenth amendment to the Credit Agreement (the \u201cFourteenth Amendment\u201d), pursuant to which the administrative agent and lenders constituting the Required Lenders (as defined therein) permitted the Refinancing Transactions.
The Company\u2019s obligations under the Senior Secured Credit Facilities were completely repaid following the completion of the Refinancing Transactions.
First Lien Notes due 2029. On February 14, 2022, Holdings 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 Holdings, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent. Holdings 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 Holdings\u2019 10.5% First Lien Notes due 2025 (\u201cFirst Lien Notes due 2025\u201d), the then outstanding $300 million aggregate principal amount of Holdings\u2019 10.5% First Lien Notes due 2026 (\u201cFirst Lien Notes due 2026\u201d), and the then outstanding $73.5 million aggregate principal amount of Holdings\u2019 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 and will mature on February 15, 2029. Holdings 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, Holdings 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. Holdings 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), Holdings 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 guaranteed by the Existing Guarantors and are secured by liens on substantially all of the tangible and intangible assets owned by Holdings and the Existing Guarantors, subject to certain thresholds, exceptions and permitted liens.
The indenture governing the First Lien Notes due 2029 contains 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 pre-pay 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 indenture 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 First Lien Notes due 2029 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 OCGL and certain of its subsidiaries and by Holdings on a standalone and unsecured basis. The indenture governing the Odeon Notes due 2027 contains covenants that limit OCGL and certain of its subsidiaries\u2019 ability to,
among other things: (i) incur additional indebtedness or 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 indenture governing the Odeon Notes due 2027 also provides for events of default, which, if any occur, would permit or require principal, interest and any other monetary obligations on all the then outstanding Odeon Notes due 2027 to be due and payable immediately. 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, Holdings issued $1,462.3 million aggregate principal amount of its Second Lien Notes in exchange for the Existing Subordinated Notes. The Second Lien Notes were issued pursuant to an indenture, dated as of July 31, 2020, among Holdings, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent (the \u201cSecond Lien Notes Indenture\u201d). The Company recorded a premium of $535.1 million on the Second Lien Notes as the difference between the principal balance of the Second Lien Notes 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 using the effective interest method.
In connection with the Exchange Offers and the First Lien Notes due 2026, Holdings 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 using the effective interest method.
The Second Lien Notes 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 Holdings 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, Holdings elected to pay in PIK interest. For the third interest period ending December 15, 2021, Holdings paid cash interest with respect to the interest period. For all interest periods after the first three interest periods, interest was payable solely in cash at a rate of 10% per annum.
The Second Lien Notes were redeemable at Holdings\u2019 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 were 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. Upon a Change of Control (as defined in the Second Lien Notes Indenture), Holdings must offer to purchase the Second Lien Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Second Lien Notes have not been registered under the Securities Act and will mature on June 15, 2026.
Prior to the Refinancing Transactions, with the consent of the holders of two-thirds of the outstanding Second Lien Notes, Holdings, the Existing Guarantors and the Trustee and Notes Collateral Agent entered into a supplemental indenture (the \u201cSupplemental Indenture\u201d) to the Second Lien Notes Indenture. Among other things, the Supplemental Indenture (i) eliminated substantially all of the restrictive covenants, certain events of default and the related provisions contained in the Second Lien Notes Indenture and (ii) released the existing subsidiary guarantees of, and the liens on the collateral securing the obligations of Holdings under, the Second Lien Notes Indenture. The Supplemental Indenture did not modify any subordination provision or the maturity or economic terms of the Second Lien Notes.
Senior Subordinated Debt Exchange Offers
On July 31, 2020, Holdings 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, Holdings issued \u00a3250.0 million aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the \u201cSterling Notes due 2024\u201d) 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. Holdings paid 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.
On March\u00a017, 2017, Holdings 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 Holdings 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.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount 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.
On November 15, 2024, the maturity date, Holdings repaid the remaining \u00a34.0 million ($5.0 million) principal in full.
Senior Subordinated Notes due 2025. On June\u00a05, 2015, Holdings 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. Holdings pays 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. Holdings 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, Holdings entered into a registration rights agreement. Subject to the terms of the registration rights agreement, Holdings filed a registration statement with the SEC on June\u00a019, 2015 pursuant to the Securities Act relating to an offer to exchange the original Senior Subordinated Notes due 2025 for exchange Senior Subordinated Notes due 2025; the registration statement was declared effective on June\u00a029, 2015, and Holdings 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. All of the original notes were exchanged as of July 27, 2015.
On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount of the Senior Subordinated Notes due 2025 by approximately $501.7 million, or 83.61% of the then outstanding Senior Subordinated Notes due 2025.
Senior Subordinated Notes due 2026. On November\u00a08, 2016, Holdings issued $595.0 million aggregate principal amount of its 5.875% Senior Subordinated Notes due 2026 (the \u201cSenior Subordinated Notes due 2026\u201d) 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. Holdings 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. Holdings 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, Holdings entered into a registration rights agreement. Subject to the terms of the registration rights agreement, Holdings\u00a0filed a registration statement with the SEC on April 19, 2017 pursuant to the Securities Act relating to an offer to exchange the original Senior Subordinated Notes due 2026 for exchange Senior Subordinated Notes due 2026; the registration statement was declared effective on June 7, 2017, and Holdings 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. 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 amount of the Senior Subordinated Notes due 2026 by approximately $539.4 million, or 90.65% of the then outstanding Senior Subordinated Notes due 2026.
Senior Subordinated Notes due 2027. On March\u00a017, 2017, Holdings issued $475.0\u00a0million aggregate principal amount of its 6.125% Senior Subordinated Notes due 2027 (the \u201cSenior Subordinated Notes due 2027\u201d). 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. Holdings 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. Holdings 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, Holdings entered into a registration rights agreement. Subject to the terms of the registration rights agreement, Holdings filed a registration statement with the SEC on April 19, 2017 pursuant to the Securities Act relating to an offer to exchange the original Senior Subordinated Notes due 2027 for exchange Senior Subordinated Notes due 2027; the registration
statement was declared effective on June 7, 2017, and Holdings 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. 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 amount of the Senior Subordinated Notes due 2027 by approximately $344.3 million, or 72.48% of the then outstanding Senior Subordinated Notes due 2027.
First Lien Notes Due 2025. On April 24, 2020, Holdings 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 Holdings, 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.
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. 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.
Odeon Term Loan Facility. On February 15, 2021, OCGL, a wholly-owned subsidiary of Holdings, 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, Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent. 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 OCGL and the security 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. 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.
Covenant Compliance
As of December 31, 2024, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.
"}]},{"name":"rpt:f-1152","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfDebtInstrumentsTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December 31, 2023 | ||
Secured Debt: | ||||||
Credit Agreement-Term Loans due 2029 (11.356% as of December 31, 2024) | $ | 2,014.2 | $ | \u2014 | ||
12.75% Odeon Senior Secured Notes due 2027 | 400.0 | 400.0 | ||||
7.5% First Lien Notes due 2029 | 950.0 | 950.0 | ||||
Senior Secured Credit Facility-Term Loan due 2026 (8.474% as of December 31, 2023) | \u2014 | 1,905.0 | ||||
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | 427.6 | \u2014 | ||||
Subordinated Debt: | ||||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | 131.2 | 968.9 | ||||
6.375% Senior Subordinated Notes due 2024 (\u00a34.0 million par value as of December 31, 2023) | \u2014 | 5.1 | ||||
5.75% Senior Subordinated Notes due 2025 | 44.1 | 98.3 | ||||
5.875% Senior Subordinated Notes due 2026 | 41.9 | 51.5 | ||||
6.125% Senior Subordinated Notes due 2027 | 125.5 | 125.5 | ||||
Total principal amount of corporate borrowings | $ | 4,134.5 | $ | 4,504.3 | ||
Finance lease liabilities | \u00a0 | 49.3 | \u00a0 | 55.4 | ||
Paid-in-kind interest for 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | 1.5 | \u2014 | ||||
Deferred financing costs | (47.2) | (31.1) | ||||
Net premium (discount) (1) | (171.3) | 104.2 | ||||
Derivative liability - Conversion Option | 157.6 | \u2014 | ||||
Total carrying value of corporate borrowings and finance lease liabilities | $ | 4,124.4 | $ | 4,632.8 | ||
Less: | ||||||
Current maturities of corporate borrowings | (64.2) | \u00a0 | (25.1) | |||
Current maturities of finance lease liabilities | (4.4) | (5.4) | ||||
Total noncurrent carrying value of corporate borrowings and finance lease liabilities | $ | 4,055.8 | $ | 4,602.3 |
| (1) | The following table provides the net premium (discount) amounts of corporate borrowings: |
December\u00a031, | December\u00a031, | |||||
(In millions) | 2024 | 2023 | ||||
10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 | $ | 10.9 | $ | 133.9 | ||
Senior Secured Credit Facility-Term Loan due 2026 | \u2014 | (3.3) | ||||
12.75% Odeon Senior Secured Notes due 2027 | (20.9) | (26.4) | ||||
Credit Agreement-Term Loans due 2029 | (43.4) | \u2014 | ||||
6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030 | (117.9) | \u2014 | ||||
Net premium (discount) | $ | (171.3) | $ | 104.2 |
Principal | |||
Amount of | |||
Corporate | |||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Borrowings | |
2025 | 64.2 | ||
2026 | \u00a0 | 192.9 | |
2027 | \u00a0 | 545.1 | |
2028 | \u00a0 | 19.5 | |
2029 | \u00a0 | 2,885.2 | |
Thereafter | 427.6 | ||
Total | $ | 4,134.5 |
Shares of | |||||||||||||||
Aggregate Principal | Common Stock | Reacquisition | (Gain)/Loss on | Accrued Interest | |||||||||||
(In millions, except for share data) | Repurchased/Exchanged | Exchanged | Cost | Extinguishment | Paid/Exchanged | ||||||||||
Cash debt repurchase transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | $ | 8.9 | \u2014 | $ | 8.6 | $ | (0.3) | $ | 0.1 | ||||||
Second Lien Notes due 2026 | 50.0 | \u2014 | 50.5 | (4.4) | 1.4 | ||||||||||
Total cash debt repurchase transactions | 58.9 | \u2014 | 59.1 | (4.7) | 1.5 | ||||||||||
Debt for equity exchange transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | 36.7 | 9,017,297 | 39.8 | 3.2 | 0.8 | ||||||||||
Second Lien Notes due 2026 | 224.1 | 35,062,835 | 157.2 | (93.1) | 8.3 | ||||||||||
Total debt for equity exchange transactions | 260.8 | 44,080,132 | 197.0 | (89.9) | 9.1 | ||||||||||
Cash and debt for equity exchange transactions: | |||||||||||||||
5.75% Senior Subordinated Notes due 2025 | 8.6 | 447,829 | 8.4 | (0.2) | 0.1 | ||||||||||
5.875% Senior Subordinated Notes due 2026 | 9.6 | 432,777 | 8.1 | (1.3) | 0.2 | ||||||||||
Second Lien Notes due 2026 | 45.0 | 2,693,717 | 45.5 | (4.0) | 1.2 | ||||||||||
Total cash and debt for equity exchange transactions | 63.2 | 3,574,323 | 62.0 | (5.5) | 1.5 | ||||||||||
Total debt repurchases and exchanges | $ | 382.9 | 47,654,455 | $ | 318.1 | $ | (100.1) | $ | 12.1 |
Shares of | |||||||||||||||
Aggregate Principal | Common Stock | Reacquisition | (Gain) on | Accrued Interest | |||||||||||
(In millions, except for share data) | Repurchased/Exchanged | Exchanged | Cost | Extinguishment | Paid/Exchanged | ||||||||||
Cash debt repurchase transactions: | |||||||||||||||
Related party transactions: | |||||||||||||||
Second Lien Notes due 2026 | $ | 75.9 | $ | \u2014 | $ | 48.5 | $ | (40.9) | $ | 1.1 | |||||
5.875% Senior Subordinated Notes due 2026 | 4.1 | \u2014 | 1.7 | (2.3) | 0.1 | ||||||||||
Total related party transactions | 80.0 | \u2014 | 50.2 | (43.2) | 1.2 | ||||||||||
Non-related party transactions: | |||||||||||||||
Second Lien Notes due 2026 | 139.7 | \u2014 | 91.4 | (71.3) | 4.5 | ||||||||||
Total non-related party transactions | 139.7 | \u2014 | 91.4 | (71.3) | 4.5 | ||||||||||
Total cash debt repurchase transactions | $ | 219.7 | $ | \u2014 | $ | 141.6 | $ | (114.5) | $ | 5.7 | |||||
Debt for equity exchange transactions: | |||||||||||||||
Second Lien Notes due 2026 | $ | 105.3 | 14,186,651 | 91.7 | (28.3) | 1.2 | |||||||||
Total debt repurchases and exchanges | $ | 325.0 | 14,186,651 | $ | 233.3 | $ | (142.8) | $ | 6.9 |
The below table summarizes the various cash debt repurchase transactions during the year ended December 31, 2022.
