On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one-tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.
Annual Report
The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2023. As of December 31, 2022, there were 50,000,000 authorized shares of preferred stock, 10,000,000 of which had been allocated to the Series A Convertible Participating Preferred Stock. On December 26, 2013, the Company amended and restated its existing ESA with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. As of December 31, 2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members.
List of Specific Items in a 10-K
The supplementary data provided — e.g. segment level revenue breakdown, expected capital expenditures (CapEx), upcoming tailwinds/headwinds that’ll impact performance, etc. — are just as important, and should not be neglected. For our purposes – i.e. financial analysis and corporate valuation – the sections listed above are where most of the time is spent. For public companies in the U.S., the Securities and Exchange Commission (SEC) authorizes the Financial Accounting Standards Board (FASB) to establish the reporting requirements by which all public companies must abide.
K: Definition, What’s Included, Instructions, and Where to Find it
Until such time as we are able to achieve positive operating cash flow, it is difficult to estimate our liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on our assumptions regarding the timing and ability to achieve levels of operating revenue, the estimates of amounts of required liquidity vary significantly. Part IV is a list of all tables and exhibits that are required to be included in the 10-K. Part IV also contains the consolidated financial statements and notes, and the independent auditor’s report.
- Our gross capital expenditures were approximately $225.6 million, $202.0 million, and $92.4 million for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively.
- For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest.
- During the year ended December 31, 2023, the Company repurchased $4.1 million aggregate principal amounts of Senior Subordinated Notes due 2026 from a related party, Antara, for $1.7 million and recorded a gain on extinguishment of $2.3 million in other expense (income).
- The Company regularly invests in training on these teams, and key leadership positions hold CISSP certifications.
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While this trend has diminished in 2023 as the COVID-19 pandemic has diminished, studios may adopt similar strategies in the future that shorten or eliminate the theatrical release window. These practices have significantly impacted our revenues and are expected to continue to have an adverse impact on our business and results of operations going forward. We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our Credit Agreement or the indentures governing our debt securities to pay dividends on our Common Stock. In the absence of significant increases in operating revenues and attendance from current levels, or obtaining significant additional sources of liquidity, an investment in our Common Stock is highly speculative; holders of our Common Stock could suffer a total loss of their investment.
Annual Contribution Limits
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting https://www.bookkeeping-reviews.com/ firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
This litigation prevented us from immediately implementing the Charter Amendments. On August 11, 2023, the Delaware Chancery Court approved the settlement and on Monday, August 21, 2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court. Pursuant to the settlement term sheet, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock, received a payment of one share of Common Stock for every 7.5 shares of Common Stock owned by the Settlement Payment Recipients. On August 28, 2023, the Company made the Settlement Payment and issued 6,897,018 shares of Common Stock. See Note 11—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further information regarding the litigation and settlement.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid in respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. The Company’s Board of Directors restaurant inventory guide for dummies approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. On June 1, 2021, the Company issued to Mudrick 850,000 shares of the Company’s Common Stock and 850,000 AMC Preferred Equity Units for gross proceeds of $230.5 million and paid fees of approximately $0.1 million related to this transaction. The Company issued the shares in reliance on an exemption from registration provided by section 4(a)(2) of the Securities Act.
As you can see the form 10-K is really a comprehensive summary of not only the current financial position of the company, it is also a detailed summary of the company structure and relationship with auditors, accountants, and attorneys. A 10-K is a comprehensive annual financial review that public companies in the U.S. are required to submit to the Securities and Exchange Commission (SEC) each year. The 10-K can give you valuable insights about investing in a company’s stock or bonds, as well as identify red flags. However, the 10-K does not give you information about how the company performed relative to its competitors—an important consideration when considering a stock.
The 10-Q identifies any changes to the 10-K, and its financials are not audited. The 10-K may also be supplemented by a Form 8-K if a major event such as an acquisition or bankruptcy occurs. A 10-K is submitted in the same format by every company and covers the same topics. It also averages 240 pages, so it pays to know what to look for, and where to look for it. Access and download collection of free Templates to help power your productivity and performance. The SEC provides the EDGAR database where users can easily search for 10-Ks (EDGAR is an abbreviation for Electronic Data Gathering, Analysis, and Retrieval System).
We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations and satisfy our obligations currently and through the next twelve months. We are subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement. We believe we will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024. We currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although we may seek to replace it in the future. For a comparison of our results of operations for the year ended December 31, 2022, compared to the year ended December 31, 2021, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 28, 2023, which is incorporated herein by reference.
See Note 10—Income Taxes in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information. Investment income was $17.1 million for the year ended December 31, 2023, compared to investment income of $0.1 million for the year ended December 31, 2022. Investment income in the current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of $1.6 million. Total other theatre revenues decreased $5.9 million, or 4.5%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the decline in gift card ticket expirations and lower income from theatre meetings, partially offset by higher ticket fees due to the increase in the number of tickets purchased online, advertising and retail sales. The income tax provision was $1.8 million and $0.9 million for the years ended December 31, 2023, and December 31, 2022, respectively.
Companies file three 10-Qs a year; the fourth quarter is covered by their 10-K. For information pertaining to the registration status of 11 Financial, please contact the state securities regulators for those states in which 11 Financial maintains a registration filing. A copy of 11 Financial’s current written disclosure statement discussing 11 Financial’s business operations, services, and fees is available at the SEC’s investment adviser public information website – from 11 Financial upon written request. If this information is extensive, then companies can choose to file it as a separate proxy statement.
The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method. On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of the Odeon Notes due 2027. In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company, and therefore, the Company paid NCM cash of $9.2 million and recorded the amount as a reduction to deferred revenues for the ESA. During the year ended December 31, 2021, the Company sold its remaining approximately 1.4 million NCM shares and received net proceeds of $5.7 million, which were recorded in investment expense (income).
Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK interest at a rate of 12% per annum. For the first interest period ending December 15, 2020 and the second interest period ending June 15, 2021, the Company elected to pay in PIK interest. For the third interest period ending December 15, 2021, the Company paid cash interest with respect to the third interest period.
The company is required to provide its own thoughts on its business results in Item 7, known as Management’s Discussion and Analysis of Financial Conditions and Results of Operations, or MD&A. This can include its views on trends that could affect the company’s value, off-balance-sheet deals, contractual obligations, and estimates and assumptions used by its accountants. The company is required to include any information about significant lawsuits or other legal actions that could affect its value in Item 3. Founded in 1993, The Motley Fool is a financial services company dedicated to making the world smarter, happier, and richer. The Motley Fool reaches millions of people every month through our premium investing solutions, free guidance and market analysis on Fool.com, top-rated podcasts, and non-profit The Motley Fool Foundation.
The interest could be capitalized on the last day of each interest period and added to the outstanding principal amount at OCGL’s election. For the first interest period ending May 2021 and the second interest period ending August 2021, OCGL elected to pay in PIK interest. OCGL paid cash interest with respect to the third interest period ending November 2021. The principal amount of new funding was prior to deducting discounts of $19.4 million and deferred financing costs of $16.5 million related to the Odeon Term Loan Facility.