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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

March 31,

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33892

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

26-0303916
(I.R.S. Employer
Identification No.)

One AMC Way
11500 Ash Street, Leawood, KS
(Address of principal executive offices)


66211
(Zip Code)

Registrant’s telephone number, including area code: (913213-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock

AMC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  

Accelerated filer   

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of each class of common stock

   

Number of shares
outstanding as of May 8, 2024

Class A common stock

295,587,747

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

INDEX

Page

Number

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

3

Condensed Consolidated Statements of Operations

3

Condensed Consolidated Statements of Comprehensive Loss

4

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Cash Flows

6

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

50

Item 4.

Controls and Procedures

52

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

54

Item 3.

Defaults Upon Senior Securities

54

Item 4.

Mine Safety Disclosures

54

Item 5.

Other Information

54

Item 6.

Exhibits

55

Signature

56

2

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(In millions, except share and per share amounts)

    

March 31, 2024

    

March 31, 2023

(unaudited)

Revenues

Admissions

$

530.5

$

534.1

Food and beverage

 

321.2

 

328.7

Other theatre

 

99.7

 

91.6

Total revenues

951.4

954.4

Operating costs and expenses

Film exhibition costs

239.3

246.2

Food and beverage costs

 

63.0

 

61.4

Operating expense, excluding depreciation and amortization below

 

393.8

 

383.2

Rent

 

224.5

 

205.7

General and administrative:

Merger, acquisition and other costs

 

(0.1)

 

0.2

Other, excluding depreciation and amortization below

 

57.7

 

72.3

Depreciation and amortization

81.6

93.6

Operating costs and expenses

 

1,059.8

1,062.6

Operating loss

(108.4)

(108.2)

Other expense, net:

Other expense (income)

 

(42.8)

 

37.8

Interest expense:

Corporate borrowings

 

91.0

 

90.7

Finance lease obligations

 

0.9

 

0.9

Non-cash NCM exhibitor services agreement

9.3

9.5

Investment income

 

(5.1)

 

(13.5)

Total other expense, net

 

53.3

125.4

Net loss before income taxes

 

(161.7)

(233.6)

Income tax provision

 

1.8

 

1.9

Net loss

$

(163.5)

$

(235.5)

Net loss per share:

Basic and diluted

$

(0.62)

$

(1.71)

Average shares outstanding:

Basic and diluted (in thousands)

263,411

137,395

See Notes to Condensed Consolidated Financial Statements.

3

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AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended

(In millions)

    

March 31, 2024

    

March 31, 2023

(unaudited)

Net loss

$

(163.5)

$

(235.5)

Other comprehensive loss:

Unrealized foreign currency translation adjustments

 

(35.8)

 

(7.2)

Pension adjustments:

Net loss (gain) arising during the period

 

0.4

 

(0.1)

Other comprehensive loss

 

(35.4)

 

(7.3)

Total comprehensive loss

$

(198.9)

$

(242.8)

See Notes to Condensed Consolidated Financial Statements.

4

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AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share data)

    

March 31, 2024

    

December 31, 2023

ASSETS

Current assets:

Cash and cash equivalents

$

624.2

$

884.3

Restricted cash

36.5

27.1

Receivables, net

 

140.4

 

203.7

Other current assets

 

111.9

 

88.0

Total current assets

 

913.0

 

1,203.1

Property, net

 

1,504.3

 

1,560.4

Operating lease right-of-use assets, net

3,459.5

3,544.5

Intangible assets, net

 

145.8

 

146.7

Goodwill

 

2,322.1

 

2,358.7

Other long-term assets

 

194.0

 

195.8

Total assets

$

8,538.7

$

9,009.2

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

$

250.2

$

320.5

Accrued expenses and other liabilities

 

319.5

 

350.8

Deferred revenues and income

 

394.2

 

421.8

Current maturities of corporate borrowings

 

25.0

 

25.1

Current maturities of finance lease liabilities

5.2

5.4

Current maturities of operating lease liabilities

508.9

508.8

Total current liabilities

 

1,503.0

 

1,632.4

Corporate borrowings

 

4,518.0

 

4,552.3

Finance lease liabilities

48.0

50.0

Operating lease liabilities

3,885.0

4,000.7

Exhibitor services agreement

 