Aggregate Principal | Reacquisition | (Gain) on | Accrued Interest | |||||||||
(In millions, except for share data) | Repurchased | Cost | Extinguishment | Paid | ||||||||
Second Lien Notes due 2026 | $ | 118.3 | $ | 68.3 | $ | (75.0) | $ | 4.5 | ||||
6.125% Senior Subordinated Notes due 2027 | 5.3 | 1.6 | (3.7) | \u2014 | ||||||||
Total debt repurchase transactions | $ | 123.6 | $ | 69.9 | $ | (78.7) | $ | 4.5 |
(In\u00a0millions) | Amount | ||
Fair value of Exchangeable Notes due 2030 | $ | 293.6 | |
Fair value of Conversion Option | 233.4 | ||
Fair value of New Term Loans due 2029 | 104.2 | ||
PIK fee paid to Second Lien Lenders | 2.3 | ||
Cash fee paid to Second Lien Lenders | 2.3 | ||
Second Lien Notes consideration | 635.8 | ||
Principal Second Lien Notes | 518.6 | ||
Premium Second Lien Notes | 56.0 | ||
Carrying value Second Lien Notes | 574.6 | ||
Loss on extinguishment of Second Lien Notes | $ | 61.2 |
Carrying value (in millions) as of December 31, 2024:
Carrying Value | Additional | Carrying Value | ||||||||||
at Issuance on | Deferred | (Increase) Decrease to | as of | |||||||||
July 22, 2024 | Charges | Net Earnings (Loss) | December 31, 2024 | |||||||||
Principal balance (1) | $ | 414.4 | $ | \u2014 | $ | 13.2 | $ | 427.6 | ||||
Discount | (120.8) | \u2014 | 2.9 | (117.9) | ||||||||
Debt issuance costs | (23.2) | (0.7) | 0.6 | (23.3) | ||||||||
Accrued paid-in-kind interest | \u2014 | \u2014 | 1.5 | 1.5 | ||||||||
Derivative liability | 233.4 | \u2014 | (75.8) | 157.6 | ||||||||
Carrying value | $ | 503.8 | $ | (0.7) | $ | (57.6) | $ | 445.5 |
| (1) | The change in principal balance is due to paid-in-kind interest. |
NOTE 9\u2014STOCKHOLDERS\u2019 DEFICIT
Share Rights and Privileges
Common Stock
Holders of the Company\u2019s Common Stock are entitled to one vote per each share. Holders of Common Stock share ratably (based on the number of shares of Common Stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. The Common Stock is not convertible into any other shares of the Company\u2019s capital stock.
AMC Preferred Equity Units
Each AMC Preferred Equity Unit was a depositary share and represented an interest in a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement. Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share Common Stock.
Preferred Stock
The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2024 and December 31, 2023, respectively.
Shareholder Litigation
Two putative stockholder class actions were filed in the Delaware Chancery Court that assert a 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 AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the \u201cAntara Transactions\u201d), and the Charter Amendments.
This litigation prevented the Company from immediately implementing the Charter Amendments. On April 2, 2023, the parties entered into a binding settlement term sheet to settle the litigation and allow implementation of the Charter Amendments. On August 11, 2023, the Delaware Chancery Court approved the settlement and on August 21, 2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court. Pursuant to the settlement term sheet, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock (\u201cSettlement Payment Recipients\u201d), received a payment of share of Common Stock for every 7.5 shares of Common Stock owned by such Settlement Payment Recipients (the \u201cSettlement Payment\u201d). On August 28, 2023, the Company made the settlement payment and issued 6,897,018 shares of Common Stock. See Note 11\u2014Commitments and Contingencies for further information regarding the litigation and settlement.
Charter Amendments and AMC Preferred Equity Unit Conversion
On August 14, 2023, the Company filed an amendment to its Certificate of Incorporation to effectuate the Charter Amendments as of August 24, 2023. The Charter Amendments permitted the conversion of all of the Company\u2019s outstanding AMC Preferred Equity Units into shares of Common Stock (the \u201cConversion\u201d). On August 25, 2023, 99,540,642 shares of Common Stock were issued as part of the Conversion. On August 25, 2023, AMC Preferred Equity Units ceased trading and were subsequently delisted from the NYSE. On August 25, 2023, the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock with the Secretary of State of Delaware that eliminated the Series A Convertible Participating Preferred Stock from the Company\u2019s Certificate of Incorporation.
AMC\u2019s Board of Directors approved equitable adjustments to all outstanding awards under the 2013 Equity Incentive Plan subsequent to the effectiveness of the Charter Amendments. The outstanding awards were proportionally adjusted consistent with the ratio used for the Reverse Stock Split and all awards previously convertible into AMC Preferred Equity Units are now convertible into Common Stock.
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 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 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.
Share Issuances
On December 6, 2024, the Company entered into a sales and registration agreement (the \u201cSales and Registration Agreement\u201d) with Goldman Sachs & Co. LLC, from time to time acting in its capacity as (1) sales agent (in such capacity, the \u201cSales Agent\u201d) or (2) the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty under one or more Forwards (in each case, as defined below) relating to an aggregate of up to 50,000,000 shares of Common Stock of the Company.
In accordance with the terms of the Sales and Registration Agreement, the Company may issue and sell shares of Common Stock covered by the prospectus supplement at any time and from time to time through the Sales Agent. The Sales Agent may act as agent on the Company\u2019s behalf or purchase shares of Common Stock from the Company as principal for its own account.
The Company also entered into a master confirmation (the \u201cMaster Confirmation\u201d) with Goldman Sachs International (in its capacity as buyer under any Forward (as hereinafter defined), the \u201cForward Counterparty\u201d) pursuant to which the Company entered into forward transactions (each a \u201cForward\u201d), under which the Company agreed to sell the number of shares of Common Stock specified in such Forward (subject to adjustment as set forth therein) to the Forward Counterparty. In respect of each Forward, to enable the Forward Counterparty to establish a hedge position with respect to such Forward, the Company effectively pledged up to the maximum number of shares of Common Stock deliverable under such Forward (the \u201cHedging Shares\u201d), and to establish a hedge position under such Forward, the Forward Counterparty rehypothecated and sold such maximum number of shares through Goldman Sachs & Co. LLC acting as the statutory underwriter (in such capacity, the \u201cForward Seller\u201d) in an offering under a prospectus supplement and accompanying prospectus over a period of time agreed between the Company and the Forward Counterparty for such Forward (an \u201cInitial Hedging Period\u201d), all subject to the terms of the Sales and Registration Agreement.
On each trading day during the respective Initial Hedging Periods for each Forward, the Company instructed the Forward Counterparty on a day-by-day basis to sell a specified number of its shares, the total of each such trading day\u2019s sales representing a component of such Forward (each a \u201cComponent\u201d). The volume weighted average price per share for sales executed by the Forward Seller during the Initial Hedging Period for each Component (the \u201cReference Price\u201d) was used to determine the floor price (\u201cForward Floor Price\u201d) and cap price (\u201cForward Cap Price\u201d) for such Component.
The Forward Floor Price is intended to mitigate the downside risk of any potential decline in the share price below the Forward Floor Price during the valuation period, which extends approximately six months after the outside date to the Initial Hedging Period agreed between the Company and the Forward Counterparty. The Forward Cap Price limits the potential upside benefit to the extent the share price were to exceed the Forward Cap Price during the valuation period.
The Company is entitled to a prepayment (a \u201cPrepayment\u201d), calculated on a Component basis for each Forward, in an amount equal to the product of (i) the number of shares sold by the Forward Seller during the Initial Hedging Period for such Forward, (ii) the Forward Floor Price and (iii) the relevant prepayment percentage agreed for such Forward. The Company received a Prepayment in respect of each Forward approximately three weeks after the completion of the Initial Hedging Period of the latest Forward.
Each Forward is subject to a subsequent valuation period (the \u201cValuation Period\u201d) that starts to run shortly after the outside date to the Initial Hedging Period agreed between the Company and the Forward Counterparty and ends on the final settlement date (the \u201cFinal Settlement Date\u201d), subject to any acceleration of the scheduled maturity date of all or portion(s) of such Forward at the election of the Forward Counterparty. This Valuation Period determines the final settlement of the Forward Counterparty\u2019s purchase price through a true-up payment from the Forward Counterparty to the Company if the total amount due under any such Forward exceeds the Prepayment (the \u201cTrue-Up Payment\u201d).
The Forward Counterparty will make the True-Up Payment to the Company on a Component-by-Component basis. Each such payment in respect of each Component is equal to a modified forward price (the \u201cModified Forward Price\u201d) multiplied by the specified number of shares for such Component. The Modified Forward Price is determined as follows:
| (i) | If the Settlement Price (defined as the arithmetic average volume weighted average price over the Valuation Period) is less than or equal to the Forward Floor Price, zero; |
| (ii) | If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, such Settlement Price minus the Forward Floor Price; and |
| (iii) | If the Settlement Price is greater than the Forward Cap Price, the Forward Cap Price minus the Forward Floor Price. |
The Company may elect to receive the True-Up Payment in cash or shares of Common Stock. Additionally, the Forward Counterparty is required to pay the Company any remaining Prepayment amount on the Final Settlement Date.
Pursuant to the agreements described above, the Company entered into Forwards to sell 30,000,000 shares of Common Stock in the aggregate with the respective Reference Prices in respect of each Component of such Forwards ranging from $4.01 to $4.71 per share of Common Stock. During the Initial Hedging Period of each Forward in December 2024, the Company was paid $0.01 per share for the par value of the shares totaling $0.3 million in the aggregate and in January 2025 was paid $108.7 million for the Prepayments in respect of the Forwards in the aggregate. See Note 16\u2014Subsequent Events for further information. On or before July 1, 2025, the Company could potentially receive True-Up Payments of up to an additional $38.5 million in the aggregate in relation to the Forwards if the volume weighted average prices of Common Stock over the respective Valuation Period for each Forward are equal to or greater than the respective Forward Cap Prices. If, however, the volume weighted average prices of Common Stock over the respective Valuation Period for each Forward are equal to or less than the respective Forward Floor Prices, the Company will receive no additional True-Up Payment. The Company will continue to monitor the value of any potential True-Up Payments until the end of the Valuation Period for each Forward.
