AMC Entertainment Holdings Inc.

22/07/2024 | Press release | Distributed by Public on 23/07/2024 01:26

Material Agreement Form 8 K

Exhibit 99.1

Pro Forma Financial Overview

LTM Mar-24 Financials

($ in millions) Restricted Group
(Domestic) 		International Unrestricted
Subsidiaries1 		Consolidated
Theatres 383 337 175 895
Revenue $ 2,405 $ 1,136 $ 1,269 $ 4,810
Adj. EBITDA $ 156 $ 55 $ 176 $ 387
Memo
Revenue / Theatre $ 6.3 $ 3.4 $ 7.2 $ 5.4
Adj. EBITDA / Theatre $ 0.4 $ 0.2 $ 1.0 $ 0.4

Note: 361,159,031 common shares outstanding as of July 17th

1. Includes (i) new Unrestricted Subsidiary holding transferred theatre and intellectual property assets and (ii) Centertainment Development. AMC Theatres of UK included in International.
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions, except share data) Subsidiaries Subsidiaries Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 400.9 $ 94.7 $ 495.6
Restricted cash 23.1 - 23.1
Intercompany receivables (payables) 11.3 (11.3 ) -
Receivables, net 101.6 4.1 105.7
Other current assets 81.6 34.5 116.1
Total current assets 618.5 122.0 740.5
Property, net 1,230.2 440.0 1,670.2
Operating lease right-of-use assets, net 2,811.7 928.6 3,740.3
Intangible assets, net 43.0 104.4 147.4
Goodwill 2,342.7 - 2,342.7
Other long-term assets 205.6 0.9 206.5
Investment in subsidiary 444.3 (444.3 ) -
Total assets $ 7,696.0 $ 1,151.6 $ 8,847.6
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 213.6 $ 43.4 $ 257.0
Accrued expenses and other liabilities 467.5 23.1 490.6
Deferred revenues and income 386.7 5.0 391.7
Current maturities of corporate borrowings 20.0 - 20.0
Current maturities of finance lease liabilities 6.5 - 6.5
Current maturities of operating lease liabilities 383.5 163.0 546.5
Total current liabilities 1,477.8 234.5 1,712.3
Corporate borrowings 4,862.0 - 4,862.0
Finance lease liabilities 52.0 - 52.0
Operating lease liabilities 3,260.0 912.2 4,172.2
Exhibitor services agreement 502.5 - 502.5
Deferred tax liability, net 32.7 - 32.7
Shareholder litigation liability - - -
Other long-term liabilities 99.3 4.9 104.2
Total liabilities 10,286.3 1,151.6 11,437.9
Commitments and contingencies
Stockholders' deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock 0.1 - 0.1
Class A common stock 5.2 - 5.2
Additional paid-in capital 5,322.1 - 5,322.1
Accumulated other comprehensive loss (84.6 ) - (84.6 )
Accumulated deficit (7,833.1 ) - (7,833.1 )
Total stockholders' deficit (2,590.3 ) - (2,590.3 )
Total liabilities and stockholders' deficit $ 7,696.0 $ 1,151.6 $ 8,847.6
Three Months Ended March 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions) Subsidiaries Subsidiaries Consolidated
Revenues
Admissions $ 382.1 $ 152.0 $ 534.1
Food and beverage 249.8 78.9 328.7
Other theatre 77.6 14.0 91.6
Intercompany management services 3.2 (3.2 ) -
Intercompany royalty fee (2.3 ) 2.3 -
Total revenues 710.8 244.0 954.4
Operating costs and expenses
Film exhibition costs 172.0 74.2 246.2
Food and beverage costs 48.3 13.1 61.4
Operating expense, excluding depreciation and amortization below 294.4 88.8 383.2
Rent 150.1 55.6 205.7
General and administrative:
Merger, acquisition and other costs 0.2 - 0.2
Other, excluding depreciation and amortization below 72.3 - 72.3
Depreciation and amortization 69.4 24.2 93.6
Impairment of long-lived assets - - -
Operating costs and expenses 806.7 255.9 1,062.6
Operating income (loss) (96.3 ) (11.9 ) (108.2 )
Other expense, net:
Other expense (income) 37.9 (0.1 ) 37.8
Interest expense:
Corporate borrowings 90.7 - 90.7
Finance lease obligations 0.9 - 0.9
Non-cash NCM exhibitor services agreement 9.5 - 9.5
Investment expense (income) 2.0 (15.5 ) (13.5 )
Total other expense, net 141.0 (15.6 ) 125.4
Net earnings (loss) before income taxes (237.3 ) 3.7 (233.6 )
Income tax provision 1.9 - 1.9
Net earnings (loss) $ (239.2 ) $ 3.7 $ (235.5 )

Adjusted EBITDA for the unrestricted subsidiaries for three months ended March 31, 2023, was $11.1 million.