481.1

 

486.6

Deferred tax liability, net

 

32.8

 

32.4

Other long-term liabilities

 

101.8

 

102.7

Total liabilities

 

10,569.7

 

10,857.1

Commitments and contingencies

Stockholders’ deficit:

AMC Entertainment Holdings, Inc.'s stockholders' deficit:

Preferred stock, $.01 par value per share, 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024, and December 31, 2023

Class A common stock ($.01 par value, 550,000,000 shares authorized; 263,604,984 shares issued and outstanding as of March 31, 2024; 550,000,000 authorized; 260,574,392 shares issued and outstanding as of December 31, 2023)

 

2.6

 

2.6

Additional paid-in capital

 

6,237.7

 

6,221.9

Accumulated other comprehensive loss

 

(113.6)

 

(78.2)

Accumulated deficit

 

(8,157.7)

 

(7,994.2)

Total stockholders' deficit

(2,031.0)

(1,847.9)

Total liabilities and stockholders’ deficit

$

8,538.7

$

9,009.2

See Notes to Condensed Consolidated Financial Statements.

5

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(In millions)

March 31, 2024

March 31, 2023

Cash flows from operating activities:

(unaudited)

Net loss

$

(163.5)

$

(235.5)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

81.6

93.6

Gain on extinguishment of debt

(5.8)

(65.1)

Deferred income taxes

0.5

0.6

Unrealized loss on investments in Hycroft

1.0

4.6

Amortization of net premium on corporate borrowings to interest expense

(11.2)

(15.2)

Amortization of deferred financing costs to interest expense

2.5

2.3

Non-cash portion of stock-based compensation

4.3

25.9

Gain on disposition of Saudi Cinema Company

(15.5)

Equity in earnings from non-consolidated entities, net of distributions

(2.4)

(1.1)

Landlord contributions

4.6

6.4

Other non-cash rent benefit

(11.7)

(9.6)

Deferred rent

(16.4)

(38.6)

Net periodic benefit cost

0.7

0.4

Non-cash shareholder litigation expense

116.6

Change in assets and liabilities:

Receivables

58.8

67.0

Other assets

(23.7)

(28.5)

Accounts payable

(48.1)

(65.2)

Accrued expenses and other liabilities

(62.5)

(21.0)

Other, net

3.0

(12.0)

Net cash used in operating activities

(188.3)

(189.9)

Cash flows from investing activities:

Capital expenditures

(50.5)

(47.4)

Proceeds from disposition of Saudi Cinema Company

30.0

Proceeds from disposition of long-term assets

0.8

Other, net

0.5

Net cash used in investing activities

(50.0)

(16.6)

Cash flows from financing activities:

Repurchase of Senior Subordinated Notes due 2026

(1.7)

Repurchase of Second Lien Notes due 2026

(54.8)

Scheduled principal payments under Term Loan due 2026

(5.0)

(5.0)

Net (disbursements) proceeds from equity issuances

(0.5)

146.6

Principal payments under finance lease obligations

(1.2)

(1.6)

Cash used to pay for deferred financing costs

(0.1)

(1.5)

Taxes paid for restricted unit withholdings

(2.2)

(13.1)

Net cash (used in) provided by financing activities

(9.0)

68.9

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(3.4)

1.9

Net decrease in cash and cash equivalents and restricted cash

(250.7)

(135.7)

Cash and cash equivalents and restricted cash at beginning of period

911.4

654.4

Cash and cash equivalents and restricted cash at end of period

$

660.7

$

518.7

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest

$

77.8

$

77.3

Income taxes paid, net

$

0.2

$

2.1

Schedule of non-cash activities:

Construction payables at period end

$

23.8

$

26.8

Other third-party equity issuance costs payable

$

0.1

$

3.8

6

Table of Contents

Extinguishment of Second Lien Notes due 2026 in exchange for share issuance

$

19.9

$

118.6

See Notes to Condensed Consolidated Financial Statements.

7

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates, or has interests in theatres located in the United States and Europe. The condensed consolidated financial statements include the accounts of Holdings and all subsidiaries and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2023. 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.

The accompanying condensed consolidated balance sheet as of December 31, 2023, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reverse Stock Split. On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Class A common stock (“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 condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect 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. On August 25, 2023, all of the Company’s outstanding AMC Preferred Equity Units converted into shares of Common Stock.

