UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended March 31, 2024
or
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number: 1-35106
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(212 ) 324-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| The | Stock Market LLC | |||||||||||||
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (as defined in Exchange Act Rule 12b-2).
| Large accelerated filer | ¨ | þ | |||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 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 þ
The number of shares of common stock outstanding as of May 3, 2024:
| Class A Common Stock par value $0.01 per share | |||||
| Class B Common Stock par value $0.01 per share | |||||
AMC NETWORKS INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
| Page | |||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
| March 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, trade (less allowance for doubtful accounts of $ | |||||||||||
| Current portion of program rights, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
| Program rights, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of program rights obligations | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of long-term debt | |||||||||||
| Current portion of lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Program rights obligations | |||||||||||
| Long-term debt, net | |||||||||||
| Lease obligations | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders' equity: | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated earnings | |||||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total AMC Networks stockholders' equity | |||||||||||
| Non-redeemable noncontrolling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
1
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Revenues, net | $ | $ | |||||||||
| Operating expenses: | |||||||||||
Technical and operating (excluding depreciation and amortization) | |||||||||||
Selling, general and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| Restructuring and other related charges | |||||||||||
| Total operating expenses | |||||||||||
| Operating income | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Miscellaneous, net | ( | ||||||||||
| Total other expense | ( | ( | |||||||||
| Income from operations before income taxes | |||||||||||
| Income tax expense | ( | ( | |||||||||
| Net income including noncontrolling interests | |||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to AMC Networks' stockholders | $ | $ | |||||||||
Net income per share attributable to AMC Networks' stockholders: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common shares: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes to condensed consolidated financial statements.
2
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net income including noncontrolling interests | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Comprehensive income | |||||||||||
Comprehensive income attributable to noncontrolling interests | ( | ( | |||||||||
Comprehensive income attributable to AMC Networks' stockholders | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
| Class A Common Stock | Class B Common Stock | Paid-in Capital | Accumulated Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total AMC Networks Stockholders’ Equity | Non-redeemable Noncontrolling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to AMC Networks’ stockholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-redeemable noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interest adjustment to redemption fair value | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expenses | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock plans | — | — | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding associated with shares issued under employee stock plans | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Paid-in Capital | Accumulated Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total AMC Networks Stockholders’ Equity | Non-redeemable Noncontrolling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to AMC Networks’ stockholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-redeemable noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling member | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expenses | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding associated with shares issued under employee stock plans | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
AMC NETWORKS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income including noncontrolling interests | $ | $ | |||||||||
Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expenses related to equity classified awards | |||||||||||
| Amortization and write-off of program rights | |||||||||||
| Amortization of deferred carriage fees | |||||||||||
| Unrealized foreign currency transaction loss | |||||||||||
| Amortization of deferred financing costs and discounts on indebtedness | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable, trade (including amounts due from related parties, net) | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Program rights and obligations, net | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Accounts payable, accrued liabilities and other liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of investments | |||||||||||
| Other investing activities, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Deemed repurchases of restricted stock units | ( | ( | |||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Purchase of noncontrolling interests | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents from operations | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
5
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1. Description of Business and Basis of Presentation
Description of Business
AMC Networks Inc. ("AMC Networks") and its subsidiaries (collectively referred to as the "Company," "we," "us," or "our") own and operate entertainment businesses and assets. The Company is comprised of two operating segments:
•Domestic Operations: Includes our five national programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV. Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder. The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks.
•International: AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio of channels distributed around the world.
In 2024, the Company updated the name of its previously titled "International and Other" operating segment to "International" due to the divestiture of the 25/7 Media business on December 29, 2023, which was the sole component of the operating segment that comprised “Other.” This update does not constitute a change in segment reporting, but rather an update in name only. Prior period segment information contained in this report includes the results of the 25/7 Media business through the date of divestiture.
Principles of Consolidation
The consolidated financial statements include the accounts of AMC Networks and its subsidiaries in which a controlling financial interest is maintained or variable interest entities ("VIEs") in which the Company has determined it is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.