Three Months Ended March 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net earnings (loss) $ (239.2 ) $ 3.7 $ (235.5 )
Other comprehensive loss:
Unrealized foreign currency translation adjustments (7.7 ) 0.5 (7.2 )
Pension adjustments:
Net gain (loss) arising during the period (0.1 ) - (0.1 )
Other comprehensive loss: (7.8 ) 0.5 (7.3 )
Total comprehensive loss $ (247.0 ) $ 4.2 $ (242.8 )
Three months ended
March 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net loss $ (239.2 ) $ 3.7 $ (235.5 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 69.4 24.2 93.6
(Gain) loss on extinguishment of debt (65.1 ) - (65.1 )
Deferred income taxes 0.6 - 0.6
Impairment of long-lived assets - - -
Unrealized loss (gain) on investments in Hycroft 4.6 - 4.6
Amortization of net premium on corporate borrowings to interest expense (15.2 ) - (15.2 )
Amortization of deferred financing costs to interest expense 2.3 - 2.3
Non-cash portion of stock-based compensation 25.9 - 25.9
Gain on disposition of Saudi Cinema Company - (15.5 ) (15.5 )
Equity in loss from non-consolidated entities, net of distributions (0.8 ) (0.3 ) (1.1 )
Landlord contributions 6.4 - 6.4
Other non-cash rent benefit (8.0 ) (1.6 ) (9.6 )
Deferred rent (29.7 ) (8.9 ) (38.6 )
Net periodic benefit cost (income) 0.4 - 0.4
Non-cash shareholder litigation expense 116.6 - 116.6
Change in assets and liabilities:
Receivables 63.6 3.4 67.0
Other assets (26.8 ) (1.7 ) (28.5 )
Accounts payable (55.0 ) (10.2 ) (65.2 )
Accrued expenses and other liabilities (20.9 ) (0.1 ) (21.0 )
Intercompany receivables and payables (11.3 ) 11.3 -
Other, net (12.4 ) 0.4 (12.0 )
Net cash used in operating activities (195.6 ) 4.7 (189.9 )
Cash flows from investing activities:
Capital expenditures (41.1 ) (6.3 ) (47.4 )
Acquisition of theatre assets - - -
Proceeds from disposition of Saudi Cinema Company - 30.0 30.0
Proceeds from disposition of long-term assets 0.8 - 0.8
Other, net - - -
Net cash used in investing activities (40.3 ) 23.7 (16.6 )
Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2026 (1.7 ) - (1.7 )
Repurchase of Second Lien Notes due 2026 (54.8 ) - (54.8 )
Scheduled principal payments under Term Loan due 2026 (5.0 ) - (5.0 )
Net proceeds from equity issuances 146.6 - 146.6
Principal payments under finance lease obligations (1.6 ) - (1.6 )
Cash used to pay for deferred financing costs (1.5 ) - (1.5 )
Taxes paid for restricted unit withholdings (13.1 ) - (13.1 )
Net cash provided by (used in) financing activities 68.9 - 68.9
Effect of exchange rate changes on cash and cash equivalents and restricted cash 1.9 - 1.9
Net decrease in cash and cash equivalents and restricted cash (164.1 ) 28.4 (135.7 )
Cash and cash equivalents and restricted cash at beginning of period 588.1 15.7 654.4
Cash and cash equivalents and restricted cash at end of period $ 424.0 $ 94.7 $ 518.7
As of December 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions, except share data) Subsidiaries Subsidiaries Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 785.4 $ 98.9 $ 884.3
Restricted cash 27.1 - 27.1
Intercompany receivables (payables) (92.5 ) 92.5 -
Receivables, net 193.1 10.6 203.7
Other current assets 53.2 34.8 88.0
Total current assets 966.3 236.8 1,203.1
Property, net 1,153.1 407.3 1,560.4
Operating lease right-of-use assets, net 2,649.2 895.3 3,544.5
Intangible assets, net 42.3 104.4 146.7
Goodwill 2,358.7 - 2,358.7
Other long-term assets 194.8 1.0 195.8
Investment in subsidiary 554.2 (554.2 ) -
Total assets $ 7,918.6 $ 1,090.6 $ 9,009.2
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 273.0 $ 47.5 $ 320.5
Accrued expenses and other liabilities 329.6 21.2 350.8
Deferred revenues and income 420.2 1.6 421.8
Current maturities of corporate borrowings 25.1 - 25.1
Current maturities of finance lease liabilities 5.4 - 5.4
Current maturities of operating lease liabilities 367.9 140.9 508.8
Total current liabilities 1,421.2 211.2 1,632.4
Corporate borrowings 4,552.3 - 4,552.3
Finance lease liabilities 50.0 - 50.0
Operating lease liabilities 3,125.4 875.3 4,000.7
Exhibitor services agreement 486.6 - 486.6
Deferred tax liability, net 32.4 - 32.4
Shareholder litigation liability - - -
Other long-term liabilities 98.6 4.1 102.7
Total liabilities 9,766.5 1,090.6 10,857.1
Commitments and contingencies
Stockholders' deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock - - -
Class A common stock 2.6 - 2.6
Additional paid-in capital 6,221.9 - 6,221.9
Accumulated other comprehensive loss (78.2 ) - (78.2 )
Accumulated deficit (7,994.2 ) - (7,994.2 )
Total stockholders' deficit (1,847.9 ) - (1,847.9 )
Total liabilities and stockholders' deficit $ 7,918.6 $ 1,090.6 $ 9,0009.2
Twelve Months Ended December 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions) Subsidiaries Subsidiaries Consolidated
Revenues
Admissions $ 1,893.7 $ 796.8 $ 2,690.5
Food and beverage 1,255.4 414.4 1,669.8
Other theatre 375.1 77.2 452.3
Intercompany management services 19.7 (19.7 ) -
Intercompany royalty fee (12.0 ) 12.0 -
Total revenues 3,531.9 1,280.7 4,812.6
Operating costs and expenses
Film exhibition costs 888.3 402.8 1,291.1
Food and beverage costs 246.0 69.3 315.3
Operating expense, excluding depreciation and amortization below 1,292.4 399.1 1,691.5
Rent 653.4 220.1 873.5
General and administrative:
Merger, acquisition and other costs 1.7 - 1.7
Other, excluding depreciation and amortization below 241.9 - 241.9
Depreciation and amortization 275.2 89.8 365.0
Impairment of long-lived assets 104.3 2.6 106.9
Operating costs and expenses 3,703.2 1,183.7 4,886.9
Operating income (loss) (171.3 ) 97.0 (74.3 )
Other expense, net:
Other expense (income) (77.6 ) 0.8 (76.8 )
Interest expense:
Corporate borrowings 369.6 - 369.6
Finance lease obligations 3.7 - 3.7
Non-cash NCM exhibitor services agreement 37.9 - 37.9
Investment expense (income) 0.9 (16.4 ) (15.5 )
Total other expense, net 334.5 (15.6 ) 318.9
Net earnings (loss) before income taxes (505.8 ) 112.6 (393.2 )
Income tax provision 3.4 - 3.4
Net earnings (loss) $ (509.2 ) $ 112.6 $ (396.6 )