8

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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. As of March 31, 2024, the Company was subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement. 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. The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement. The Company currently does not expect to replace the Senior Secured Revolving Credit Facility. As of March 31, 2024, the Company had $9.2 million of letters of credit outstanding under 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.

The Company’s cash burn rates are not sustainable long-term. In order to achieve sustainable net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID-19 operating revenues. North American box office grosses were down approximately 32% for the three months ended March 31, 2024, compared to the three months ended March 31, 2019. Until such time as the Company is able to achieve sustainable net positive operating cash flow, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements. Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild – American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and have had, and are expected to continue to have, a negative impact in 2024 on the film slate for exhibition, the Company’s future liquidity and cash burn rates. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company 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.

During the three months ended March 31, 2024, the Company executed a debt for equity exchange transaction. This transaction was treated as an early extinguishment of the debt. In accordance with ASC 470-50-40-3 the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. The below table summarizes the debt for equity exchange. See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit.

Shares of

Aggregate Principal

Common Stock

Gain on

Accrued Interest

(In millions, except for share data)

Exchanged

Exchanged

Extinguishment

Exchanged

Second Lien Notes due 2026

$

17.5

2,541,250

$

5.8

$

0.1

Cash and Cash Equivalents. As of March 31, 2024, cash and cash equivalents for the U.S. markets and International markets were $511.0 million and $113.2 million respectively, and as of December 31, 2023, cash and cash equivalents were $752.3 million and $132.0 million, respectively.

9

Table of Contents

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’s insurance and utilities programs. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.

As of

(In millions)

March 31, 2024

December 31, 2023

Cash and cash equivalents

$

624.2

$

884.3

Restricted cash

36.5

27.1

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

$

660.7

$

911.4

As of March 31, 2024, restricted cash for the U.S. markets and International markets were $10.1 million and $26.4 million, respectively. As of December 31, 2023, restricted cash for the U.S. markets and International markets were $0 and $27.1 million, respectively.

Accumulated Other Comprehensive Loss. The following table presents the change in accumulated other comprehensive loss by component:

Foreign

(In millions)

    

Currency

    

Pension Benefits

    

Total

Balance December 31, 2023

$

(77.7)

$

(0.5)

$

(78.2)

Other comprehensive loss

(35.8)

0.4

(35.4)

Balance March 31, 2024

$

(113.5)

$

(0.1)

$

(113.6)

Accumulated Depreciation and Amortization. Accumulated depreciation was $3,152.4 million and $3,109.8 million as of March 31, 2024, and December 31, 2023, respectively, related to property. Accumulated amortization of intangible assets was $7.5 million and $7.3 million as of March 31, 2024, and December 31, 2023, respectively.

Other Expense (Income). The following table sets forth the components of other expense (income):

Three Months Ended

(In millions)

March 31, 2024

March 31, 2023

Foreign currency transaction (gains) losses

$

3.2

(8.7)

Non-operating components of net periodic benefit cost

0.7

0.4

Gain on extinguishment - Senior Subordinated Notes due 2026

(2.3)

Gain on extinguishment - Second Lien Notes due 2026

(5.8)

(62.8)

Equity in earnings of non-consolidated entities

(3.7)

(1.4)

Derivative stockholder settlement

(14.0)

Shareholder litigation

126.6

Vendor dispute settlement

(36.2)

Other settlement proceeds

(1.0)

Total other expense (income)

$

(42.8)

$

37.8

NOTE 2—LEASES

The Company leases theatres and equipment under operating and finance leases. The Company typically does not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index or other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Equipment leases primarily consist of sight and sound and food and beverage equipment.