Unaudited Interim Financial Statements
These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, 2023 contained in the Company's Annual Report on Form 10-K (our "2023 Form 10-K") filed with the SEC. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.
The results of operations for interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates and judgments inherent in the preparation of the consolidated financial statements include the useful lives and methodologies used to amortize and assess recoverability of program rights, the estimated useful lives of intangible assets and the valuation and recoverability of goodwill and intangible assets.
Reclassifications
Certain reclassifications were made to the prior period amounts to conform to the current period presentation.
6
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company will incorporate the required disclosure updates for the 2025 annual financial statements.
Note 2. Revenue Recognition
Transaction Price Allocated to Future Performance Obligations
As of March 31, 2024, other than contracts for which the Company has applied the practical expedients, the aggregate amount of transaction price allocated to future performance obligations was not material to our consolidated revenues.
Contract Balances from Contracts with Customers
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.
| (In thousands) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Balances from contracts with customers: | ||||||||||||||
| Accounts receivable (including long-term receivables within Other assets) | $ | $ | ||||||||||||
| Contract assets, short-term (included in Prepaid expenses and other current assets) | ||||||||||||||
| Contract liabilities, short-term (Deferred revenue) | ||||||||||||||
Revenue recognized for the three months ended March 31, 2024 and 2023 relating to the contract liabilities at December 31, 2023 and 2022 was $24.7 million and $82.6 million, respectively.
In October 2023, the Company entered into an agreement enabling it to sell certain customer receivables to a financial institution on a recurring basis for cash. The transferred receivables will be fully guaranteed by a bankruptcy-remote entity and the financial institution that purchases the receivables will have no recourse to the Company's other assets in the event of non-payment by the customers. The Company can sell an indefinite amount of customer receivables under the agreement on a revolving basis, but the outstanding balance of unpaid customer receivables to the financial institution cannot exceed the initial program limit of $125.0 million at any given time. As of March 31, 2024, the Company had not yet sold any customer receivables under this agreement.
Note 3. Net Income per Share
The following is a reconciliation between basic and diluted weighted average common shares outstanding:
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Effect of dilution: | |||||||||||
| Restricted stock units | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
As of March 31, 2024 and March 31, 2023, 0.2 million and 0.8 million, respectively, of restricted stock units have been excluded from diluted weighted average common shares outstanding, as their impact would have been anti-dilutive.
7
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Stock Repurchase Program
The Company's Board of Directors previously authorized a program to repurchase up to $1.5 billion of its outstanding shares of common stock (the "Stock Repurchase Program"). The Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time. For the three months ended March 31, 2024 and 2023, the Company did no 135.3 million of authorization remaining for repurchase under the Stock Repurchase Program.
Note 4. Restructuring and Other Related Charges
There were no restructuring and other related charges for the three months ended March 31, 2024.
Restructuring and other related charges were $5.9 million for the three months ended March 31, 2023, consisting primarily of severance and other personnel costs related to a restructuring plan (the "Plan") that commenced on November 28, 2022. The Plan was designed to achieve significant cost reductions in light of “cord cutting” and the related impacts being felt across the media industry as well as the broader economic outlook. The Plan encompassed initiatives that included, among other things, strategic programming assessments and organizational restructuring costs. The Plan was intended to improve the organizational design of the Company through the elimination of certain roles and centralization of certain functional areas of the Company. The programming assessments pertained to a broad mix of owned and licensed content, including legacy television series and films that will no longer be in active rotation on the Company’s linear or streaming platforms.