Adjusted EBITDA for the unrestricted subsidiaries for twelve months ended December 31, 2023, was $183.2 million.

Twelve Months Ended December 31, 2023
(unaudited)
AMCEH &
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net earnings (loss) $ (509.2 ) $ 112.6 $ (396.6 )
Other comprehensive loss:
Unrealized foreign currency translation adjustments (0.4 ) 1.5 1.1
Pension adjustments:
Net gain (loss) arising during the period (2.0 ) - (2.0 )
Other comprehensive loss: (2.4 ) 1.5 (0.9 )
Total comprehensive loss $ (511.6 ) $ 114.1 $ (397.5 )
Twelve months ended
December 31, 2023
(unaudited)
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net loss $ (509.2 ) $ 112.6 $ (396.6 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 275.2 89.8 365.0
(Gain) loss on extinguishment of debt (142.8 ) - (142.8 )
Deferred income taxes 0.7 - 0.7
Impairment of long-lived assets 104.3 2.6 106.9
Unrealized loss (gain) on investments in Hycroft 12.6 - 12.6
Amortization of net premium on corporate borrowings to interest expense (55.6 ) - (55.6 )
Amortization of deferred financing costs to interest expense 9.6 - 9.6
Non-cash portion of stock-based compensation 42.5 - 42.5
Gain on disposition of Saudi Cinema Company - (15.5 ) (15.5 )
Equity in loss from non-consolidated entities, net of distributions 0.1 (0.3 ) (0.2 )
Landlord contributions 22.6 1.3 23.9
Other non-cash rent benefit (28.7 ) (6.3 ) (35.0 )
Deferred rent (90.2 ) (33.9 ) (124.1 )
Net periodic benefit cost (income) 1.4 - 1.4
Non-cash shareholder litigation expense 99.3 - 99.3
Change in assets and liabilities:
Receivables (42.5 ) (3.1 ) (45.6 )
Other assets (4.4 ) (2.3 ) (6.7 )
Accounts payable 5.4 (6.1 ) (0.7 )
Accrued expenses and other liabilities (18.8 ) (7.9 ) (26.7 )
Intercompany receivables and payables 92.5 (92.5 ) -
Other, net (30.5 ) 2.9 (27.6 )
Net cash used in operating activities (256.5 ) 41.3 (215.2 )
Cash flows from investing activities:
Capital expenditures (186.9 ) (38.7 ) (225.6 )
Acquisition of theatre assets (4.0 ) - (4.0 )
Proceeds from disposition of Saudi Cinema Company - 30.0 30.0
Proceeds from disposition of long-term assets 16.5 - 16.5
Other, net 3.0 - 3.0
Net cash used in investing activities (171.4 ) (8.7 ) (180.1 )
Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2026 (1.7 ) - (1.7 )
Repurchase of Second Lien Notes due 2026 (139.9 ) - (139.9 )
Scheduled principal payments under Term Loan due 2026 (20.0 ) - (20.0 )
Net proceeds from equity issuances 832.7 - 832.7
Principal payments under finance lease obligations (5.6 ) - (5.6 )
Cash used to pay for deferred financing costs (2.0 ) - (2.0 )
Taxes paid for restricted unit withholdings (14.2 ) - (14.2 )
Net cash provided by (used in) financing activities 649.3 - 649.3
Effect of exchange rate changes on cash and cash equivalents and restricted cash 3.0 - 3.0
Net decrease in cash and cash equivalents and restricted cash 224.4 32.6 257.0
Cash and cash equivalents and restricted cash at beginning of period 588.1 66.3 654.4
Cash and cash equivalents and restricted cash at end of period $ 812.5 $ 98.9 $ 911.4