10

Table of Contents

The following table reflects the lease costs for the periods presented:

Three Months Ended

March 31,

March 31,

(In millions)

Consolidated Statements of Operations

2024

2023

Operating lease cost

Theatre properties

Rent

$

197.7

$

184.2

Theatre properties

Operating expense

0.2

0.3

Equipment

Operating expense

6.7

3.1

Office and other

General and administrative: other

1.3

1.3

Finance lease cost

Amortization of finance lease assets

Depreciation and amortization

0.5

0.5

Interest expense on lease liabilities

Finance lease obligations

0.9

0.9

Variable lease cost

Theatre properties

Rent

26.8

21.5

Equipment

Operating expense

13.4

13.3

Total lease cost

$

247.5

$

225.1

Cash flow and supplemental information is presented below:

Three Months Ended

March 31,

March 31,

(In millions)

2024

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used in finance leases

$

(0.9)

$

(0.8)

Operating cash flows used in operating leases

(234.4)

(242.8)

Financing cash flows used in finance leases

(1.2)

(1.6)

Landlord contributions:

Operating cashflows provided by operating leases

4.6

6.4

Supplemental disclosure of noncash leasing activities:

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

32.8

16.0

(1)Includes lease extensions and option exercises.

The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2024:

Weighted Average

Weighted Average

Remaining

Discount

Lease Term and Discount Rate

Lease Term (years)

Rate

Operating leases

8.6

10.6%

Finance leases

13.2

6.4%

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Minimum annual payments and the net present value thereof as of March 31, 2024, are as follows:

Operating Lease

Finance Lease

(In millions)

Payments

Payments

Nine months ending December 31, 2024

$

686.9

$

6.2

2025

889.4

7.6

2026

826.4

7.5

2027

761.6

7.5

2028

675.8

7.1

2029

575.9

7.1

Thereafter

2,219.9

38.4

Total lease payments

6,635.9

81.4

Less imputed interest

(2,242.0)

(28.2)

Total operating and finance lease liabilities, respectively

$

4,393.9

$

53.2

As of March 31, 2024, the Company had signed additional operating lease agreements for two theatres that have not yet commenced. These leases have terms ranging from 15 to 20 years and total lease payments of approximately $59.5 million. The timing of the lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

During the three months ended March 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’s condensed consolidated statement of operations.

NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:

Three Months Ended

(In millions)

March 31, 2024

March 31, 2023

Major revenue types

Admissions

$

530.5

$

534.1

Food and beverage

321.2

328.7

Other theatre:

Screen advertising

30.3

30.9

Other

69.4

60.7

Other theatre

99.7

91.6

Total revenues

$

951.4

$

954.4

Three Months Ended

(In millions)

March 31, 2024

March 31, 2023

Timing of revenue recognition

Products and services transferred at a point in time

$

858.5

$

871.8

Products and services transferred over time (1)

92.9

82.6

Total revenues

$

951.4

$

954.4

(1)Amounts primarily include subscription and advertising revenues.

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The following tables provide the balances of receivables, net and deferred revenues and income as of March 31, 2024, and December 31, 2023:

(In millions)

March 31, 2024

December 31, 2023

Current assets

Receivables related to contracts with customers

$

72.0

$

113.5

Miscellaneous receivables

68.4

90.2

Receivables, net

$

140.4

$

203.7

(In millions)

March 31, 2024

December 31, 2023

Current liabilities

Deferred revenues related to contracts with customers

$

388.0

$

415.3

Miscellaneous deferred income

6.2

6.5

Deferred revenues and income

$

394.2

$

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, 2023

$

415.3

Cash received in advance (1)

66.3

Customer loyalty rewards accumulated, net of expirations:

Admission revenues (2)

4.5

Food and beverage (2)

7.2

Other theatre (2)

(0.5)

Reclassification to revenue as the result of performance obligations satisfied:

Admission revenues (3)

(61.2)

Food and beverage (3)

(19.0)

Other theatre (4)

(22.3)

Foreign currency translation adjustment

(2.3)

Balance March 31, 2024

$

388.0

(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 program membership fees.

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The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:

Exhibitor Services

(In millions)

Agreement (1)

Balance December 31, 2023

$

486.6

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

(5.5)

Balance March 31, 2024

$

481.1

(1)Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“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 Exhibitor Service Agreement (“ESA”) ending in February 2037.

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’s theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with the Company. As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment. But under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan. The Company has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance. The Company does not expect its bankruptcy to have a material impact on the Company.

Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of March 31, 2024 was $299.4 million. 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 March 31, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $73.3 million. 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.