The following table summarizes the restructuring and other related charges recognized by operating segment:
| (In thousands) | Three Months Ended March 31, | |||||||
| 2023 | ||||||||
| Domestic Operations | $ | |||||||
| International | ||||||||
| Corporate / Inter-segment eliminations | ||||||||
| Total restructuring and other related charges | $ | |||||||
The following table summarizes the accrued restructuring and other related costs:
| (In thousands) | Severance and Employee-Related Costs | Content Impairments and Other Exit Costs | Total | ||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ||||||||||||||
8
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 5. Program Rights
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
| March 31, 2024 | |||||||||||||||||
| (In thousands) | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||
| Owned original program rights, net: | |||||||||||||||||
| Completed | $ | $ | $ | ||||||||||||||
| In-production and in-development | |||||||||||||||||
| Total owned original program rights, net | $ | $ | $ | ||||||||||||||
| Licensed program rights, net: | |||||||||||||||||
| Licensed film and acquired series | $ | $ | $ | ||||||||||||||
| Licensed originals | |||||||||||||||||
| Advances and other production costs | |||||||||||||||||
| Total licensed program rights, net | |||||||||||||||||
| Program rights, net | $ | $ | $ | ||||||||||||||
| Current portion of program rights, net | $ | ||||||||||||||||
| Program rights, net (long-term) | |||||||||||||||||
| $ | |||||||||||||||||
| December 31, 2023 | |||||||||||||||||
| (In thousands) | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||
| Owned original program rights, net: | |||||||||||||||||
| Completed | $ | $ | $ | ||||||||||||||
| In-production and in-development | |||||||||||||||||
| Total owned original program rights, net | $ | $ | $ | ||||||||||||||
| Licensed program rights, net: | |||||||||||||||||
| Licensed film and acquired series | $ | $ | $ | ||||||||||||||
| Licensed originals | |||||||||||||||||
| Advances and other production costs | |||||||||||||||||
| Total licensed program rights, net | |||||||||||||||||
| Program rights, net | $ | $ | $ | ||||||||||||||
| Current portion of program rights, net | $ | ||||||||||||||||
| Program rights, net (long-term) | |||||||||||||||||
| $ | |||||||||||||||||
9
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Amortization, including write-offs, of owned and licensed program rights, included in Technical and operating expenses in the condensed consolidated statements of income, is as follows:
| Three Months Ended March 31, 2024 | |||||||||||||||||
| (In thousands) | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||
| Owned original program rights | $ | $ | $ | ||||||||||||||
| Licensed program rights | |||||||||||||||||
| Program rights amortization | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||
| (In thousands) | Predominantly Monetized Individually | Predominantly Monetized as a Group | Total | ||||||||||||||
| Owned original program rights | $ | $ | $ | ||||||||||||||
| Licensed program rights | |||||||||||||||||
| Program rights amortization | $ | $ | $ | ||||||||||||||
In the normal course of business, the Company may qualify for tax incentives through eligible investments in productions. Receivables related to tax incentives earned on production spend as of March 31, 2024 consisted of $235.9 million recorded in Prepaid expenses and other current assets and $45.9 million recorded in Other assets. Receivables related to tax incentives earned on production spend as of December 31, 2023 consisted of $230.3 million recorded in Prepaid expenses and other current assets and $49.9 million recorded in Other assets.
Note 6. Investments
The Company holds several investments in and loans to non-consolidated entities which are included in Other assets in the condensed consolidated balance sheet.
Equity Method Investments
Equity method investments were $83.6 million and $83.1 million at March 31, 2024 and December 31, 2023, respectively.
Non-marketable Equity Securities
Investments in non-marketable equity securities were $42.6 million and $41.6 million at March 31, 2024 and December 31, 2023, respectively. No 1.2 million on an investment, which is included in Miscellaneous, net in the condensed consolidated statements of income.
