Adam Aron
Analyst · Eric Wold with B. Riley Securities. Please go ahead
Thank you, Sean. As I said at the top of the call, at AMC, we're all smiles today, but by no means are we out of the woods yet. We will need to remain smart and action-oriented to successfully chart our way through - we are still COVID-impacted waters. But clearly, we have been and are now making great progress. And while we have much more work ahead of us still, my ongoing conversations with our studio partners, including some as recently as this weekend, buoys my optimism that more movies are indeed headed to theaters, and that the value of theatrical exhibition is clearly recognized and internalized by the heads of every single major studio. As the leader of AMC, I am proud that we have resiliently weathered many a storm over the past 36 months, a storm first of the virus itself, then the threat to exclusive theatrical windows. More recently, the conviction held by some that streaming services would win out over theaters and all through it was the concern that there would not be enough cash in the coffers for AMC to outlast all that we had to stir down. What's more? There was the added complexity for us of doing something well that few, if any company ever thought about before, how to adjust to a whole new cadre of millions of individual shareholders taking ownership of our company. Fortunately for us, the people who predicted that we could not weather the storms were all wrong. And more fortunately, for us, those new retail investors turned out to be the savers of our company. Their passion for AMC saved our company as they provide us with the cash resources we needed to survive. They also flooded us with some truly great ideas, including one of my personal favorites, that we should sell popcorn into the home market in what is, after all, a multibillion-dollar category. This morning's exciting news announcement that the retail launch of AMC's microwave and ready-to-eat, Perfectly Popcorn is at hand and exclusively with the nation's largest retailer, Walmart. It keeps a promise to do so that I made 16 months ago to our shareholders and is yet another example of AMC's powerful commitment to innovation. Beginning on March 11, just ahead of the Oscars telecast on March 12, AMC's ready-to-eat popcorn will be available exclusively at hundreds of Walmart locations on much sought after featured end cap displays. In the weeks that follow, AMC Perfectly Popcorn will hit the shelves again exclusively at more than 2,600 Walmart stores in the United States with three varieties of ready-to-eat popcorn in the following flavors: classic butter; extra butter; and for those seeking a lower sodium solution, lightly salted. The ready-to-eat varieties are expected to be priced at $3.98 per bag, plus tax, and they all offer the authentic taste of real AMC movie theater popcorn to be enjoyed anywhere. Then our microwave AMC Perfectly Popcorn will become available at Walmart. Again, in the same three flavors: classic butter, extra butter, lightly salted. And they are expected to retail for $4.98 plus tax for a six-count box. As an added and unique benefit, the extra butter microwave boxes will include six packets of additional buttery topping that eaters at home can use and slather all over their popcorn truly replicating that ultimate AMC movie theater popcorn experience. This first of its kind approach by a, theatrical exhibitor to distribute ready-to-eat and microwave popcorn at retail outlets all across the country, further differentiates AMC as the undisputed leader in this industry and greatly extends the visibility of the AMC brand. Another idea that came to us from our investors was to sell AMC and movie-themed merchandise. We are doing so now across the United States and online. At every major movie releases, as every big tent-pole releases, we have something themed for that film. And it's but one of many such examples of success here are - if you can believe it, and manned popcorn outlets have been quite popular, selling almost $2 million worth in less than two weeks. This has proven to be such a successful concept that we're about to launch the same activity across our theaters in Europe. Thank you, retail shareholders for the idea. Next on the innovation docket is the launch of our new co-branded AMC Entertainment Visa Card coming soon to a wallet or a purse near you. It's been designed to drive increased AMC brand loyalty along with incremental attendance to our AMC theaters and should generate attractive financial returns with very little risk to boot. And finally, we recently announced a potentially important development. We announced that we are testing Sightline seating at AMC in some of our theaters in New York, Chicago and Kansas City. New York and Chicago because they're big cities in the United States Kansas City, because we're headquartered here, and we ourselves going to walk into our theaters and talk to our guests and gauge their reactions directly and firsthand. This is -- the test is being done as a -- for a potential nationwide rollout later in 2023. With Sightline seating, as you know, if you saw the release, we are charging a slight premium for the most popular seats in an auditorium, but discounting the