May 9, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(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, 2022
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: (913) 213-2000

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 ☒

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 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 4, 2022

Class A common stock

516,820,595

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	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
	Signatures	55

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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, 2022		March 31, 2021

	(unaudited)
Revenues
Admissions	$	443.8	$	69.5
Food and beverage		252.5		50.1
Other theatre		89.4		28.7
Total revenues		785.7		148.3
Operating costs and expenses
Film exhibition costs		189.8		22.0
Food and beverage costs		42.6		9.7
Operating expense, excluding depreciation and amortization below		344.8		179.7
Rent		223.2		192.1
General and administrative:
Merger, acquisition and other costs		0.4		6.7
Other, excluding depreciation and amortization below		53.1		51.8
Depreciation and amortization		98.7		114.1
Operating costs and expenses		952.6		576.1
Operating loss		(166.9)		(427.8)
Other expense (income):
Other expense (income)		136.3		(17.4)
Interest expense:
Corporate borrowings		82.0		151.5
Finance lease obligations		1.2		1.4
Non-cash NCM exhibitor services agreement		9.2		9.9
Equity in loss of non-consolidated entities		5.1		2.8
Investment income		(63.4)		(2.0)
Total other expense, net		170.4		146.2
Net loss before income taxes		(337.3)		(574.0)
Income tax provision (benefit)		0.1		(6.8)
Net loss		(337.4)		(567.2)
Less: Net loss attributable to noncontrolling interests		—		(0.3)
Net loss attributable to AMC Entertainment Holdings, Inc.	$	(337.4)	$	(566.9)
Net loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:
Basic	$	(0.65)	$	(1.42)
Diluted	$	(0.65)	$	(1.42)
Average shares outstanding:
Basic (in thousands)		515,910		400,111
Diluted (in thousands)		515,910		400,111

See Notes to Condensed Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	Three Months Ended
(In millions)	March 31, 2022		March 31, 2021

	(unaudited)
Net loss	$	(337.4)	$	(567.2)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments		(6.0)		(54.7)
Pension adjustments:
Net gain arising during the period		0.2		3.5
Other comprehensive loss		(5.8)		(51.2)
Total comprehensive loss		(343.2)		(618.4)
Comprehensive loss attributable to noncontrolling interests		—		(0.5)
Comprehensive loss attributable to AMC Entertainment Holdings, Inc.	$	(343.2)	$	(617.9)

See Notes to Condensed Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions, except share data)	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,164.9	$	1,592.5
Restricted cash		23.7		27.8
Receivables, net		105.8		168.5
Other current assets		110.1		81.5
Total current assets		1,404.5		1,870.3
Property, net		1,881.5		1,962.5
Operating lease right-of-use assets, net		4,144.2		4,155.9
Intangible assets, net		151.8		153.4
Goodwill		2,415.4		2,429.8
Deferred tax asset, net		0.6		0.6
Other long-term assets		347.4		249.0
Total assets	$	10,345.4	$	10,821.5
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	295.4	$	377.1
Accrued expenses and other liabilities		365.3		367.5
Deferred revenues and income		379.8		408.6
Current maturities of corporate borrowings		20.0		20.0
Current maturities of finance lease liabilities		8.2		9.5
Current maturities of operating lease liabilities		597.1		605.2
Total current liabilities		1,665.8		1,787.9
Corporate borrowings		5,501.8		5,408.0
Finance lease liabilities		60.6		63.2
Operating lease liabilities		4,587.7		4,645.2
Exhibitor services agreement		520.7		510.4
Deferred tax liability, net		31.1		31.3
Other long-term liabilities		156.0		165.0
Total liabilities		12,523.7		12,611.0
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Class A common stock ($.01 par value, 524,173,073 shares authorized; 516,820,595 shares issued and outstanding as of March 31, 2022; 513,979,100 shares issued and outstanding as of December 31, 2021)		5.2		5.1
Additional paid-in capital		4,811.8		4,857.5
Accumulated other comprehensive loss		(33.9)		(28.1)
Accumulated deficit		(6,961.4)		(6,624.0)
Total stockholders' deficit		(2,178.3)		(1,789.5)
Total liabilities and stockholders’ deficit	$	10,345.4	$	10,821.5

See Notes to Condensed Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended
(In millions)	March 31, 2022		March 31, 2021