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions, except share data) Subsidiaries Subsidiaries Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 526.0 $ 98.2 $ 624.2
Restricted cash 36.5 - 36.5
Intercompany receivables (payables) (83.1 ) 83.1 -
Receivables, net 129.3 11.1 140.4
Other current assets 77.6 34.3 111.9
Total current assets 686.3 226.7 913.0
Property, net 1,111.2 393.1 1,504.3
Operating lease right-of-use assets, net 2,587.4 872.1 3,459.5
Intangible assets, net 41.4 104.4 145.8
Goodwill 2,322.1 - 2,322.1
Other long-term assets 193.1 0.9 194.0
Investment in subsidiary 541.8 (541.8 ) -
Total assets $ 7,483.3 $ 1,055.4 $ 8,538.7
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 208.7 $ 41.5 $ 250.2
Accrued expenses and other liabilities 300.3 19.2 319.5
Deferred revenues and income 391.6 2.6 394.2
Current maturities of corporate borrowings 25.0 - 25.0
Current maturities of finance lease liabilities 5.2 - 5.2
Current maturities of operating lease liabilities 368.7 140.2 508.9
Total current liabilities 1,299.5 203.5 1,503.0
Corporate borrowings 4,518.0 - 4,518.0
Finance lease liabilities 48.0 - 48.0
Operating lease liabilities 3,037.0 848.0 3,885.0
Exhibitor services agreement 481.1 - 481.1
Deferred tax liability, net 32.8 - 32.8
Shareholder litigation liability - - -
Other long-term liabilities 97.9 3.9 101.8
Total liabilities 9,514.3 1,055.4 10,569.7
Commitments and contingencies
Stockholders' deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock - - -
Class A common stock 2.6 - 2.6
Additional paid-in capital 6,237.7 - 6,237.7
Accumulated other comprehensive loss (113.6 ) - (113.6 )
Accumulated deficit (8,157.7 ) - (8,157.7 )
Total stockholders' deficit (2,031.0 ) - (2,031.0 )
Total liabilities and stockholders' deficit $ 7,483.3 $ 1,055.4 $ 8,538.7
Three Months Ended March 31, 2024
(unaudited)
AMCEH &
Restricted Unrestricted
(In millions) Subsidiaries Subsidiaries Consolidated
Revenues
Admissions $ 383.1 $ 147.4 $ 530.5
Food and beverage 245.8 75.4 321.2
Other theatre 85.2 14.5 99.7
Intercompany management services 3.1 (3.1 ) -
Intercompany royalty fee (2.3 ) 2.3 -
Total revenues 714.9 236.5 951.4
Operating costs and expenses
Film exhibition costs 169.9 69.4 239.3
Food and beverage costs 49.2 13.8 63.0
Operating expense, excluding depreciation and amortization below 303.4 90.4 393.8
Rent 168.5 56.0 224.5
General and administrative:
Merger, acquisition and other costs (0.1 ) - (0.1 )
Other, excluding depreciation and amortization below 57.7 - 57.7
Depreciation and amortization 61.9 19.7 81.6
Impairment of long-lived assets - - -
Operating costs and expenses 810.5 249.3 1,059.8
Operating income (loss) (95.6 ) (12.8 ) (108.4 )
Other expense, net:
Other expense (income) (42.5 ) (0.3 ) (42.8 )
Interest expense:
Corporate borrowings 91.0 - 91.0
Finance lease obligations 0.9 - 0.9
Non-cash NCM exhibitor services agreement 9.3 - 9.3
Investment expense (income) (4.7 ) (0.4 ) (5.1 )
Total other expense, net 54.9 (0.7 ) 53.3
Net earnings (loss) before income taxes (149.6 ) (12.1 ) (161.7 )
Income tax provision 1.8 - 1.8
Net earnings (loss) $ (151.4 ) $ (12.1 ) $ (163.5 )