prices of less popular seats closer to the screen upfront. This is in line with our other sellers, price their seats for live theater, for concerts, for sporting events. It's also how we've been pricing movie theater tickets in Europe for many years. We do understand, however, that this is a substantial change to the status quo for U.S. moviegoers. So we will be watching very closely how moviegoers react to the changes that are being tested right now. We will report back to you in future calls what we're seeing in the tests, and we look forward to this thing working well for the benefit both of our movie-going public and for AMC. AMC's ability to continue to raise capital during our ongoing recovery makes all these potentially transformative innovations and new actions possible and it is crucial to our future success. To that end, I'd like to utilize the remainder of my formal remarks today to discuss the upcoming March 14, Special Stockholders' Meeting, and the importance of the proposals on which our shareholders are already voting. Last August, we issued 516,800,000 APE preferred equity units as the dividend to holders of our AMC common shares on a one-for-one basis. The primary goals of issuing the APE dividend was to provide AMC with a new currency that could be used to strengthen our balance sheet by generating cash, bolstering our liquidity to reduce our debt and to allow us to grow. And that is precisely what the APE units have done. Since September of 2022, the creation of APE units resulted in AMC successfully raising $314 million of gross cash proceeds and allowed us to reduce the principal balance of our debt by more than $221 million, most of which was profitably repurchased at a substantial discount. Indeed, AMC is unequivocally a stronger company today as a result of the creation of the APE dividend and it's allowing us to raise cash and reduce debt. I might add that, that came amidst a lot of press speculation that we'd be unsuccessful in doing so. To the naysayers and doom tellers, you know what I say, choke on that. However, despite having the same economic and voting rights as our AMC common shares, eight preferred equity units have consistently traded at a mysterious and substantial discount to AMC common shares. This discount creates inefficiencies that increases our cost of capital and causes unnecessary and preventable dilution. So after careful thought, the AMC Board of Directors is presenting important proposals for shareholders to vote on at the upcoming special meeting on March 14, 2022. These proposals are designed to protect the long-term value of a shareholders' investment in AMC while still providing AMC with the flexibility necessary to continue along our recovery trajectory in a challenging environment. As you already know, the two key proposals are to: one, increase the number of authorized AMC common shares from 524 million to 550 million and combine the AMC common shares and 8 preferred units; second, to effect a reverse stock split of one share for every 10, which, together with the increase in authorized common shares permits that automatic conversion of 8 units into AMC common stock. Our Board and I strongly believe that's in the best interest now of AMC shareholders to convert 8 units into AMC common shares, thereby simplifying our capital structure and eliminating the gap between the prices of 8 units and of AMC shares. As AMC's single largest individual shareholder with millions of AMC shares and 8 units. I have a vested interest in the outcome of this election because my net worth rises as AMC strengthens and my network falls as AMC gets weaker. I currently own outright some 3.7 million AMC shares or 8 units and have a further economic interest and an additional 4.5 million 8 units or AMC shares as a result of granted but unvested stock. In total, I have some 8.2 million AMC shares or AMC units. You know what that means? It means that my interests are directly aligned with those of our shareholders. I am not some hedge fund plan or Trojan Horse as a few of the more bizarre conspiracy theories go. I'm on the side of the retail investor because I am myself a retail investor. And I'd like to share with you the 7 reasons why I have voted yes, voting for the proposals that are being recommended by the Board. Before I do so, however, I should point out that litigation has been brought in the Delaware Court of Chancery attempting to block our shareholder proposals, and you are right to vote on them. We believe such litigation is without merit, that our actions have been totally lawful and consistent with our charter, and we will vigorously defend our position in this matter. The court has ordered that the March 14 vote shall take place on schedule, but then any implementation action resulting from the vote be held in advance until the court rules on the substance of the claims being made. So the vote is on and it is on now. I urge our shareholders to vote now so that your voice can be heard. And because I think it's the right thing for me to do and for you to do. I urge you to vote for the proposals with me. Here's why. First, a more resilient AMC. Having the flexibility to efficiently and opportunistically tap both the equity and debt capital markets