10
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 7. Goodwill and Other Intangible Assets
The carrying amount of goodwill, by operating segment is as follows:
| (In thousands) | Domestic Operations | International | Total | ||||||||||||||
| December 31, 2023 | $ | $ | $ | ||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||
| March 31, 2024 | $ | $ | $ | ||||||||||||||
As of March 31, 2024 and December 31, 2023, accumulated impairment charges in the International segment totaled $185.5
The following tables summarize information relating to the Company's identifiable intangible assets:
| (In thousands) | March 31, 2024 | ||||||||||||||||||||||
| Gross | Accumulated Amortization | Net | Estimated Useful Lives | ||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||
| Affiliate and customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Advertiser relationships | ( | ||||||||||||||||||||||
| Trade names and other amortizable intangible assets | ( | ||||||||||||||||||||||
| Total amortizable intangible assets | ( | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||
| Trademarks | — | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| (In thousands) | December 31, 2023 | ||||||||||||||||||||||
| Gross | Accumulated Amortization | Net | |||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||
| Affiliate and customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Advertiser relationships | ( | ||||||||||||||||||||||
| Trade names and other amortizable intangible assets | ( | ||||||||||||||||||||||
| Total amortizable intangible assets | ( | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||
| Trademarks | — | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
Aggregate amortization expense for amortizable intangible assets for the three months ended March 31, 2024 and 2023 was $8.6 million and $10.4 million, respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five years is:
| (In thousands) | |||||
| Years Ending December 31, | |||||
| 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
11
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 8. Accrued Liabilities
Accrued liabilities consist of the following:
| (In thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Employee related costs | $ | $ | |||||||||
| Participations and residuals | |||||||||||
| Interest | |||||||||||
| Restructuring and other related charges | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
Note 9. Long-term Debt
The following table summarizes the Company's long-term debt included in the condensed consolidated balance sheet as follows:
| (In thousands) | March 31, 2024 | December 31, 2023 | |||||||||
Senior Secured Credit Facility: (a) | |||||||||||
| Term Loan A Facility | $ | $ | |||||||||
| Senior Notes: | |||||||||||
| Total long-term debt | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized deferred financing costs | ( | ( | |||||||||
| Long-term debt, net | |||||||||||
| Current portion of long-term debt | |||||||||||
| Noncurrent portion of long-term debt | $ | $ | |||||||||
During the three months ended March 31, 2024, the Company repaid a total of $16.9 million of the principal amount of the Term Loan A Facility in accordance with the terms of the agreement.
Amendment to Credit Agreement
On April 9, 2024, AMC Networks entered into Amendment No. 3 ("Amendment No. 3") to the Second Amended and Restated Credit Agreement, dated as of July 28, 2017 (as amended to date and by Amendment No. 3, the “Credit Agreement”), among AMC Networks and its subsidiary, AMC Network Entertainment LLC (“AMC Network Entertainment”), as the initial borrowers, certain of AMC Networks' subsidiaries, as restricted subsidiaries, Bank of America, N.A., as an L/C Issuer, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer.
In connection with Amendment No. 3, AMC Networks made a partial prepayment of the Term Loan A facility under the Credit Agreement (the “Term Loan A Facility”), bringing the total principal amount outstanding under the Term Loan A Facility to $425 million, and reduced the revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) to $175 million. In addition, pursuant to Amendment No. 3, the maturity date of $325 million principal amount of loans under the Term Loan A Facility as well as all of the commitments under the Revolving Credit Facility has been extended to April 9, 2028. The maturity date of the remaining $100 million principal amount of loans under the Term Loan A Facility continues to be February 8, 2026. Amendment No. 3 also includes certain other modifications to covenants and other provisions of the Credit Agreement.
12
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Senior Secured Notes Offering
On April 9, 2024, AMC Networks issued $875 million aggregate principal amount of 10.25 % Senior Secured Notes due January 15, 2029 (the “Secured Notes”). AMC Networks received net proceeds of $863 million, after deducting underwriting discounts. The Secured Notes are guaranteed by AMC Network Entertainment and AMC Networks' subsidiaries that guarantee the Credit Agreement (the "Guarantors").
The Secured Notes were issued pursuant to an Indenture, dated as of April 9, 2024 (the “Indenture”), among AMC Networks, the Guarantors and U.S. Bank Trust Company, National Association, as Trustee.