Cash flows from operating activities:	(unaudited)
Net loss	$	(337.4)	$	(567.2)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		98.7		114.1
Deferred income taxes		(0.1)		(6.2)
Loss on extinguishment of debt		135.0		—
Unrealized gain on investments in Hycroft		(63.9)		—
Amortization of net discount (premium) on corporate borrowings to interest expense		(15.5)		42.3
Amortization of deferred financing costs to interest expense		3.5		12.1
PIK interest expense		—		52.7
Non-cash portion of stock-based compensation		6.5		5.4
Gain on disposition of assets		(0.4)		—
Equity in loss from non-consolidated entities, net of distributions		5.8		2.8
Landlord contributions		0.6		3.7
Other non-cash rent benefit		(7.1)		(7.5)
Deferred rent		(48.7)		(21.8)
Net periodic benefit income		—		(0.2)
Change in assets and liabilities:
Receivables		63.6		(2.7)
Other assets		(30.6)		(13.0)
Accounts payable		(80.4)		(11.9)
Accrued expenses and other liabilities		(32.8)		96.4
Other, net		8.2		(11.9)
Net cash used in operating activities		(295.0)		(312.9)
Cash flows from investing activities:
Capital expenditures		(34.8)		(11.9)
Proceeds from disposition of long-term assets		7.2		5.2
Investments in non-consolidated entities, net		(27.9)		(9.3)
Other, net		0.6		—
Net cash used in investing activities		(54.9)		(16.0)
Cash flows from financing activities:
Proceeds from issuance of First Lien Notes due 2029		950.0		—
Proceeds from issuance of Odeon Term Loan due 2023		—		534.3
Proceeds from First Lien Toggle Notes due 2026		—		100.0
Principal payments under First Lien Notes due 2025		(500.0)		—
Principal payments under First Lien Notes due 2026		(300.0)		—
Principal payments under First Lien Toggle Notes due 2026		(73.5)		—
Premium paid to extinguish First Lien Notes due 2025		(34.5)		—
Premium paid to extinguish First Lien Notes due 2026		(25.6)		—
Premium paid to extinguish First Lien Toggle Notes due 2026		(14.6)		—
Repayments under revolving credit facilities		—		(335.0)
Scheduled principal payments under Term Loan due 2026		(5.0)		(5.0)
Net proceeds from Class A common stock issuance		—		581.6
Payments related to sale of noncontrolling interest		—		(0.3)
Principal payments under finance lease obligations		(2.5)		(1.9)
Cash used to pay for deferred financing costs		(17.7)		(19.0)
Cash used to pay dividends		(0.7)		—
Taxes paid for restricted unit withholdings		(52.2)		—
Net cash provided by (used in) financing activities		(76.3)		854.7
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(5.5)		(5.1)

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Net increase (decrease) in cash and cash equivalents and restricted cash		(431.7)		520.7
Cash and cash equivalents and restricted cash at beginning of period		1,620.3		321.4
Cash and cash equivalents and restricted cash at end of period	$	1,188.6	$	842.1
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (including amounts capitalized of $0 million and $0.2 million, respectively)	$	62.5	$	26.2
Income taxes paid (received), net	$	1.5	$	(9.0)
Schedule of non-cash activities:
Investment in NCM	$	15.1	$	5.8
Construction payables at period end	$	27.7	$	10.0

See Notes to Condensed Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022

(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.

Temporarily suspended or limited operations. Total consolidated revenues increased $637.4 million for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase in total consolidated revenues was primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension of operations at the Company’s theatres in U.S. markets and International markets. As of March 31, 2021, the Company operated at 585 domestic theatres with limited seating capacities, representing approximately 99% of its domestic theatres. As of March 31, 2021, the Company operated at 97 international theatres, with limited seating capacities, representing approximately 27% of its international theatres. During the three months ended March 31, 2022, the Company operated substantially 100% of its U.S. and International theatres.

Liquidity. As of March 31, 2022, the Company has cash and cash equivalents of approximately $1.2 billion. In response to the COVID-19 pandemic, the Company adjusted certain elements of its business strategy and took significant steps to preserve cash. The Company is continuing to take measures to further strengthen its financial position and enhance its operations, by minimizing non-essential costs, including reductions to its variable costs and elements of its fixed cost structure, introducing new initiatives, and optimizing its theatrical footprint.