results in a more resilient company. Were it not for our ability to have raised both equity and debt over the past three years, AMC would not have survived the pandemic that caused a material decline in our business activity. Second, reduced capital raising inefficiencies associated with 8 units trading at a discount to AMC shares. Converting 8 units to AMC shares will result in a single price for all AMC equity. This single price eliminates the inefficiency inherent in the discount between 8 units and AMC common stock and will allow AMC to more efficiently raise equity capital at the most attractive terms in the future. Third, enhance the ability to raise cash and increase liquidity. While I believe AMC is currently in a strong liquidity position with more than $840 million of available liquidity at the end of December 22, the ability to efficiently raise additional liquidity when needed has proven to be critical for this company in the past. And depending upon the path and timing of recovery may be critical to our survival, again, in the future. Fourth, strengthen AMC's balance sheet. AMC's balance sheet is expected to strengthen over time as the box office grows. At the same time, as we have demonstrated in recent months, there continue to be attractive opportunities for us to use available equity or equity proceeds to buy back debt or exchange debt for equity at a discount to face value, which greatly benefits shareholders. Fifth, simplify ownership in AMC. Consolidating ownership of AMC into one single class for all shareholders eliminates the added complexity that some brokerages have imposed on their clients in the holding or trading of our preferred equity securities. In addition, the single class of equity eliminates the potential for hedge funds or other investors to engage in arbitrage trading strategies between the eighth and AMC securities. Sixth, position AMC to transform into a stronger, more diversified company. A single equity class will better allow us to pursue attractive shareholder value creation opportunities to diversify and to transform our business. And last, seventh, create long-term value for AMC. A vote for the resolutions is a vote in favor of the long-term value of AMC. Since we announced our intention to hold a shareholder vote to convert 8 units into AMC shares, the total equity value of our company has increased. The other matter of consequence being discussed at the March 14 shareholder meeting is the one for tender of our stock split. So let me quickly address that topic. If you have 10 $1 bills in your pocket and you exchange them for one $10 bill, you still have $10 either way. If you would have 10 $10 bills in your pocket, and you exchange them for one $100 bill, you'd still have $100 either way. This reverse split in and of itself should be neutral. However, for a variety of reasons, including the technical listing rules of stock exchanges, we think it's unwise for our shares to be trading at levels in the single digits. The reverse split also creates room to allow for the full conversion of eights into common stock, which we also think is a good idea for each of you, as I previously explained, and creates the capacity for common stock to be issued -- adds equity in the future. In my view, I believe that there is no compelling argument why our shareholders should generally be averse to reverse stock split. As I stated earlier, having the flexibility to continue to raise capital as we navigate through our recovery is crucial to AMC's future success and has thus far kept us from the state of several of our competitors who have been forced to seek bankruptcy protection. Where we to be somehow the pride of this cash-raising capability, our future may not nearly be so bright as it appears currently. Indeed, our future could turn quite bleak in just a blink of an eye. I cannot emphasize enough that while things are looking up now, our success could literally vaporize in an instant if we misstep. The reason we have succeeded to date is that in our opinion, we have threaded the needle perfectly heretofore during this pandemic. But make no mistake, the need to continue to thread the needle perfectly going forward is unchanged at AMC Entertainment. Fortunately, we're pretty good at this. And we've been at it a while and we know what we're doing. I know I have about 3 million or 4 million friends out there who like to give me advice. But I'd like to remind you, we've done a pretty good job of stewarding this company during tough times. Avoiding a dire fate is a commitment that I personally made to our shareholders in the earliest days of this global pandemic when our revenues went to 0 overnight and stayed there for months. I remain steadfast in that commitment to you today. Every action that AMC has taken is in direct support of that commitment. Despite what the naysayers or the short sellers of those that wish us harm would have you believe, our mission now is clear. And it's the same exact cause that so many of our shareholders joined and embraced way back in the dark days of 2020 and early 2021. You all remember the hashtag, Save AMC. That's the report for Q4, 2022. Sean, let's now move to questions, both from our industry analysts and from our shareholders.