The Company evaluated the Forwards under ASC 815\u2014Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company\u2019s right to receive the Prepayment and deliver shares to the Forward Counterparty. Accordingly, pursuant to Regulation S-X 5-02.29, the Company recorded the Prepayment as an increase to additional paid in capital with an equal and offsetting subscription receivable as a decrease to additional paid in capital. The subscription receivable is considered a debt-like host and the Company\u2019s right to receive additional cash consideration up to the Forward Cap Price based on the movement of the share price during the Valuation Period is an embedded feature that meets the definition of a derivative. Because the True-Up Payment can be received in cash or shares of Common Stock at the Company\u2019s election and the value mechanics within the instrument are all indexed to the Company\u2019s own Common Stock, the embedded feature meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity. As the proceeds from the Forwards are received, the subscription receivable will be reduced which will result in an increase in total additional paid in capital. During January 2025, the Company recorded an increase to additional paid in capital of $108.7 million resulting from the receipt of the Prepayment described above.
During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company entered into various equity distribution agreements with sales agents to sell shares of the Company\u2019s Common Stock and AMC Preferred Equity Units, from time to time, through \u201cat-the-market\u201d offering programs. Subject to the terms and conditions of the equity distribution agreements, the sales agents used reasonable efforts consistent with their normal
trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the Common Stock and AMC Preferred Equity Units from time to time based upon the Company\u2019s instructions for the sales, including any price, time or size limits specified by the Company.
The below table summarizes the activity of the various \u201cat-the-market\u201d offerings for the years ending December 31, 2024, December 31, 2023 and December 31, 2022.
Common Stock | AMC Preferred Equity Units | |||||||||
December 31, | December 31, | |||||||||
(In millions) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||
Shares or units issued | 75.5 | 88.0 | - | - | 7.1 | 20.8 | ||||
Gross proceeds | $ | 261.8 | 675.5 | - | $ | - | 114.5 | 228.8 | ||
Sales agent fees paid | 6.4 | 16.9 | - | - | 2.9 | 5.7 | ||||
Other third-party issuance costs incurred | 1.9 | 1.1 | - | - | 8.8 | 5.5 | ||||
Other third-party issuance costs paid | 0.8 | 0.9 | - | - | 11.7 | 2.7 |
The Company has used and intends to use the net proceeds from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to repay, refinance, redeem or repurchase the Company\u2019s existing indebtedness (including expenses, accrued interest and premium, if any), capital expenditures and otherwise for general corporate purposes.
Antara Transactions
On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell 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's 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.
Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 6,000,000 AMC Preferred Equity Units (the \u201cInitial AMC Preferred Equity Units\u201d) under the Company\u2019s at-the-market program for $34.9 million. The Forward Purchase Agreement and Initial AMC Preferred Equity Units were determined to be equity and the related $34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.
Stock-Based Compensation
Equity Incentive Plans
On June 5, 2024, the Company\u2019s shareholders approved a new equity incentive plan (\u201c2024 EIP\u201d). The 2024 EIP has 25.0 million shares of Common Stock available for awards under the plan. Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units, cash awards, and other equity-based awards. The 2024 EIP will be unlimited in duration and, in the event of termination, will remain in effect as long as any shares of awards under it are outstanding and not fully vested.
The 2013 equity incentive plan, as amended (\u201c2013 EIP\u201d), provided for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (\u201cRSUs\u201d), performance stock units (\u201cPSUs\u201d), stock awards, and cash performance awards. The 2013 EIP expired on December 17, 2023 and was replaced by the 2024 EIP. Awards granted under the 2013 EIP will continue to vest over their remaining requisite service periods, the latest of which ends in January 2026.
The following table presents the stock-based compensation expense recorded within general and administrative: other:
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2024 | 2023 | 2022 | ||||||
Equity classified awards: | |||||||||
Special awards expense | $ | 2.1 | $ | 20.2 | $ | \u2014 | |||
Board of director stock award expense | 1.0 | 0.9 | 0.8 | ||||||
Restricted stock unit expense | 12.3 | 14.3 | 13.3 | ||||||
Performance stock unit expense | 6.5 | 6.7 | 8.4 | ||||||
Total equity classified awards: | 21.9 | 42.1 | 22.5 | ||||||
Liability classified awards: | |||||||||
Restricted and performance stock unit expense | 0.1 | 0.4 | \u2014 | ||||||
Total liability classified awards: | 0.1 | 0.4 | \u2014 | ||||||
Total stock-based compensation expense | $ | 22.0 | $ | 42.5 | $ | 22.5 |
As of December 31, 2024, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was approximately $12.0 million. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.33 years. The Company accounts for forfeitures when they occur.
Plan Amendment due to Stock Split
The 2013 EIP contemplated equitable adjustments for certain transactions such as a stock split. On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 EIP to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each RSU or PSU for awards granted prior to the AMC Preferred Equity Unit special dividend. The Company determined that this modification was a Type 1 (probable-to-probable) modification that did not increase the fair value of the award and therefore did not require additional stock-based compensation expense to be recognized.
Awards Granted
The Company\u2019s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company\u2019s employees and directors under the Company\u2019s equity incentive plans. Each RSU or PSU is convertible into one share of Common Stock upon vesting. The grant date fair value of the awards are based on the closing share price of the Company\u2019s Common Stock on such grant date.
Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid in respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units.
The Company\u2019s Board of Directors also granted awards to certain non-section 16 officers that are expected to be settled in cash. Upon vesting grantees will receive an amount of cash equal to the closing price of Common Stock multiplied by the number of underlying cash-based RSUs and PSUs awarded. These awards have been classified as liabilities and are include within accrued expenses and other liabilities in the consolidated balance sheets. The vesting requirements and vesting periods are identical to the equity classified awards described below. The Company recognizes expense related to these awards based on the fair value of the Common Stock shares, giving effect to the portion of services rendered during the requisite services period. As of December 31, 2024, there were 63,748 nonvested underlying Common Stock RSUs and PSUs (after giving effect to the actual 2024 PSU attainment levels) related to awards granted to certain non-section 16 officers. There are 49,171 nonvested underlying Common Stock RSUs and PSUs (2024 Tranche Year, after giving effect to the actual 2024 PSU attainment) that are currently classified as liabilities and 14,577 nonvested underlying Common Stock PSUs (2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2025 PSU Tranche Years have yet to be established.
The awards granted under the Company\u2019s equity incentive plans generally had the following features:
| \u25cf | Board of Director Stock Awards: The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to the independent members of its Board of Directors during the years ended December 31, 2024, Decembers 31, 2023, and December 31, 2022 as follows: |
Year Ended | ||||||
December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||
Common Stock | 202,392 | 8,560 | 4,165 | |||
AMC Preferred Equity Units | \u2014 | 15,376 | 4,165 |
| \u25cf | Restricted Stock Unit Awards: The Company granted RSU awards of 2,322,759; 354,015; and 139,427 RSU with grant date fair values of $12.0 million, $12.4 million, and $13.6 million to certain members of management during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period. The RSUs granted during 2024, 2023, and 2022 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting. |
| \u25cf | Performance Stock Unit Awards: |
2024 PSU Awards. During 2024, 2,322,759 total PSUs were awarded (\u201c2024 PSU award\u201d) to certain members of management and executive officers, with total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (\u201cTranche Year\u201d). The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2024 PSU awards will vest if 80% to 120% of the performance targets are attained, with the corresponding vested unit amount ranging from 50% to 200% of the PSUs awarded. If the performance targets are met at 100% the 2024 PSU awards will vest at 2,322,759 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year\u2019s Adjusted EBITDA or free cash flow targets.
The Compensation Committee establishes the annual performance targets at the beginning of each year. Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation - Stock Compensation.
The 2024 PSU award grant date fair value for the 2024 Tranche Year award of 774,202 units was approximately $4.0 million measured at 100% attainment of the performance targets. The 2023 PSU award grant date fair value for the 2024 Tranche Year of 105,357 units was approximately $0.5 million measured at 100% attainment of the performance targets. The 2022 PSU award grant date fair value for the 2024 Tranche Year of 44,081 units was approximately $0.2 million measured at 100% attainment of the performance targets.
At December 31, 2024, the 2024 Tranche Year performance targets for both the annual Adjusted EBITDA and free cash flow were attained at 98% and 200%, respectively.
2023 PSU Awards. During 2023, 327,758 total PSUs were awarded (\u201c2023 PSU award\u201d) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years. The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2023 PSU awards will vest if 80% to 120% of the performance targets are attained, with the corresponding vested unit amount ranging from 50% to 200% of the PSUs awarded. If the performance targets for each Tranche Year are attained at 100%, the 2023 PSU awards will vest 327,758 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year\u2019s Adjusted EBITDA or free cash flow targets.
2022 PSU Awards. During 2022, 139,427 total PSUs were awarded (\u201c2022 PSU award\u201d) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years. The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2022 PSU awards will vest if 80%
to 120% of the performance targets are attained, with the corresponding vested unit amount ranging from 50% to 200% of the PSUs awarded. If the performance targets for each Tranche Year are attained at 100%, the 2022 PSU awards will vest at 139,427 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year\u2019s Adjusted EBITDA and free cash flow targets.
2021 PSU Awards. During 2021, 537,563 total PSUs were awarded (\u201c2021 PSU award\u201d) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years. The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target.
2020 PSU Awards: During the year ended December\u00a031, 2020, PSU awards of 287,260 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and free cash flow target conditions and service conditions, covering a performance period beginning January\u00a01, 2020 and ending on December\u00a031, 2022. The 2020 awards were later modified to separate the service requirements and performance targets into three separate Tranche Years.
Special Awards
On February 22, 2024, the compensation committee of AMC\u2019s Board of Directors (\u201cCompensation Committee\u201d) approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards. This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both targets. This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs (21,829 cash settled units and 456,226 equity settled units). This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the year ended December 31, 2024, the Company recognized $2.1 million of stock compensation expense related to these awards.
On February 23, 2023, the Compensation Committee approved special awards in lieu of vesting of the 2022 Tranche Year PSU awards. The special awards were accounted for as modification to the 2022 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit PSUs. This was treated as a Type 3 modification (improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $14.9 million and $5.3 million, respectively. During the year ended December 31, 2023, the Company recognized $20.2 million of stock compensation expense related to these awards.