Additionally, the Company enhanced future liquidity through debt refinancing at lower interest rates. See Note 6—Corporate Borrowings and Finance Lease Obligations for further information.

The Company’s net cash used in operating activities improved by $79.1 million during the three months ended June 30, 2021 compared to the three months ended March 31, 2021, $119.9 million during the three months ended September 30, 2021 compared to the three months ended June 30, 2021, and $160.4 million during the three months ended December 31, 2021 compared to the three months ended September 30, 2021. The Company’s net cash provided by (used in) operating activities deteriorated by $341.5 million during the three months ended March 31, 2022 compared to the three months ended December 31, 2021 from $46.5 million to $(295.0) million. The decline in net cash provided by operating activities from the three months ended December 31, 2021 to the three months ended March 31, 2022 was primarily attributable to a decrease in attendance and increase in net loss and increases in seasonal working capital uses as the Company paid for the strong late fourth quarter 2021 results in early first quarter of 2022. The Company has also continued to repay rent amounts that were deferred during the COVID-19 pandemic, which increases its cash outflows from operating activities. See Note 2—Leases for a summary of the estimated future repayment terms for the remaining $271.7 million of rentals that were deferred during the COVID-19 pandemic.

The Company’s net cash used in investing activities of $54.9 million included $34.8 million of capital expenditures and $27.9 million of investments in non-consolidated entities, partially offset by proceeds from the disposition of long-term assets of $7.2 million during the three months ended March 31, 2022.

The Company’s net cash used in financing activities of $76.3 million included principal and premium payments of $955.7 million, taxes paid for restricted unit withholdings of $52.2 million, and cash used to pay for deferred financing costs of $17.7 million, partially offset by proceeds from the Company’s debt issuance of $950.0 million, during the three months ended March 31, 2022.

The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its obligations, including cash outflows for increased rent and planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility and Odeon Term Loan Facility for at

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least the next 12 months. In order to achieve net positive operating cash flows and long-term profitability, the Company believes it will need to increase attendance levels significantly compared to 2021 and achieve levels in line with pre COVID-19 attendance. The Company believes the global re-opening of its theatres, the anticipated volume of titles available for theatrical release, and the anticipated broad appeal of many of those titles will support increased attendance levels. The Company believes that the sequential increases in attendance experienced each quarter of 2021 are positive signs of continued demand for the moviegoing experience. The Company’s business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. However, there remain significant risks that may negatively impact attendance, including a resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about the COVID-19 variant strains, movie studios release schedules and direct to streaming or other changing movie studio practices.

The Company entered the Ninth Amendment to the Credit Agreement, dated as of March 8, 2021, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended from March 31, 2022 to March 31, 2023 by the Eleventh Amendment, dated as of December 20, 2021, as described, and on the terms and conditions specified, therein. The Company is currently subject to minimum liquidity requirements of approximately $143 million, of which $100 million is required under the conditions for the Extended Covenant Suspension Period, as amended, under the Senior Secured Revolving Credit Facility, and £32.5 million (approximately $43 million) of which is required under the Odeon Term Loan Facility. Following the expiration of the Extended Covenant Suspension Period ending March 31, 2023, the Company will be subject to the financial covenant under the Senior Secured Revolving Credit Facility as of the last day of each quarter on which the aggregate principal amount of revolving loans and letters of credit (excluding letters of credit that are cash collateralized) in excess of $25 million outstanding under the Senior Secured Revolving Credit Facility exceeds 35% of the principal amount of commitments under the Senior Secured Revolving Credit facility then in effect, beginning with the quarter ending June 30, 2023. The Company currently expects it will be able to comply with this financial covenant; however, the Company does not anticipate the need to borrow under the Senior Secured Revolving Credit Facility during the next twelve months.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic during the years 2021 and 2020. These concessions primarily consisted of rent abatements and the deferral of rent payments. As a result, deferred lease amounts were approximately $271.7 million as of March 31, 2022. The Company’s cash expenditures for rent increased significantly during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. See Note 2—Leases for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19.