The Secured Notes accrue interest at a rate of 10.25 % per annum and mature on January 15, 2029. Interest is payable semiannually on January 15 and July 15 of each year, commencing on July 15, 2024. The Secured Notes are AMC Networks’ general senior secured obligations, secured on a first-priority basis by substantially all of AMC Networks’ and the Guarantors’ assets and property, subject to certain liens permitted under the Indenture, and rank equally with all of AMC Networks’ existing and future senior indebtedness, senior in right of payment to AMC Networks’ future subordinated indebtedness and effectively senior to any of AMC Networks’ existing and future unsecured indebtedness or indebtedness that is secured by a lien ranking junior to the lien securing the Notes, in each case, to the extent of the value of the collateral.
On or after January 15, 2026, AMC Networks may redeem the Secured Notes, at its option, in whole or in part, at any time and from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the twelve month period beginning on January 15 of the years indicated below:
| Year | Percentage | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 and thereafter | ||||||||
In addition to the optional redemption of the Secured Notes described above, at any time prior to January 15, 2026, AMC Networks may redeem up to 40 % of the aggregate principal amount of the Secured Notes at a redemption price equal to 110.250 % of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, using the net proceeds of certain equity offerings. At any time prior to January 15, 2026, AMC Networks may also redeem up to 10 % of the aggregate principal amount of the Secured Notes during any twelve month period at a redemption price equal to 103.000 % of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Finally, at any time prior to January 15, 2026, AMC Networks may redeem the Secured Notes, at its option in whole or in part, at any time, at a redemption price equal to 100 % of the principal amount thereof to be redeemed plus the “Applicable Premium” calculated as described in the Indenture at the Treasury rate + 50 basis points, and accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Tender Offer and Redemption of Senior Notes due August 2025
On April 22, 2024, AMC Networks completed a cash tender offer (the "Offer") to purchase any and all outstanding 4.75 % Senior Notes due 2025 and redeemed all 4.75 % Senior Notes due 2025 that remained outstanding after completion of the Offer at a price of 100.000 % of their principal amount, plus accrued and unpaid interest to, but not including, the redemption date.
13
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 10. Leases
The following table summarizes the leases included in the condensed consolidated balance sheets as follows:
| (In thousands) | Balance Sheet Location | March 31, 2024 | December 31, 2023 | ||||||||||||||
| Assets | |||||||||||||||||
| Operating | Operating lease right-of-use assets | $ | $ | ||||||||||||||
| Finance | |||||||||||||||||
| Total lease assets | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Current: | |||||||||||||||||
| Operating | $ | $ | |||||||||||||||
| Finance | |||||||||||||||||
| $ | $ | ||||||||||||||||
| Noncurrent: | |||||||||||||||||
| Operating | $ | $ | |||||||||||||||
| Finance | |||||||||||||||||
| $ | $ | ||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
Note 11. Fair Value Measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
•Level I - Quoted prices for identical instruments in active markets.
•Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level III - Instruments whose significant value drivers are unobservable.
14
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
The following table presents for each of these hierarchy levels, the Company's financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:
| (In thousands) | Level I | Level II | Level III | Total | ||||||||||||||||||||||
| At March 31, 2024: | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign currency derivatives | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Foreign currency derivatives | ||||||||||||||||||||||||||
| At December 31, 2023: | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
Foreign currency derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Foreign currency derivatives | ||||||||||||||||||||||||||
The Company's cash equivalents (comprised of money market mutual funds) are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's foreign currency derivatives are classified within Level II of the fair value hierarchy as their fair values are determined based on a market approach valuation technique that uses readily observable market parameters and the consideration of counterparty risk.
At March 31, 2024 and December 31, 2023, the Company did not have any material assets or liabilities measured at fair value on a recurring basis that would be considered Level III.
Fair value measurements are also used in nonrecurring valuations performed in connection with acquisition accounting and impairment testing. These nonrecurring valuations primarily include the valuation of program rights, goodwill, intangible assets and property and equipment. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level III of the fair value hierarchy.
Credit Facility Debt and Senior Notes
The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities.