The following table represents the nonvested RSU and PSU activity for the years ended December\u00a031, 2024, December\u00a031, 2023 and December\u00a031, 2022:
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | ||||
Weighted | |||||
Average | |||||
Common Stock | Grant\u00a0Date | ||||
RSUs and PSUs (3) | Fair\u00a0Value | ||||
Beginning balance 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 (1) | (474,659) | 35.90 | |||
Nonvested at January 1, 2023 | 626,150 | 59.10 | |||
Granted | 517,067 | 36.73 | |||
Granted - Special Award | 477,918 | 42.25 | |||
Vested | (222,920) | 57.43 | |||
Vested - Special Award | (257,945) | 42.18 | |||
Forfeited | (22,119) | 45.32 | |||
Cancelled (1) | (150,755) | 60.14 | |||
Cancelled - Special Award (1) | (219,973) | 42.34 | |||
Nonvested at January 1, 2024 | 747,423 | 44.35 | |||
Granted (2) | 3,604,916 | 5.11 | |||
Granted - Special Award | 456,226 | 4.42 | |||
Vested | (246,982) | 43.84 | |||
Vested - Special Award | (242,360) | 4.42 | |||
Forfeited (2) | (1,228) | 36.26 | |||
Cancelled (1) | (228,015) | 43.86 | |||
Cancelled - Special Award (1) | (213,866) | 4.42 | |||
Nonvested at December\u00a031, 2024 | 3,876,114 | 7.92 | |||
Tranche Years 2025 and 2026 awarded under the 2024 PSU award and Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025 and 2026, respectively | 1,653,656 | ||||
Total Nonvested at December\u00a031, 2024 | 5,529,770 |
| (1) | Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned. |
| (2) | The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 98% for the Adjusted EBITDA target and 200% for the free cash flow target. |
| (3) | Includes AMC Preferred Equity Unit RSUs and PSUs that were subsequently converted to Common Stock RSUs and PSUs as a result of the Charter Amendments. |
Common Stock | AMC Preferred Equity Units | |||||||||
December 31, | December 31, | |||||||||
(In millions) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||
Shares or units issued | 75.5 | 88.0 | - | - | 7.1 | 20.8 | ||||
Gross proceeds | $ | 261.8 | 675.5 | - | $ | - | 114.5 | 228.8 | ||
Sales agent fees paid | 6.4 | 16.9 | - | - | 2.9 | 5.7 | ||||
Other third-party issuance costs incurred | 1.9 | 1.1 | - | - | 8.8 | 5.5 | ||||
Other third-party issuance costs paid | 0.8 | 0.9 | - | - | 11.7 | 2.7 |
Year Ended | |||||||||
December\u00a031, | December\u00a031, | December\u00a031, | |||||||
(In millions) | 2024 | 2023 | 2022 | ||||||
Equity classified awards: | |||||||||
Special awards expense | $ | 2.1 | $ | 20.2 | $ | \u2014 | |||
Board of director stock award expense | 1.0 | 0.9 | 0.8 | ||||||
Restricted stock unit expense | 12.3 | 14.3 | 13.3 | ||||||
Performance stock unit expense | 6.5 | 6.7 | 8.4 | ||||||
Total equity classified awards: | 21.9 | 42.1 | 22.5 | ||||||
Liability classified awards: | |||||||||
Restricted and performance stock unit expense | 0.1 | 0.4 | \u2014 | ||||||
Total liability classified awards: | 0.1 | 0.4 | \u2014 | ||||||
Total stock-based compensation expense | $ | 22.0 | $ | 42.5 | $ | 22.5 |
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Year Ended | ||||||
December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||
Common Stock | 202,392 | 8,560 | 4,165 | |||
AMC Preferred Equity Units | \u2014 | 15,376 | 4,165 |
\u00a0\u00a0\u00a0\u00a0 | \u00a0\u00a0\u00a0\u00a0 | ||||
Weighted | |||||
Average | |||||
Common Stock | Grant\u00a0Date | ||||
RSUs and PSUs (3) | Fair\u00a0Value | ||||
Beginning balance 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 (1) | (474,659) | 35.90 | |||
Nonvested at January 1, 2023 | 626,150 | 59.10 | |||
Granted | 517,067 | 36.73 | |||
Granted - Special Award | 477,918 | 42.25 | |||
Vested | (222,920) | 57.43 | |||
Vested - Special Award | (257,945) | 42.18 | |||
Forfeited | (22,119) | 45.32 | |||
Cancelled (1) | (150,755) | 60.14 | |||
Cancelled - Special Award (1) | (219,973) | 42.34 | |||
Nonvested at January 1, 2024 | 747,423 | 44.35 | |||
Granted (2) | 3,604,916 | 5.11 | |||
Granted - Special Award | 456,226 | 4.42 | |||
Vested | (246,982) | 43.84 | |||
Vested - Special Award | (242,360) | 4.42 | |||
Forfeited (2) | (1,228) | 36.26 | |||
Cancelled (1) | (228,015) | 43.86 | |||
Cancelled - Special Award (1) | (213,866) | 4.42 | |||
Nonvested at December\u00a031, 2024 | 3,876,114 | 7.92 | |||
Tranche Years 2025 and 2026 awarded under the 2024 PSU award and Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025 and 2026, respectively | 1,653,656 | ||||
Total Nonvested at December\u00a031, 2024 | 5,529,770 |
| (1) | Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned. |
| (2) | The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 98% for the Adjusted EBITDA target and 200% for the free cash flow target. |
| (3) | Includes AMC Preferred Equity Unit RSUs and PSUs that were subsequently converted to Common Stock RSUs and PSUs as a result of the Charter Amendments. |
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, 2024 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, 2024, 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, 2024 was (0.6)%. The Company\u2019s consolidated tax rate for the year ended December\u00a031, 2024 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, 2024 and December\u00a031, 2023, the Company has recorded net deferred tax liabilities of $33.9\u00a0million and of $32.4\u00a0million, respectively.
The income tax provision reflected in the consolidated statements of operations consists of the following components:
Year\u00a0Ended | ||||||||||
(In\u00a0millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | \u2014 | $ | \u2014 | $ | \u2014 | ||||
Foreign | \u00a0 | 2.4 | \u00a0 | 1.9 | \u00a0 | 0.9 | ||||
State | \u00a0 | (1.8) | \u00a0 | 0.8 | \u00a0 | (0.1) | ||||
Total current | \u00a0 | 0.6 | \u00a0 | 2.7 | \u00a0 | 0.8 | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 0.5 | \u00a0 | 0.4 | \u00a0 | 0.3 | ||||
Foreign | \u00a0 | (0.3) | \u00a0 | (0.2) | \u00a0 | 0.7 | ||||
State | \u00a0 | 1.3 | \u00a0 | 0.5 | \u00a0 | 0.7 | ||||
Total deferred | \u00a0 | 1.5 | \u00a0 | 0.7 | \u00a0 | 1.7 | ||||
Total provision | $ | 2.1 | $ | 3.4 | $ | 2.5 |
Pre-tax losses consisted of the following:
Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Domestic | $ | (192.4) | $ | (216.7) | $ | (685.8) | ||||
Foreign | \u00a0 | (158.1) | \u00a0 | (176.5) | \u00a0 | (285.3) | ||||
Total | $ | (350.5) | $ | (393.2) | $ | (971.1) |
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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Income tax benefit at the federal statutory rate | $ | (73.6) | $ | (82.5) | $ | (203.9) | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (5.8) | \u00a0 | (14.7) | \u00a0 | (30.9) | ||||
Increase in reserve for uncertain tax positions | \u00a0 | \u2014 | \u00a0 | (0.2) | \u00a0 | \u2014 | ||||
Federal and state credits | \u00a0 | (1.5) | \u00a0 | (1.3) | \u00a0 | (2.5) | ||||
Permanent items \u2014 other | 4.6 | (17.6) | 5.2 | |||||||
Foreign rate differential | (6.4) | (3.6) | (11.0) | |||||||
Original issue discount | \u2014 | \u2014 | (152.5) | |||||||
Other | \u00a0 | 0.3 | \u00a0 | 1.2 | \u00a0 | (14.2) | ||||
Valuation allowance | \u00a0 | 84.5 | \u00a0 | 122.1 | \u00a0 | 412.3 | ||||
Income tax provision | $ | 2.1 | $ | 3.4 | $ | 2.5 | ||||
Effective income tax rate | \u00a0 | (0.6) | %\u00a0\u00a0 | \u00a0 | (0.9) | %\u00a0\u00a0 | \u00a0 | (0.3) | % |
The significant components of deferred income tax assets and liabilities as of December\u00a031, 2024 and December\u00a031, 2023 are as follows:
December\u00a031, 2024 | December\u00a031, 2023 | |||||||||||
Deferred Income Tax | Deferred Income Tax | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (60.8) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (83.4) |
Right-of-use assets | \u2014 | (831.5) | \u2014 | (914.3) | ||||||||
Accrued liabilities | \u00a0 | 11.2 | \u00a0 | \u2014 | \u00a0 | 13.8 | \u00a0 | \u2014 | ||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (128.0) | \u00a0 | \u2014 | \u00a0 | (119.4) | ||||
Receivables | \u00a0 | 12.1 | \u00a0 | \u2014 | \u00a0 | 9.5 | \u00a0 | \u2014 | ||||
Investments | \u00a0 | 44.4 | \u00a0 | \u2014 | \u00a0 | 48.0 | \u00a0 | \u2014 | ||||
Capital loss carryforwards | \u00a0 | 4.6 | \u00a0 | \u2014 | \u00a0 | 5.4 | \u00a0 | \u2014 | ||||
Pension and deferred compensation | \u00a0 | 15.5 | \u00a0 | \u2014 | \u00a0 | 22.7 | \u00a0 | \u2014 | ||||
Corporate borrowings | \u00a0 | \u2014 | \u00a0 | (52.8) | \u00a0 | 41.9 | \u00a0 | \u2014 | ||||
Disallowed interest | 663.2 | \u2014 | 515.0 | \u2014 | ||||||||
Deferred revenue | \u00a0 | 163.2 | \u00a0 | \u2014 | \u00a0 | 163.4 | \u00a0 | \u2014 | ||||
Lease liabilities | \u00a0 | 1,077.5 | \u00a0 | \u2014 | \u00a0 | 1,169.8 | \u00a0 | \u2014 | ||||
Finance lease obligations | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 0.2 | \u00a0 | \u2014 | ||||
Other credit carryovers | \u00a0 | 31.1 | \u00a0 | \u2014 | \u00a0 | 28.3 | \u00a0 | \u2014 | ||||
Net operating loss carryforwards | \u00a0 | 727.9 | \u00a0 | \u2014 | \u00a0 | 708.0 | \u00a0 | \u2014 | ||||
Total | $ | 2,750.7 | $ | (1,073.1) | $ | 2,726.0 | $ | (1,117.1) | ||||
Less: Valuation allowance | \u00a0 | (1,711.5) | \u00a0 | \u2014 | \u00a0 | (1,641.3) | \u00a0 | \u2014 | ||||
Net deferred income taxes | $ | 1,039.2 | $ | (1,073.1) | $ | 1,084.7 | $ | (1,117.1) |
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 2024 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,641.3 | 84.5 | (14.3) | $ | 1,711.5 | ||||
Calendar Year 2023 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,513.0 | 122.1 | 6.2 | $ | 1,641.3 | ||||
Calendar Year 2022 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,114.1 | 412.3 | (13.4) | $ | 1,513.0 |
| (1) | Primarily relates to the Company\u2019s increase in the current year\u2019s federal, state, and 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 $1,742.0 million. Approximately $320.3 million will expire between 2025 and 2036 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. Approximately $1,421.7 million can be used indefinitely. The Company\u2019s foreign net operating losses of $945.4\u00a0million can be used indefinitely. The Company also has state income tax loss carryforwards of $2,688.1 million. Approximately $1,935.2 million may be used over various periods ranging from 1 to 20 years. Approximately $752.9 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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Balance at beginning of period | $ | 5.5 | $ | 7.4 | $ | 8.3 | |||
Gross decreases\u2014expiration of statute of limitations | \u2014 | (1.9) | (0.9) | ||||||
Balance at end of period | $ | 5.5 | $ | 5.5 | $ | 7.4 |
There are currently $0.1 million of unrecognized tax benefits which the Company anticipates will be resolved in the next twelve months.