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

Principles of consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2021. The accompanying condensed consolidated balance sheet as of December 31, 2021, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. Due to the seasonal nature of the Company’s business and the recovery of the industry from the global COVID-19 pandemic, results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

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Cash and equivalents. At March 31, 2022, cash and cash equivalents for the U.S. markets and International markets were $963.8 million and $201.1 million respectively, and at December 31, 2021, cash and cash equivalents were $1,311.4 million and $281.1 million, respectively.

Restricted cash. Restricted cash is cash held in the Company’s bank accounts in International markets as a guarantee for certain landlords.

Accumulated other comprehensive income (loss). The following table presents the change in accumulated other comprehensive income (loss) by component:


	Foreign
(In millions)	Currency		Pension Benefits		Total
Balance December 31, 2021	$	(19.0)	$	(9.1)	$	(28.1)
Other comprehensive income (loss)		(6.0)		0.2		(5.8)
Balance March 31, 2022	$	(25.0)	$	(8.9)	$	(33.9)

Accumulated depreciation and amortization. Accumulated depreciation was $2,642.9 million and $2,583.4 million at March 31, 2022 and December 31, 2021, respectively, related to property. Accumulated amortization of intangible assets was $41.9 million and $41.2 million at March 31, 2022 and December 31, 2021, respectively.

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


	Three Months Ended
(In millions)	March 31, 2022		March 31, 2021
Decreases related to contingent lease guarantees	$	(0.1)	$	(2.0)
Governmental assistance due to COVID-19 - International markets		(2.3)		(8.2)
Governmental assistance due to COVID-19 - U.S. markets		(1.1)		(4.2)
Foreign currency transaction (gains) losses		4.8		(3.8)
Non-operating components of net periodic benefit income		—		(0.2)
Loss on extinguishment of debt		135.0		—
Financing fees related to modification of debt agreements		—		1.0
Total other expense (income)	$	136.3	$	(17.4)

Accounting Pronouncements Recently Adopted

Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). The amendments in ASU 2021-10 require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. The Company is applying the amendments in ASU 2021-10 prospectively as of January 1, 2022 and the annual government assistance disclosure requirements are effective for the Company during the year ending December 31, 2022.

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 and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Equipment leases primarily consist of food and beverage equipment.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of

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COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent payments. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments. The deferred payment amounts included in current maturities of operating lease liabilities and long-term operating lease liabilities are reflected in the condensed consolidated statements of cash flows as part of the change in accrued expenses and other liabilities. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in accounts payable on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as part of the change in accounts payable. In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods are provided below:


	As of				As of
	December 31,		Decrease		March 31,
(In millions)	2021		in deferred amounts		2022
Fixed operating lease deferred amounts (1)	$	299.3	$	(40.6)	$	258.7
Finance lease deferred amounts		2.4		(0.8)		1.6
Variable lease deferred amounts		13.4		(2.0)		11.4
Total deferred lease amounts	$	315.1	$	(43.4)	$	271.7

(1)

During the three months ended March 31, 2022, the decrease in fixed operating lease deferred amounts includes $37.9 million of decreases in the deferred balances as of December 31, 2021 related to payments and abatements.

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


		Three Months Ended
		March 31,		March 31,
(In millions)	Consolidated Statements of Operations	2022		2021
Operating lease cost
Theatre properties	Rent	$	202.5	$	175.5
Theatre properties	Operating expense		1.2		0.8
Equipment	Operating expense		2.8		2.3
Office and other	General and administrative: other		1.4		1.4
Finance lease cost
Amortization of finance lease assets	Depreciation and amortization		0.7		1.3
Interest expense on lease liabilities	Finance lease obligations		1.2		1.4
Variable lease cost
Theatre properties	Rent		20.7		16.6
Equipment	Operating expense		12.6		0.2
Total lease cost		$	243.1	$	199.5

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Cash flow and supplemental information is presented below:


	Three Months Ended
	March 31,		March 31,
(In millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	$	(1.0)	$	(1.0)
Operating cash flows used in operating leases		(266.4)		(136.7)
Financing cash flows used in finance leases		(2.5)		(1.9)

Landlord contributions:
Operating cashflows provided by operating leases		0.6		3.7
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)		111.8		23.5

(1)

Includes lease extensions and option exercises.