Adjusted EBITDA for the unrestricted subsidiaries for three months ended March 31, 2024, was $5.1 million.

Three Months Ended March 31, 2024
(unaudited)
AMCEH &
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net earnings (loss) $ (151.4 ) $ (12.1 ) $ (163.5 )
Other comprehensive loss:
Unrealized foreign currency translation adjustments (35.5 ) (0.3 ) (35.8 )
Pension adjustments:
Net gain (loss) arising during the period 0.4 - 0.4
Other comprehensive loss: (35.1 ) (0.3 ) (35.4 )
Total comprehensive loss $ (186.5 ) $ (12.4 ) $ (198.9 )
Three months ended
March 31, 2024
(unaudited)
AMCEH &
Restricted Unrestricted
Subsidiaries Subsidiaries Consolidated
Net loss $ (151.4 ) $ (12.1 ) $ (163.5 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 61.9 19.7 81.6
(Gain) loss on extinguishment of debt (5.8 ) - (5.8 )
Deferred income taxes 0.5 - 0.5
Impairment of long-lived assets - - -
Unrealized loss (gain) on investments in Hycroft 1.0 - 1.0
Amortization of net premium on corporate borrowings to interest expense (11.2 ) - (11.2 )
Amortization of deferred financing costs to interest expense 2.5 - 2.5
Non-cash portion of stock-based compensation 4.3 - 4.3
Gain on disposition of Saudi Cinema Company - - -
Equity in loss from non-consolidated entities, net of distributions (2.4 ) - (2.4 )
Landlord contributions 4.6 - 4.6
Other non-cash rent benefit (10.0 ) (1.7 ) (11.7 )
Deferred rent (13.3 ) (3.1 ) (16.4 )
Net periodic benefit cost (income) 0.7 - 0.7
Non-cash shareholder litigation expense - - -
Change in assets and liabilities:
Receivables 59.3 (0.5 ) 58.8
Other assets (24.3 ) 0.6 (23.7 )
Accounts payable (42.1 ) (6.0 ) (48.1 )
Accrued expenses and other liabilities (61.1 ) (1.4 ) (62.5 )
Intercompany receivables and payables (9.4 ) 9.4 -
Other, net 3.3 (0.3 ) 3.0
Net cash used in operating activities (192.9 ) 4.6 (188.3 )
Cash flows from investing activities:
Capital expenditures (45.2 ) (5.3 ) (50.5 )
Acquisition of theatre assets - - -
Proceeds from disposition of Saudi Cinema Company - - -
Proceeds from disposition of long-term assets - - -
Other, net 0.5 - 0.5
Net cash used in investing activities (44.7 ) (5.3 ) (50.0 )
Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2026 - - -
Repurchase of Second Lien Notes due 2026 - - -
Scheduled principal payments under Term Loan due 2026 (5.0 ) - (5.0 )
Net proceeds from equity issuances (0.5 ) - (0.5 )
Principal payments under finance lease obligations (1.2 ) - (1.2 )
Cash used to pay for deferred financing costs (0.1 ) - (0.1 )
Taxes paid for restricted unit withholdings (2.2 ) - (2.2 )
Net cash provided by (used in) financing activities (9.0 ) - (9.0 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash (3.4 ) - (3.4 )
Net decrease in cash and cash equivalents and restricted cash (250.0 ) (0.7 ) (250.7 )
Cash and cash equivalents and restricted cash at beginning of period 812.5 98.9 911.4
Cash and cash equivalents and restricted cash at end of period $ 562.5 $ 98.2 $ 660.7