The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Generally, tax years beginning after December\u00a031, 2004 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has net operating loss (\u201cNOL\u201d) carryforwards for tax years ended December\u00a031, 2005 through December\u00a031, 2024, 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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Current: | ||||||||||
Federal | $ | \u2014 | $ | \u2014 | $ | \u2014 | ||||
Foreign | \u00a0 | 2.4 | \u00a0 | 1.9 | \u00a0 | 0.9 | ||||
State | \u00a0 | (1.8) | \u00a0 | 0.8 | \u00a0 | (0.1) | ||||
Total current | \u00a0 | 0.6 | \u00a0 | 2.7 | \u00a0 | 0.8 | ||||
Deferred: | ||||||||||
Federal | \u00a0 | 0.5 | \u00a0 | 0.4 | \u00a0 | 0.3 | ||||
Foreign | \u00a0 | (0.3) | \u00a0 | (0.2) | \u00a0 | 0.7 | ||||
State | \u00a0 | 1.3 | \u00a0 | 0.5 | \u00a0 | 0.7 | ||||
Total deferred | \u00a0 | 1.5 | \u00a0 | 0.7 | \u00a0 | 1.7 | ||||
Total provision | $ | 2.1 | $ | 3.4 | $ | 2.5 |
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Year\u00a0Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Domestic | $ | (192.4) | $ | (216.7) | $ | (685.8) | ||||
Foreign | \u00a0 | (158.1) | \u00a0 | (176.5) | \u00a0 | (285.3) | ||||
Total | $ | (350.5) | $ | (393.2) | $ | (971.1) |
Year Ended | ||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | \u00a0 | |||
Income tax benefit at the federal statutory rate | $ | (73.6) | $ | (82.5) | $ | (203.9) | ||||
Effect of: | ||||||||||
State income taxes | \u00a0 | (5.8) | \u00a0 | (14.7) | \u00a0 | (30.9) | ||||
Increase in reserve for uncertain tax positions | \u00a0 | \u2014 | \u00a0 | (0.2) | \u00a0 | \u2014 | ||||
Federal and state credits | \u00a0 | (1.5) | \u00a0 | (1.3) | \u00a0 | (2.5) | ||||
Permanent items \u2014 other | 4.6 | (17.6) | 5.2 | |||||||
Foreign rate differential | (6.4) | (3.6) | (11.0) | |||||||
Original issue discount | \u2014 | \u2014 | (152.5) | |||||||
Other | \u00a0 | 0.3 | \u00a0 | 1.2 | \u00a0 | (14.2) | ||||
Valuation allowance | \u00a0 | 84.5 | \u00a0 | 122.1 | \u00a0 | 412.3 | ||||
Income tax provision | $ | 2.1 | $ | 3.4 | $ | 2.5 | ||||
Effective income tax rate | \u00a0 | (0.6) | %\u00a0\u00a0 | \u00a0 | (0.9) | %\u00a0\u00a0 | \u00a0 | (0.3) | % |
December\u00a031, 2024 | December\u00a031, 2023 | |||||||||||
Deferred Income Tax | Deferred Income Tax | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | \u00a0\u00a0\u00a0\u00a0 | Assets | \u00a0\u00a0\u00a0\u00a0 | Liabilities | ||||
Tangible assets | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (60.8) | \u00a0\u00a0\u00a0\u00a0 | $ | \u2014 | \u00a0\u00a0\u00a0\u00a0 | $ | (83.4) |
Right-of-use assets | \u2014 | (831.5) | \u2014 | (914.3) | ||||||||
Accrued liabilities | \u00a0 | 11.2 | \u00a0 | \u2014 | \u00a0 | 13.8 | \u00a0 | \u2014 | ||||
Intangible assets | \u00a0 | \u2014 | \u00a0 | (128.0) | \u00a0 | \u2014 | \u00a0 | (119.4) | ||||
Receivables | \u00a0 | 12.1 | \u00a0 | \u2014 | \u00a0 | 9.5 | \u00a0 | \u2014 | ||||
Investments | \u00a0 | 44.4 | \u00a0 | \u2014 | \u00a0 | 48.0 | \u00a0 | \u2014 | ||||
Capital loss carryforwards | \u00a0 | 4.6 | \u00a0 | \u2014 | \u00a0 | 5.4 | \u00a0 | \u2014 | ||||
Pension and deferred compensation | \u00a0 | 15.5 | \u00a0 | \u2014 | \u00a0 | 22.7 | \u00a0 | \u2014 | ||||
Corporate borrowings | \u00a0 | \u2014 | \u00a0 | (52.8) | \u00a0 | 41.9 | \u00a0 | \u2014 | ||||
Disallowed interest | 663.2 | \u2014 | 515.0 | \u2014 | ||||||||
Deferred revenue | \u00a0 | 163.2 | \u00a0 | \u2014 | \u00a0 | 163.4 | \u00a0 | \u2014 | ||||
Lease liabilities | \u00a0 | 1,077.5 | \u00a0 | \u2014 | \u00a0 | 1,169.8 | \u00a0 | \u2014 | ||||
Finance lease obligations | \u00a0 | \u2014 | \u00a0 | \u2014 | \u00a0 | 0.2 | \u00a0 | \u2014 | ||||
Other credit carryovers | \u00a0 | 31.1 | \u00a0 | \u2014 | \u00a0 | 28.3 | \u00a0 | \u2014 | ||||
Net operating loss carryforwards | \u00a0 | 727.9 | \u00a0 | \u2014 | \u00a0 | 708.0 | \u00a0 | \u2014 | ||||
Total | $ | 2,750.7 | $ | (1,073.1) | $ | 2,726.0 | $ | (1,117.1) | ||||
Less: Valuation allowance | \u00a0 | (1,711.5) | \u00a0 | \u2014 | \u00a0 | (1,641.3) | \u00a0 | \u2014 | ||||
Net deferred income taxes | $ | 1,039.2 | $ | (1,073.1) | $ | 1,084.7 | $ | (1,117.1) |
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 2024 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,641.3 | 84.5 | (14.3) | $ | 1,711.5 | ||||
Calendar Year 2023 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,513.0 | 122.1 | 6.2 | $ | 1,641.3 | ||||
Calendar Year 2022 | ||||||||||
Valuation allowance-deferred income tax assets | $ | 1,114.1 | 412.3 | (13.4) | $ | 1,513.0 |
| (1) | Primarily relates to the Company\u2019s increase in the current year\u2019s federal, state, and 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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Balance at beginning of period | $ | 5.5 | $ | 7.4 | $ | 8.3 | |||
Gross decreases\u2014expiration of statute of limitations | \u2014 | (1.9) | (0.9) | ||||||
Balance at end of period | $ | 5.5 | $ | 5.5 | $ | 7.4 |
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. An unfavorable outcome could also have a material adverse effect on the Company\u2019s financial position or the market prices of the Company\u2019s securities, including the Company\u2019s Common Stock.
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 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 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 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\u00a0Allegheny\u00a0Action asserted a claim for breach of fiduciary duty against certain of the Company\u2019s directors at the time and a claim for breach of 8\u00a0Del. C. \u00a7 242 against those directors and the Company, arising out of the Company\u2019s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the \u201cAntara Transactions\u201d), and certain amendments to the Company\u2019s Third Amended and Restated Certificate of Incorporation to increase the Company\u2019s total number of authorized shares of Common Stock and to effectuate a reverse stock split at a ratio of\u00a0\u00a0share of Common Stock for every ten shares of Common Stock (together, the \u201cCharter Amendments\u201d). The\u00a0Munoz\u00a0Action, which was filed by stockholders who had previously made demands to inspect certain of the Company\u2019s books and records pursuant to 8\u00a0Del. C. \u00a7 220, 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\u00a0Allegheny\u00a0Action. The Allegheny Action sought a declaration that the issuance of the AMC Preferred Equity Units 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 AMC Preferred Equity Units on the Charter Amendments or that the AMC Preferred Equity Units be enjoined from voting on the Charter Amendments, and an award of money damages. The Munoz Action sought to enjoin the AMC Preferred Equity Units from voting on the Charter Amendments.
On February 27, 2023, the Delaware Court of Chancery entered a status quo order that 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 (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 \u201cSettlement Payment\u201d). The Company\u2019s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendments. 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 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 AMC Preferred Equity Units 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 of the court\u2019s decision approving the settlement. On May 22, 2024, the Delaware Supreme Court affirmed the court\u2019s decision approving the settlement of the Shareholder Litigation. On August 20, 2024, the purported stockholder who appealed to the Delaware Supreme Court filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on October 7, 2024.
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 fair value of the Settlement Payment of $99.3 million and legal fees, net of probable insurance recoveries of $10.8 million. The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders\u2019 deficit.
On August 14, 2023, a putative class action on behalf of holders of AMC Preferred Equity Units, 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 asserted claims for a declaratory judgment, injunctive relief, and breach of contract, and alleged that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units 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 October 2, 2024, the court granted the Company\u2019s motion to dismiss, and dismissed the amended complaint with prejudice. On October 30, 2024, the plaintiff filed a notice of appeal in the Delaware Supreme Court.
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 $80.0 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 $10.0 million deductible.
The primary insurer in the Coverage Action has paid its full $5.0 million limit. The Company has reached confidential settlement agreements with multiple insurers in the Coverage Action.
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 June 17, 2024, the court granted the Company\u2019s motion to dismiss and denied plaintiffs\u2019 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 sought 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. On April 17, 2024, the parties filed a stipulation dismissing the Miller Action with prejudice.
On May 2, 2024, the United States District Court for the Southern District of New York issued an order granting final approval of a proposed settlement reached by all parties to an action brought by plaintiffs Dennis J. Donoghue and Mark Rubenstein, each of whom are shareholders of the Company, for the Company to recover \u201cshort-swing\u201d profits under Section 16(b) of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) alleged to have been realized by defendants Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati (collectively, the \u201cAntara Defendants\u201d) in connection with their purchases and sales of the Company\u2019s securities. The Company is party to the suit in name only, which was brought for the benefit of the Company. The Company received $2.6 million in connection with this action during the year ended December 31, 2024.
On September 17, 2024, an action captioned A Holdings \u2013 B LLC, et al. v. GLAS Trust Company LLC, Index No. 654878/2024 (the \u201cNoteholder Action\u201d), was filed in the Supreme Court of the State of New York. The Noteholder Action was filed by an ad hoc group of holders of the Company\u2019s Existing First Lien Notes asserting claims for breach of contract and seeking a declaratory judgment against the Company and GLAS Trust Company LLC (\u201cGLAS\u201d), the trustee under the indenture for the Company\u2019s Second Lien Notes, in connection with the Refinancing Transactions announced by AMC on July 22, 2024. Plaintiffs allege that GLAS and the Company breached the first lien/second lien intercreditor agreement dated July 31, 2020 (the \u201cIntercreditor Agreement\u201d) by improperly transferring collateral that secured the Existing First Lien Notes free of such liens and eliminating the Existing First Lien Notes\u2019 priority in certain other collateral in connection with the Refinancing Transactions. An unfavorable outcome, in which it is determined that the Company breached, as claimed, the Intercreditor Agreement, would permit noteholders to claim an event of default occurred under the indenture governing the Existing First Lien Notes and, subject to any conditions in the indenture, permit noteholders to accelerate the Existing First Lien Notes, which could in turn result in the acceleration of the Company\u2019s other outstanding debt. Such an event would thereby have a material adverse effect on our business, financial condition and results of operations and on the market prices of our securities, including our Common Stock. We intend to vigorously defend against any claims made in the Noteholder Action. On November 20, 2024, the Company filed a motion to dismiss the complaint.