The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2022:


	As of March 31, 2022
	Weighted Average		Weighted Average
	Remaining		Discount
Lease Term and Discount Rate	Lease Term (years)		Rate
Operating leases		9.9		9.7%
Finance leases		13.8		6.5%

Minimum annual payments, including deferred lease payments less contractual rent amounts due and not paid that were recorded in accounts payable, that are recorded as operating and finance lease liabilities and the net present value thereof as of March 31, 2022 are as follows:


	Operating Lease		Financing Lease
(In millions)	Payments (2)		Payments (2)
Nine months ending December 31, 2022 (1)	$	775.9	$	9.8
2023 (1)		955.7		9.6
2024		833.2		8.6
2025		784.9		7.9
2026		719.9		7.7
2027		662.1		7.7
Thereafter		3,277.6		54.6
Total lease payments		8,009.3		105.9
Less imputed interest		(2,824.5)		(37.1)
Total operating and finance lease liabilities, respectively	$	5,184.8	$	68.8

(1)

The minimum annual payments table above does not include contractual cash rent amounts that were due and not paid, which are recorded in accounts payable as shown below, including estimated repayment dates:


	Accounts Payable
(In millions)	Lease Payments
Three months ended June 30, 2022	$	29.2
Three months ended September 30, 2022		0.8
Three months ended December 31, 2022		0.8
Three months ended March 31, 2023		5.7
Total deferred lease amounts recorded in AP	$	36.5

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(2)

The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating and finance leases, as shown below:


	Operating Lease		Financing Lease
(In millions)	Payments		Payments
Three months ended June 30, 2022	$	36.1	$	0.4
Three months ended September 30, 2022		32.5		0.2
Three months ended December 31, 2022		31.7		0.2
2023		83.6		0.5
2024		15.8		—
2025		5.7		—
2026		4.2		—
2027		3.4		—
Thereafter		20.9		—
Total deferred lease amounts	$	233.9	$	1.3

As of March 31, 2022, the Company had signed additional operating lease agreements for 5 theatres that have not yet commenced of approximately $99.5 million, which are expected to commence between years 2022 and 2024 and carry lease terms ranging from 5 to 20 years. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

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, 2022		March 31, 2021
Major revenue types
Admissions	$	443.8	$	69.5
Food and beverage		252.5		50.1
Other theatre:
Screen advertising		28.9		16.9
Other		60.5		11.8
Other theatre		89.4		28.7
Total revenues	$	785.7	$	148.3


	Three Months Ended
(In millions)	March 31, 2022		March 31, 2021
Timing of revenue recognition
Products and services transferred at a point in time	$	708.1	$	126.8
Products and services transferred over time(1)		77.6		21.5
Total revenues	$	785.7	$	148.3

(1)

Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables and deferred revenue income:


(In millions)	March 31, 2022		December 31, 2021
Current assets
Receivables related to contracts with customers	$	33.7	$	85.4
Miscellaneous receivables		72.1		83.1
Receivables, net	$	105.8	$	168.5

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(In millions)	March 31, 2022		December 31, 2021
Current liabilities
Deferred revenue related to contracts with customers	$	376.7	$	405.1
Miscellaneous deferred income		3.1		3.5
Deferred revenue and income	$	379.8	$	408.6

The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:


	Deferred Revenues
	Related to Contracts
(In millions)	with Customers
Balance December 31, 2021	$	405.1
Cash received in advance(1)		54.9
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)		3.0
Food and beverage (2)		2.6
Other theatre (2)		0.1
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)		(54.0)
Food and beverage (3)		(12.0)
Other theatre (4)		(21.1)
Foreign currency translation adjustment		(1.9)
Balance March 31, 2022	$	376.7

(1)

Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs® loyalty membership fees.

(2)

Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs® and other loyalty programs.

(3)

Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs® loyalty programs and other loyalty programs.

(4)

Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs® loyalty membership fees and other loyalty programs.

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, 2021	$	510.4
Common Unit Adjustment–additions of common units		15.0
Reclassification of portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied		(4.7)
Balance March 31, 2022	$	520.7

(1)

Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“CUA”). 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.