NOTE 4—GOODWILL

The following table summarizes the changes in goodwill by reporting unit for the three months ended March 31, 2024:

U.S.
Markets

International
Markets

Consolidated Goodwill

(In millions)

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, 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

(45.4)

8.8

(36.6)

(45.4)

8.8

(36.6)

Balance March 31, 2024

$

3,072.6

$

(1,276.1)

$

1,796.5

$

1,544.1

$

(1,018.5)

$

525.6

$

4,616.7

$

(2,294.6)

$

2,322.1

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NOTE 5—INVESTMENTS

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 50.0% voting control, and are recorded in the condensed 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 three months ended March 31, 2023. Investments in non-consolidated affiliates as of March 31, 2024 include interests in Digital Cinema Distribution Coalition, LLC of 14.6%, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0%, SV Holdco LLC, owner of Screenvision, of 18.4%, Digital Cinema Media Ltd. (“DCM”) of 50.0%, Handelsbolaget Svenska Bio Lidingo of 50.0%, Bergen Kino AS for 49.0%, Odeon Kino Stavanger/Sandnes AS of 49.0%, Capa Kinoreklame AS (“Capa”) of 50.0% and Vasteras Biografer (“Vasteras”) of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres and approximately 50.0% interests in 62 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. During the three months ended March 31, 2024 and March 31, 2023, the Company recorded equity in earnings of non-consolidated entities of $(3.7) million and $(1.4) million, respectively.

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Related Party Transactions

The Company recorded the following related party transactions with equity method investees:

As of

    

As of

(In millions)

March 31, 2024

    

December 31, 2023

Due from DCM for on-screen advertising revenue

$

1.4

$

3.3

Loan receivable from DCM

0.6

0.6

Due to AC JV for Fathom Events programming

(2.9)

(2.3)

Loan receivable from Vasteras

1.0

1.0

Due from Capa for on-screen advertising revenue

1.4

Due to Vasteras

(1.0)

(0.9)

Due to U.S. theatre partnerships

(0.6)

(0.6)

Three Months Ended

(In millions)

Consolidated Statements of Operations

March 31, 2024

March 31, 2023

DCM screen advertising revenues

Other revenues

$

3.3

$

3.5

DCDC content delivery services

Operating expense

0.3

0.3

Gross exhibition cost on AC JV Fathom Events programming

Film exhibition costs

7.2

3.0

Screenvision screen advertising revenues

Other revenues

1.3

1.5

Investment in Hycroft

The Company holds 2.4 million units of Hycroft Mining Holding Corporation (NASDAQ: HYMC) (“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 one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

The Company accounts for the common shares of Hycroft under the equity method and has elected the fair value option in accordance with ASC 825-10. The Company accounts for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income.

During the three months ended March 31, 2024 and March 31, 2023, the Company recorded unrealized loss in investment income of $1.0 million and $4.6 million, respectively. See Note 9Fair Value Measurements for fair value information and the asset value for investments in Hycroft measured under the fair value option as well as the total asset value for other equity method investments.

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NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:

(In millions)

    

March 31, 2024

    

December 31, 2023

First Lien Secured Debt:

Senior Secured Credit Facility-Term Loan due 2026 (8.435% as of March 31, 2024 and 8.474% as of December 31, 2023)

$

1,900.0

$

1,905.0

12.75% Odeon Senior Secured Notes due 2027

400.0

400.0

7.5% First Lien Notes due 2029

950.0

950.0

Second Lien Secured Debt:

10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026

951.4

968.9

Subordinated Debt:

6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of March 31, 2024)

5.0

5.1

5.75% Senior Subordinated Notes due 2025

98.3

98.3

5.875% Senior Subordinated Notes due 2026

51.5

51.5

6.125% Senior Subordinated Notes due 2027

125.5

125.5

Total principal amount of corporate borrowings

$

4,481.7

$

4,504.3

Finance lease liabilities

 

53.2

 

55.4

Deferred financing costs

(29.3)

(31.1)

Net premium (1)

90.6

104.2

Total carrying value of corporate borrowings and finance lease liabilities

$

4,596.2

$

4,632.8

Less:

Current maturities of corporate borrowings

(25.0)

 

(25.1)

Current maturities of finance lease liabilities

(5.2)

(5.4)

Total noncurrent carrying value of corporate borrowings and finance lease liabilities

$

4,566.0

$

4,602.3

(1)The following table provides the net premium (discount) amounts of corporate borrowings:

March 31,

December 31,

(In millions)

2024

2023