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NOTE 12\u2014FAIR VALUE MEASUREMENTS
Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:
Level\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, 2024 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, 2024 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 0.8 | $ | \u2014 | $ | \u2014 | $ | 0.8 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 5.3 | 5.3 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 6.1 | $ | 5.3 | $ | \u2014 | $ | 0.8 | ||||
Corporate Borrowings: | ||||||||||||
$ | 157.6 | $ | \u2014 | $ | \u2014 | $ | 157.6 | |||||
Total liabilities at fair value | $ | 157.6 | $ | \u2014 | $ | \u2014 | $ | 157.6 |
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 assets at fair value | $ | 9.1 | $ | 5.8 | $ | \u2014 | $ | 3.3 |
Derivative liability valuation. On July 22, 2024, the Company issued Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815\u2014Derivatives and Hedging. These conversion features were combined into a single derivative that comprises all features requiring bifurcation, see Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for further information. The derivative features have been valued using a Binomial Lattice approach. The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes. The significant inputs used to value the derivative include the initial share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield. The estimated fair value of the derivative liability on July 22, 2024 was $233.4 million. The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the consolidated statements of operations.
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 the Company\u2019s impairment evaluation and the nonrecurring fair value measurements of the bond component of the Company\u2019s Exchangeable Notes:
Fair Value Measurements at December\u00a031, 2024 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\u00a031, 2024 | \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 | $ | 16.5 | $ | \u2014 | $ | \u2014 | $ | 16.5 | $ | 18.1 | |||||
Operating lease right-of-use assets | |||||||||||||||
Operating lease right-of-use assets | 45.6 | \u2014 | \u2014 | 45.6 | 54.2 | ||||||||||
Total | $ | 62.1 | $ | \u2014 | $ | \u2014 | $ | 62.1 | $ | 72.3 |
Fair Value Measurements at December\u00a031, 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\u00a031, 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). |
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, 2024, related cash flows were discounted at 9.0% for the Domestic Theatres and 10.5% for the International Theatres, at December 31, 2023, related cash flows were discounted at 9.0% for Domestic Theatres and 11.0% for International Theatres.
Fair Value Measurements at July 22, 2024 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 | |||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | July 22, 2024 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Corporate Borrowings: | |||||||||||||||
Exchangeable Notes | $ | 293.6 | $ | \u2014 | $ | 293.6 | $ | \u2014 | $ | \u2014 |
Valuation Technique. The bond component of the Exchangeable Notes issued on July 22, 2024 was recorded at fair value. The Company estimated the fair value using a discounted cash flow analysis utilizing a discount yield based on the risk-free rate plus an assumed credit spread built using observable recovery rates of similarly secured debt. See Note 8\u2014Corporate Borrowings and Finance Lease Liabilities for further information.
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, 2024 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, 2024 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 64.2 | $ | \u2014 | $ | 65.0 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 3,853.3 | \u00a0 | \u2014 | \u00a0 | 3,866.3 | \u2014 |
\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 | \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-1912","factDimensions":{"xbrl:concept":"us-gaap:FairValueAssetsMeasuredOnRecurringBasisTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Fair Value Measurements at December\u00a031, 2024 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, 2024 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Other long-term assets: | ||||||||||||
Investment in Hycroft warrants | $ | 0.8 | $ | \u2014 | $ | \u2014 | $ | 0.8 | ||||
Marketable equity securities: | ||||||||||||
Investment in Hycroft | 5.3 | 5.3 | \u2014 | \u2014 | ||||||||
Total assets at fair value | $ | 6.1 | $ | 5.3 | $ | \u2014 | $ | 0.8 | ||||
Corporate Borrowings: | ||||||||||||
$ | 157.6 | $ | \u2014 | $ | \u2014 | $ | 157.6 | |||||
Total liabilities at fair value | $ | 157.6 | $ | \u2014 | $ | \u2014 | $ | 157.6 |
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 assets at fair value | $ | 9.1 | $ | 5.8 | $ | \u2014 | $ | 3.3 |
Fair Value Measurements at December\u00a031, 2024 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\u00a031, 2024 | \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 | $ | 16.5 | $ | \u2014 | $ | \u2014 | $ | 16.5 | $ | 18.1 | |||||
Operating lease right-of-use assets | |||||||||||||||
Operating lease right-of-use assets | 45.6 | \u2014 | \u2014 | 45.6 | 54.2 | ||||||||||
Total | $ | 62.1 | $ | \u2014 | $ | \u2014 | $ | 62.1 | $ | 72.3 |
Fair Value Measurements at December\u00a031, 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\u00a031, 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 July 22, 2024 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 | |||||||||||
Value at | active\u00a0market | inputs | inputs | Total | |||||||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | July 22, 2024 | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a01) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a02) | \u00a0\u00a0\u00a0\u00a0 | (Level\u00a03) | \u00a0\u00a0\u00a0\u00a0 | Losses | |||||
Corporate Borrowings: | |||||||||||||||
Exchangeable Notes | $ | 293.6 | $ | \u2014 | $ | 293.6 | $ | \u2014 | $ | \u2014 |
\u00a0\u00a0\u00a0\u00a0 | Fair Value Measurements at December\u00a031, 2024 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, 2024 | (Level\u00a01) | (Level\u00a02) | (Level\u00a03) | ||||||||
Current maturities of corporate borrowings | $ | 64.2 | $ | \u2014 | $ | 65.0 | $ | \u2014 | ||||
Corporate borrowings | \u00a0 | 3,853.3 | \u00a0 | \u2014 | \u00a0 | 3,866.3 | \u2014 |
\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 | \u00a0 | \u2014 |
"}]},{"name":"rpt:f-1961","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtCurrent","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByMeasurementBasisAxis":"us-gaap:CarryingReportedAmountFairValueDisclosureMember"},"factValues":[{"value":"64200000","decimals":-5}]},{"name":"rpt:f-1962","factDimensions":{"xbrl:concept":"amch:LongTermDebtCurrentFairValueDisclosure","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByFairValueHierarchyLevelAxis":"us-gaap:FairValueInputsLevel2Member"},"factValues":[{"value":"65000000","decimals":-5}]},{"name":"rpt:f-1963","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtNoncurrent","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByMeasurementBasisAxis":"us-gaap:CarryingReportedAmountFairValueDisclosureMember"},"factValues":[{"value":"3853300000","decimals":-5}]},{"name":"rpt:f-1964","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtFairValue","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByFairValueHierarchyLevelAxis":"us-gaap:FairValueInputsLevel2Member"},"factValues":[{"value":"3866300000","decimals":-5}]},{"name":"rpt:f-1965","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtCurrent","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByMeasurementBasisAxis":"us-gaap:CarryingReportedAmountFairValueDisclosureMember"},"factValues":[{"value":"25100000","decimals":-5}]},{"name":"rpt:f-1966","factDimensions":{"xbrl:concept":"amch:LongTermDebtCurrentFairValueDisclosure","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByFairValueHierarchyLevelAxis":"us-gaap:FairValueInputsLevel2Member"},"factValues":[{"value":"21500000","decimals":-5}]},{"name":"rpt:f-1967","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtNoncurrent","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByMeasurementBasisAxis":"us-gaap:CarryingReportedAmountFairValueDisclosureMember"},"factValues":[{"value":"4552300000","decimals":-5}]},{"name":"rpt:f-1968","factDimensions":{"xbrl:concept":"us-gaap:LongTermDebtFairValue","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001411579","xbrl:unit":"iso4217:USD","us-gaap:FairValueByFairValueHierarchyLevelAxis":"us-gaap:FairValueInputsLevel2Member"},"factValues":[{"value":"3674700000","decimals":-5}]},{"name":"rpt:f-1969","factDimensions":{"xbrl:concept":"us-gaap:SegmentReportingDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"
NOTE 13\u2014SEGMENT REPORTING
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. Management has organized the Company around differences in geographic areas. 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. 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\u2019s chief operating decision maker (\u201cCODM\u201d) uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. During the year ended December 31, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for \u201ccash distributions from non-consolidated entities\u201d and \u201cother non-cash rent benefit.\u201d All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.
The Company\u2019s CODM is the chief executive officer. 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. The CODM assess segment performance quarterly by comparing segment annual Adjusted EBITDA against budgeted and/or forecasted Adjusted EBITDA.
The CODM uses Adjusted EBITDA for each segment to determine how to allocate resources for future capital expenditures and for general corporate purposes. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company\u2019s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets.