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, 2022 was $295.3 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, 2022, the amount of deferred revenues allocated to the loyalty programs

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included in deferred revenues and income in the condensed consolidated balance sheet was $64.4 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The AMC Stubs®annual membership fee is recognized ratably over the one-year membership period.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

NOTE 4—GOODWILL

The following table summarizes the changes in goodwill by reporting unit for the three months ended March 31, 2022:


(In millions)	Domestic Theatres		International Theatres		Total
Balance December 31, 2021	$	1,796.5	$	633.3	$	2,429.8
Currency translation adjustment		—		(14.4)		(14.4)
Balance March 31, 2022	$	1,796.5	$	618.9	$	2,415.4

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% voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets. Investments in non-consolidated affiliates as of March 31, 2022 include interests in Digital Cinema Implementation Partners, LLC (“DCIP”) of 29.0%, Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6%, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0%, SV Holdco LLC (“SV Holdco”), owner of Screenvision, of 18.4%, Digital Cinema Media Ltd. (“DCM”) of 50.0%, and Saudi Cinema Company LLC (“SCC”) of 10.0%. The Company also has partnership interests in three U.S. motion picture theatres (“Theatre Partnerships”) and approximately 50.0% interests in 57 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. During the three months ended March 31, 2022 and March 31, 2021, the Company recorded equity in loss of non-consolidated entities of $5.1 million and $2.8 million, respectively.

Related party transactions with equity method investees. At March 31, 2022 and December 31, 2021, the Company recorded net receivable amounts due from equity method investees of $4.1 million and $2.6 million, respectively, primarily related to on-screen advertising revenue, projector warranty expenditures and other transactions. The Company recorded related party transactions with equity method investees in other revenues, film exhibition costs, and operating expenses of $5.5 million, $1.4 million, and $0 million, respectively, during the three months ended March 31, 2022, and $0.6 million, $0.3 million, and $0.4 million, respectively, during the three months ended March 31, 2021.

Investment in Hycroft

On March 14, 2022, the Company purchased 23.4 million units of Hycroft Mining Holding Corporation (NASDAQ: HYMC) (“Hycroft”), for $27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant. The units were priced at $1.193 per unit. Each warrant is exercisable for one common share of Hycroft at a price of $1.068 per share over a 5-year term through March 2027. Hycroft filed a resale registration statement to register the common shares and warrant shares for sale under the Securities Act on April 14, 2022. 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. The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business. During the three months ended March 31, 2022, the Company recorded unrealized gains related to the investment in Hycroft of $63.9 million in investment income. Hycroft has outstanding warrants with other investors that could dilute the Company’s share of earnings. See Note 9—Fair Value Measurements for fair value information and Note 13—Supplemental Balance Sheet Information for 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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NCM Transaction

Pursuant to the Company’s Common Unit Adjustment Agreement, from time-to-time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment” or “CUA”), 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 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 fair value of $15.0 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”) of $2.52 on March 30, 2022. See Note 9—Fair Value Measurements for information regarding the fair value measurement on March 31, 2022.

NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE OBLIGATIONS

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


(In millions)	March 31, 2022		December 31, 2021
First Lien Secured Debt:
Senior Secured Credit Facility-Term Loan due 2026 (3.352% as of March 31, 2022)	$	1,940.0	$	1,945.0
10.75% in Year 1, 11.25% thereafter Cash/PIK Odeon Term Loan Facility due 2023 (£147.6 million and €312.2 million par value as of March 31, 2022)		542.3		552.6
7.5% First Lien Notes due 2029		950.0		—
10.5% First Lien Notes due 2025		—		500.0
10.5% First Lien Notes due 2026		—		300.0
15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026		—		73.5
Second Lien Secured Debt:
10%/12% Cash/PIK/Toggle Second Lien Subordinated Notes due 2026		1,508.0		1,508.0
Subordinated Debt:
6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of March 31, 2022)		5.2		5.4
5.75% Senior Subordinated Notes due 2025		98.3		98.3
5.875% Senior Subordinated Notes due 2026		55.6		55.6
6.125% Senior Subordinated Notes due 2027		130.7		130.7
	$	5,230.1	$	5,169.1
Finance lease obligations		68.8		72.7
Deferred financing costs		(38.5)		(39.1)
Net premium (1)		330.2		298.0
	$	5,590.6	$	5,500.7
Less:
Current maturities corporate borrowings		(20.0)		(20.0)
Current maturities finance lease obligations		(8.2)		(9.5)
	$	5,562.4	$	5,471.2