The following tables below provide reconciliation of segment revenues to Adjusted EBITDA:
Year Ended | |||||||||
December\u00a031, 2024 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 3,544.2 | $ | 1,093.0 | $ | 4,637.2 | |||
Less: | |||||||||
Film exhibition costs | 988.8 | 250.4 | 1,239.2 | ||||||
Food and beverage costs | \u00a0 | 225.7 | \u00a0 | 79.9 | \u00a0 | 305.6 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,249.0 | \u00a0 | \u00a0 | 425.0 | \u00a0 | 1,674.0 | ||
Rent | \u00a0 | 649.9 | 223.7 | \u00a0 | 873.6 | ||||
General and administrative expense - other, excluding depreciation and amortization (3) | 130.6 | \u00a0 | 74.2 | 204.8 | |||||
Other segment items (4) | \u00a0 | (1.3) | (2.6) | (3.9) | |||||
Adjusted EBITDA | $ | 301.5 | $ | 42.4 | $ | 343.9 |
Year Ended | |||||||||
December\u00a031, 2023 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 3,688.7 | $ | 1,123.9 | $ | 4,812.6 | |||
Less: | |||||||||
Film exhibition costs | 1,023.3 | 267.8 | 1,291.1 | ||||||
Food and beverage costs | \u00a0 | 233.9 | \u00a0 | 81.4 | \u00a0 | 315.3 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,261.8 | \u00a0 | 427.2 | \u00a0 | 1,689.0 | |||
Rent | \u00a0 | 651.5 | 222.0 | 873.5 | |||||
General and administrative expense - other, excluding depreciation and amortization (3) | 130.9 | \u00a0 | 68.5 | 199.4 | |||||
Other segment items (4) | \u00a0 | (3.8) | \u00a0 | (6.2) | \u00a0 | (10.0) | |||
Adjusted EBITDA | $ | 391.1 | $ | 63.2 | $ | 454.3 |
Year Ended | |||||||||
December\u00a031, 2022 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 2,961.7 | $ | 949.7 | $ | 3,911.4 | |||
Less: | |||||||||
Film exhibition costs | 831.4 | 220.3 | 1,051.7 | ||||||
Food and beverage costs | \u00a0 | 165.1 | \u00a0 | 63.5 | \u00a0 | 228.6 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,101.9 | \u00a0 | 418.5 | \u00a0 | 1,520.4 | |||
Rent | \u00a0 | 666.5 | 219.7 | 886.2 | |||||
General and administrative expense - other, excluding depreciation and amortization (3) | 122.1 | \u00a0 | 62.9 | 185.0 | |||||
Other segment items (4) | \u00a0 | (3.8) | \u00a0 | (23.3) | \u00a0 | (27.1) | |||
Adjusted EBITDA | $ | 78.5 | $ | (11.9) | $ | 66.6 |
| (1) | All segment revenues are comprised of revenues from external customers. |
| (2) | Operating expense, excluding depreciation and amortization excludes certain operating expenses as further defined in the reconciliation of net loss to Adjusted EBITDA below. |
| (3) | General and administrative expense \u2013 other, excluding depreciation and amortization excludes stock compensation expense. |
| (4) | Other segment items include government assistance, business interruption insurance recoveries, net periodic pension cost (benefit), and attributable EBITDA from international theatre joint ventures. |
Other segment disclosures:
Year Ended | |||||||||
December\u00a031, 2024 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 247.5 | $ | 72.0 | $ | 319.5 | |||
Income tax provision (benefit) | \u2014 | 2.1 | 2.1 | ||||||
Other income | (113.7) | (30.1) | (143.8) | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 20.0 | 2.0 | 22.0 | ||||||
Impairment of long-lived assets | 51.9 | 20.4 | 72.3 | ||||||
Equity in earnings of non-consolidated entities | (10.7) | (1.7) | (12.4) | ||||||
Capital expenditures | 171.4 | 74.1 | 245.5 |
Year Ended | |||||||||
December\u00a031, 2023 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 286.5 | $ | 78.5 | $ | 365.0 | |||
Income tax provision | 1.8 | 1.6 | 3.4 | ||||||
Other income | (47.3) | (21.8) | (69.1) | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 38.3 | 4.2 | 42.5 | ||||||
Impairment of long-lived assets | 49.2 | 57.7 | 106.9 | ||||||
Equity in earnings of non-consolidated entities | (5.5) | (2.2) | (7.7) | ||||||
Capital expenditures | 167.0 | 58.6 | 225.6 |
Year Ended | |||||||||
December\u00a031, 2022 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 312.2 | $ | 83.8 | $ | 396.0 | |||
Income tax provision | 0.9 | 1.6 | 2.5 | ||||||
Other expense | 52.0 | 1.6 | 53.6 | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 20.3 | 2.2 | 22.5 | ||||||
Impairment of long-lived assets | 73.4 | 59.7 | 133.1 | ||||||
Equity in (earnings) loss of non-consolidated entities | (4.3) | 5.9 | 1.6 | ||||||
Capital expenditures | 138.4 | 63.6 | 202.0 |
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | December\u00a031, 2022 | |||||
Net loss | $ | (352.6) | $ | (396.6) | $ | (973.6) | |||
Plus: | |||||||||
Income tax provision (1) | \u00a0 | 2.1 | \u00a0 | 3.4 | 2.5 | ||||
Interest expense | \u00a0 | 443.7 | \u00a0 | 411.2 | 378.7 | ||||
Depreciation and amortization | \u00a0 | 319.5 | \u00a0 | 365.0 | 396.0 | ||||
Impairment of long-lived assets (2) | \u00a0 | 72.3 | \u00a0 | 106.9 | 133.1 | ||||
Certain operating expense (3) | \u00a0 | 5.4 | \u00a0 | 2.5 | 8.0 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | (12.4) | \u00a0 | (7.7) | 1.6 | ||||
Attributable EBITDA (5) | 1.9 | 2.2 | 0.4 | ||||||
Investment expense (income) (6) | \u00a0 | (16.3) | \u00a0 | (15.5) | 14.9 | ||||
Other expense (income) (7) | \u00a0 | (141.8) | \u00a0 | (61.3) | 80.4 | ||||
Merger, acquisition and other costs (8) | \u00a0 | 0.1 | \u00a0 | 1.7 | 2.1 | ||||
Stock-based compensation expense (9) | \u00a0 | 22.0 | \u00a0 | 42.5 | 22.5 | ||||
Adjusted EBITDA | $ | 343.9 | $ | 454.3 | $ | 66.6 |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2024, the Company recorded non-cash impairment charges related to its long-lived assets of $51.9 million on 39 theatres in the U.S. markets with 469 screens which were related to property, net and operating lease right-of-use assets, net and $20.4 million on 23 theatres in the International markets with 188 screens which were related to property, net and operating lease right-of-use assets, net. |
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.
| (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 $(10.0) million during the year ended December 31, 2024. 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. |
| (5) | 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\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | December\u00a031, 2022 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | (12.4) | $ | (7.7) | $ | 1.6 | |||
Less: | |||||||||
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures | (11.5) | (6.6) | (5.4) | ||||||
Equity in earnings (loss) of International theatre joint ventures | 0.9 | 1.1 | (7.0) | ||||||
Income tax provision | \u2014 | 0.1 | 0.1 | ||||||
Investment expense (income) | (0.4) | (0.6) | 0.2 | ||||||
Interest expense | 0.1 | 0.2 | 0.1 | ||||||
Impairment of long-lived assets | \u2014 | \u2014 | 4.2 | ||||||
Depreciation and amortization | 1.3 | 1.4 | 2.8 | ||||||
Attributable EBITDA | $ | 1.9 | $ | 2.2 | $ | 0.4 |
| (6) | Investment expense (income) during the year ended December 31, 2024 includes interest income of $(19.2) million, partially offset by a decline in the estimated fair value of the Company\u2019s investment in common shares of Hycroft of $0.4 million and a decline in the estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft of $2.5 million. |
Investment expense (income) during the year ended December 31, 2023 included a $(15.5) million gain on sale of the Company\u2019s investment in Saudi Cinema Company LLC and interest income of $(15.3) million, partially offset by a decline in estimated fair value of investment in common shares of Hycroft of $6.6 million, a decline in the estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft of $6.0 million, $1.8 million of expense for NCM Common Units and $1.0 million impairment of a cost method investment.
Investment expense (income) during the year ended December 31, 2022 included a decline in estimated fair value of investment in common shares of Hycroft of $12.5 million partially offset by $(6.2) million of appreciation in estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft, a $13.5 million loss on sale of the Company\u2019s investment in NCM common units offset by interest income of $(5.9) million.
| (7) | Other expense (income) during the year ended December 31, 2024 primarily consists of a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(75.8) million, shareholder litigation recoveries of $(40.2) million, net gains on debt extinguishment of $(38.9) million, and a vendor dispute of $(36.2) million, partially offset by term loan modification third party fees of $42.3 million and foreign currency transaction losses of $7.0 million. |
Other expense (income) for 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.
| (8) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (9) | Non-cash or non-recurring expense included in general and administrative: other. |
Financial information about geographic area is as follows:
Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||||
United States | $ | 3,544.2 | $ | 3,688.7 | $ | 2,961.7 | |||
United Kingdom | 408.8 | 400.9 | 379.3 | ||||||
Spain | 143.3 | 148.2 | 114.6 | ||||||
Sweden | 116.4 | 124.9 | 125.0 | ||||||
Italy | 147.6 | 151.9 | 90.4 | ||||||
Germany | 111.6 | 125.8 | 96.2 | ||||||
Finland | 90.1 | 97.9 | 73.9 | ||||||
Ireland | 32.5 | 32.2 | 27.3 | ||||||
Other foreign countries | 42.7 | 42.1 | 43.0 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2024 | December\u00a031, 2023 | ||||
United States | $ | 5,474.2 | $ | 5,795.6 | ||
International | 1,826.1 | 2,010.5 | ||||
Total long-term assets (1) | $ | 7,300.3 | $ | 7,806.1 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets. |
Year Ended | |||||||||
December\u00a031, 2024 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 3,544.2 | $ | 1,093.0 | $ | 4,637.2 | |||
Less: | |||||||||
Film exhibition costs | 988.8 | 250.4 | 1,239.2 | ||||||
Food and beverage costs | \u00a0 | 225.7 | \u00a0 | 79.9 | \u00a0 | 305.6 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,249.0 | \u00a0 | \u00a0 | 425.0 | \u00a0 | 1,674.0 | ||
Rent | \u00a0 | 649.9 | 223.7 | \u00a0 | 873.6 | ||||
General and administrative expense - other, excluding depreciation and amortization (3) | 130.6 | \u00a0 | 74.2 | 204.8 | |||||
Other segment items (4) | \u00a0 | (1.3) | (2.6) | (3.9) | |||||
Adjusted EBITDA | $ | 301.5 | $ | 42.4 | $ | 343.9 |
Year Ended | |||||||||
December\u00a031, 2023 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 3,688.7 | $ | 1,123.9 | $ | 4,812.6 | |||
Less: | |||||||||
Film exhibition costs | 1,023.3 | 267.8 | 1,291.1 | ||||||
Food and beverage costs | \u00a0 | 233.9 | \u00a0 | 81.4 | \u00a0 | 315.3 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,261.8 | \u00a0 | 427.2 | \u00a0 | 1,689.0 | |||
Rent | \u00a0 | 651.5 | 222.0 | 873.5 | |||||
General and administrative expense - other, excluding depreciation and amortization (3) | 130.9 | \u00a0 | 68.5 | 199.4 | |||||
Other segment items (4) | \u00a0 | (3.8) | \u00a0 | (6.2) | \u00a0 | (10.0) | |||
Adjusted EBITDA | $ | 391.1 | $ | 63.2 | $ | 454.3 |
Year Ended | |||||||||
December\u00a031, 2022 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Revenues (1) | $ | 2,961.7 | $ | 949.7 | $ | 3,911.4 | |||
Less: | |||||||||
Film exhibition costs | 831.4 | 220.3 | 1,051.7 | ||||||
Food and beverage costs | \u00a0 | 165.1 | \u00a0 | 63.5 | \u00a0 | 228.6 | |||
Operating expense, excluding depreciation and amortization (2) | \u00a0 | 1,101.9 | \u00a0 | 418.5 | \u00a0 | 1,520.4 | |||
Rent | \u00a0 | 666.5 | 219.7 | 886.2 | |||||
General and administrative expense - other, excluding depreciation and amortization (3) | 122.1 | \u00a0 | 62.9 | 185.0 | |||||
Other segment items (4) | \u00a0 | (3.8) | \u00a0 | (23.3) | \u00a0 | (27.1) | |||
Adjusted EBITDA | $ | 78.5 | $ | (11.9) | $ | 66.6 |
| (1) | All segment revenues are comprised of revenues from external customers. |
| (2) | Operating expense, excluding depreciation and amortization excludes certain operating expenses as further defined in the reconciliation of net loss to Adjusted EBITDA below. |
| (3) | General and administrative expense \u2013 other, excluding depreciation and amortization excludes stock compensation expense. |
| (4) | Other segment items include government assistance, business interruption insurance recoveries, net periodic pension cost (benefit), and attributable EBITDA from international theatre joint ventures. |
Year Ended | |||||||||
December\u00a031, 2024 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 247.5 | $ | 72.0 | $ | 319.5 | |||
Income tax provision (benefit) | \u2014 | 2.1 | 2.1 | ||||||
Other income | (113.7) | (30.1) | (143.8) | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 20.0 | 2.0 | 22.0 | ||||||
Impairment of long-lived assets | 51.9 | 20.4 | 72.3 | ||||||
Equity in earnings of non-consolidated entities | (10.7) | (1.7) | (12.4) | ||||||
Capital expenditures | 171.4 | 74.1 | 245.5 |
Year Ended | |||||||||
December\u00a031, 2023 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 286.5 | $ | 78.5 | $ | 365.0 | |||
Income tax provision | 1.8 | 1.6 | 3.4 | ||||||
Other income | (47.3) | (21.8) | (69.1) | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 38.3 | 4.2 | 42.5 | ||||||
Impairment of long-lived assets | 49.2 | 57.7 | 106.9 | ||||||
Equity in earnings of non-consolidated entities | (5.5) | (2.2) | (7.7) | ||||||
Capital expenditures | 167.0 | 58.6 | 225.6 |
Year Ended | |||||||||
December\u00a031, 2022 | |||||||||
(In\u00a0millions) | U.S. Markets | International Markets | Consolidated | ||||||
Depreciation and amortization | $ | 312.2 | $ | 83.8 | $ | 396.0 | |||
Income tax provision | 0.9 | 1.6 | 2.5 | ||||||
Other expense | 52.0 | 1.6 | 53.6 | ||||||
Other significant noncash items: | |||||||||
Stock-based compensation expense | 20.3 | 2.2 | 22.5 | ||||||
Impairment of long-lived assets | 73.4 | 59.7 | 133.1 | ||||||
Equity in (earnings) loss of non-consolidated entities | (4.3) | 5.9 | 1.6 | ||||||
Capital expenditures | 138.4 | 63.6 | 202.0 |
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Year Ended | |||||||||
(In\u00a0millions) | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | December\u00a031, 2022 | |||||
Net loss | $ | (352.6) | $ | (396.6) | $ | (973.6) | |||
Plus: | |||||||||
Income tax provision (1) | \u00a0 | 2.1 | \u00a0 | 3.4 | 2.5 | ||||
Interest expense | \u00a0 | 443.7 | \u00a0 | 411.2 | 378.7 | ||||
Depreciation and amortization | \u00a0 | 319.5 | \u00a0 | 365.0 | 396.0 | ||||
Impairment of long-lived assets (2) | \u00a0 | 72.3 | \u00a0 | 106.9 | 133.1 | ||||
Certain operating expense (3) | \u00a0 | 5.4 | \u00a0 | 2.5 | 8.0 | ||||
Equity in (earnings) loss of non-consolidated entities (4) | \u00a0 | (12.4) | \u00a0 | (7.7) | 1.6 | ||||
Attributable EBITDA (5) | 1.9 | 2.2 | 0.4 | ||||||
Investment expense (income) (6) | \u00a0 | (16.3) | \u00a0 | (15.5) | 14.9 | ||||
Other expense (income) (7) | \u00a0 | (141.8) | \u00a0 | (61.3) | 80.4 | ||||
Merger, acquisition and other costs (8) | \u00a0 | 0.1 | \u00a0 | 1.7 | 2.1 | ||||
Stock-based compensation expense (9) | \u00a0 | 22.0 | \u00a0 | 42.5 | 22.5 | ||||
Adjusted EBITDA | $ | 343.9 | $ | 454.3 | $ | 66.6 |
| (1) | For information regarding the income tax provision (benefit), see Note 10\u2014Income Taxes. |
| (2) | During the year ended December 31, 2024, the Company recorded non-cash impairment charges related to its long-lived assets of $51.9 million on 39 theatres in the U.S. markets with 469 screens which were related to property, net and operating lease right-of-use assets, net and $20.4 million on 23 theatres in the International markets with 188 screens which were related to property, net and operating lease right-of-use assets, net. |
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.
| (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 $(10.0) million during the year ended December 31, 2024. 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. |
| (5) | 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\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | December\u00a031, 2022 | |||||
Equity in (earnings) loss of non-consolidated entities | $ | (12.4) | $ | (7.7) | $ | 1.6 | |||
Less: | |||||||||
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures | (11.5) | (6.6) | (5.4) | ||||||
Equity in earnings (loss) of International theatre joint ventures | 0.9 | 1.1 | (7.0) | ||||||
Income tax provision | \u2014 | 0.1 | 0.1 | ||||||
Investment expense (income) | (0.4) | (0.6) | 0.2 | ||||||
Interest expense | 0.1 | 0.2 | 0.1 | ||||||
Impairment of long-lived assets | \u2014 | \u2014 | 4.2 | ||||||
Depreciation and amortization | 1.3 | 1.4 | 2.8 | ||||||
Attributable EBITDA | $ | 1.9 | $ | 2.2 | $ | 0.4 |
| (6) | Investment expense (income) during the year ended December 31, 2024 includes interest income of $(19.2) million, partially offset by a decline in the estimated fair value of the Company\u2019s investment in common shares of Hycroft of $0.4 million and a decline in the estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft of $2.5 million. |
Investment expense (income) during the year ended December 31, 2023 included a $(15.5) million gain on sale of the Company\u2019s investment in Saudi Cinema Company LLC and interest income of $(15.3) million, partially offset by a decline in estimated fair value of investment in common shares of Hycroft of $6.6 million, a decline in the estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft of $6.0 million, $1.8 million of expense for NCM Common Units and $1.0 million impairment of a cost method investment.
Investment expense (income) during the year ended December 31, 2022 included a decline in estimated fair value of investment in common shares of Hycroft of $12.5 million partially offset by $(6.2) million of appreciation in estimated fair value of the Company\u2019s investment in warrants to purchase common shares of Hycroft, a $13.5 million loss on sale of the Company\u2019s investment in NCM common units offset by interest income of $(5.9) million.
| (7) | Other expense (income) during the year ended December 31, 2024 primarily consists of a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(75.8) million, shareholder litigation recoveries of $(40.2) million, net gains on debt extinguishment of $(38.9) million, and a vendor dispute of $(36.2) million, partially offset by term loan modification third party fees of $42.3 million and foreign currency transaction losses of $7.0 million. |
Other expense (income) for 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.
| (8) | Merger, acquisition and other costs are excluded as they are non-operating in nature. |
| (9) | Non-cash or non-recurring expense included in general and administrative: other. |
Year Ended | |||||||||
Revenues (In millions) | December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | ||||||
United States | $ | 3,544.2 | $ | 3,688.7 | $ | 2,961.7 | |||
United Kingdom | 408.8 | 400.9 | 379.3 | ||||||
Spain | 143.3 | 148.2 | 114.6 | ||||||
Sweden | 116.4 | 124.9 | 125.0 | ||||||
Italy | 147.6 | 151.9 | 90.4 | ||||||
Germany | 111.6 | 125.8 | 96.2 | ||||||
Finland | 90.1 | 97.9 | 73.9 | ||||||
Ireland | 32.5 | 32.2 | 27.3 | ||||||
Other foreign countries | 42.7 | 42.1 | 43.0 | ||||||
Total revenues | $ | 4,637.2 | $ | 4,812.6 | $ | 3,911.4 |
As of | As of | |||||
Long-term assets, net (In millions) | December\u00a031, 2024 | December\u00a031, 2023 | ||||
United States | $ | 5,474.2 | $ | 5,795.6 | ||
International | 1,826.1 | 2,010.5 | ||||
Total long-term assets (1) | $ | 7,300.3 | $ | 7,806.1 |
| (1) | Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets. |
NOTE 14\u2014ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the change in accumulated other comprehensive 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, 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) | |||
Other comprehensive income (loss) | (55.6) | 1.8 | (53.8) | ||||||
Balance December\u00a031, 2024 | $ | (133.3) | $ | 1.3 | $ | (132.0) |
The tax effects allocated to each component of other comprehensive income (loss) is as follows:
Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | |||||||||||||||||||||||||
\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 | $ | (55.5) | $ | (0.1) | $ | (55.6) | $ | 0.5 | $ | 0.6 | $ | 1.1 | $ | (59.8) | $ | \u2014 | $ | (59.8) | |||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period, net of tax | 1.8 | \u2014 | 1.8 | (2.0) | \u2014 | (2.0) | 10.6 | \u2014 | 10.6 | ||||||||||||||||||
Other comprehensive income (loss) | $ | (53.7) | $ | (0.1) | $ | (53.8) | $ | (1.5) | $ | 0.6 | $ | (0.9) | $ | (49.2) | $ | \u2014 | $ | (49.2) |
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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, 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) | |||
Other comprehensive income (loss) | (55.6) | 1.8 | (53.8) | ||||||
Balance December\u00a031, 2024 | $ | (133.3) | $ | 1.3 | $ | (132.0) |
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Year Ended | |||||||||||||||||||||||||||
December\u00a031, 2024 | December\u00a031, 2023 | December\u00a031, 2022 | |||||||||||||||||||||||||
\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 | $ | (55.5) | $ | (0.1) | $ | (55.6) | $ | 0.5 | $ | 0.6 | $ | 1.1 | $ | (59.8) | $ | \u2014 | $ | (59.8) | |||||||||
Pension and other benefit adjustments: | |||||||||||||||||||||||||||
Net gain (loss) arising during the period, net of tax | 1.8 | \u2014 | 1.8 | (2.0) | \u2014 | (2.0) | 10.6 | \u2014 | 10.6 | ||||||||||||||||||
Other comprehensive income (loss) | $ | (53.7) | $ | (0.1) | $ | (53.8) | $ | (1.5) | $ | 0.6 | $ | (0.9) | $ | (49.2) | $ | \u2014 | $ | (49.2) |
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NOTE 15\u2014LOSS PER SHARE
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 for periods prior to August 24, 2023, have been retroactively adjusted to reflect the effect of the 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, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon conversion of the Exchangeable Notes, if dilutive. Diluted earnings per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Exchangeable Notes.
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, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Numerator: | |||||||||
Net loss for basic and diluted loss per share | $ | (352.6) | $ | (396.6) | $ | (973.6) | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic and diluted loss per common share | \u00a0 | 332,920 | \u00a0 | 167,644 | \u00a0 | 104,769 | |||
Basic and diluted loss per common share | $ | (1.06) | $ | (2.37) | $ | (9.29) |
Vested RSUs and PSUs 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, 2024, December 31, 2023, and December 31, 2022, unvested RSUs of 1,662,429; 272,469; and 252,336, respectively, were not included in the computation of diluted loss per share because they would be anti-dilutive.
All Tranche Year PSUs which had been attained at December 31, 2024, December 31, 2023, and December 31, 2022 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, 2024, December 31, 2023, and December 31, 2022 could further dilute basic loss per share.
The Company has excluded approximately 85.2 million shares issuable upon conversion of the Exchangeable Notes and related Exchange Adjustment Consideration from the computation of diluted loss per share for the year ended December 31, 2024 because they would be anti-dilutive.
"}]},{"name":"rpt:f-2296","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001411579"},"factValues":[{"value":"Year Ended | Year Ended | Year Ended | |||||||
(In millions) | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2024 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2023 | \u00a0\u00a0\u00a0\u00a0 | December\u00a031, 2022 | |||
Numerator: | |||||||||
Net loss for basic and diluted loss per share | $ | (352.6) | $ | (396.6) | $ | (973.6) | |||
Denominator (shares in thousands): | |||||||||
Weighted average shares for basic and diluted loss per common share | \u00a0 | 332,920 | \u00a0 | 167,644 | \u00a0 | 104,769 | |||
Basic and diluted loss per common share | $ | (1.06) | $ | (2.37) | $ | (9.29) |
NOTE 16\u2014SUBSEQUENT EVENTS
Share Issuances. In January 2025, the Company was paid $171.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30 million shares of Common Stock plus at-the-market offerings of 17.1 million shares of Common Stock. Fees paid to sales agents were approximately $0.6 million. The Company may be entitled to receive additional cash payments pursuant to the forward sales. There is no guarantee that we will receive any additional proceeds. See Note 9\u2014Stockholders\u2019 Deficit for further information. As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement have been sold.
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