The carrying values and estimated fair values of the Company's financial instruments, excluding those that are carried at fair value in the condensed consolidated balance sheets, are summarized as follows:
| (In thousands) | March 31, 2024 | ||||||||||
| Carrying Amount | Estimated Fair Value | ||||||||||
| Debt instruments: | |||||||||||
| Term loan A facility | $ | $ | |||||||||
| $ | $ | ||||||||||
15
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
| (In thousands) | December 31, 2023 | ||||||||||
| Carrying Amount | Estimated Fair Value | ||||||||||
| Debt instruments: | |||||||||||
| Term loan A facility | $ | $ | |||||||||
| $ | $ | ||||||||||
Fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Note 12. Derivative Financial Instruments
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than one of our subsidiaries' respective functional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable (including intercompany amounts) that are denominated in a currency other than the applicable functional currency.
The fair values of the Company's derivative financial instruments included in the condensed consolidated balance sheets are as follows:
| (In thousands) | Balance Sheet Location | March 31, 2024 | December 31, 2023 | ||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Assets: | |||||||||||||||||
| Foreign currency derivatives | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Foreign currency derivatives | Other assets | ||||||||||||||||
| Liabilities: | |||||||||||||||||
| Foreign currency derivatives | Accrued liabilities | $ | $ | ||||||||||||||
| Foreign currency derivatives | Current portion of program rights obligations | ||||||||||||||||
| Foreign currency derivatives | Other liabilities | ||||||||||||||||
The amounts of gains and losses related to the Company's derivative financial instruments not designated as hedging instruments are as follows:
| (In thousands) | Location of Gain (Loss) Recognized in Earnings on Derivatives | Amount of Gain (Loss) Recognized in Earnings on Derivatives | |||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Foreign currency derivatives | Miscellaneous, net | $ | ( | $ | |||||||||||||
Note 13. Income Taxes
For the three months ended March 31, 2024, income tax expense was $23.6 million, representing an effective rate of 29 %, as compared to the federal statutory rate of 21%. The effective rate differs from the federal statutory rate due primarily to state and local income tax expense, tax expense related to non-deductible compensation, tax expense for shortfalls related to share-based compensation and tax expense for an increase in the valuation allowance for foreign taxes.
16
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
For the three months ended March 31, 2023, income tax expense was $36.9 million, representing an effective rate of 25 %, as compared to the federal statutory rate of 21%. The effective rate differs from the federal statutory rate due primarily to state and local income tax expense and tax expense for shortfalls related to share-based compensation.
At March 31, 2024, the Company had foreign tax credit carry forwards of approximately $50.3 million, expiring on various dates from 2024 through 2034. These carryforwards have been reduced to zero by a valuation allowance of $50.3 million as it is more likely than not that these carry forwards will not be realized.
As of March 31, 2024, the Company's consolidated cash and cash equivalents balance of $690.5 million included approximately $132.1 million held by foreign subsidiaries. Of this amount, approximately $20.0 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations. Tax expense related to the expected repatriation amount has been accrued in prior periods and the Company does not expect to incur any significant, additional taxes related to the remaining balance.
In December 2021, the Organization for Economic Co-operation and Development (OECD) released the Pillar Two Model Rules, which aim to reform international corporate taxation rules, including the implementation of a global minimum tax rate. The Company began the phased implementation of the Pillar Two Model Rules in the first quarter of 2024 and as of March 31, 2024, the Pillar Two minimum tax requirement is not expected to have a material impact upon the Company's full year results of operations or financial position.
Note 14. Commitments and Contingencies
Commitments
As of March 31, 2024, the Company's contractual obligations not reflected on the Company's condensed consolidated balance sheet increased $6.9 million, as compared to December 31, 2023, to $880.5 million. The increase was primarily driven by additional program rights commitments, partially offset by payments for program rights.
Legal Matters
On August 14, 2017, Robert Kirkman, Robert Kirkman, LLC, Glen Mazzara, 44 Strong Productions, Inc., David Alpert, Circle of Confusion Productions, LLC, New Circle of Confusion Productions, Inc., Gale Anne Hurd, and Valhalla Entertainment, Inc. f/k/a Valhalla Motion Pictures, Inc. (together, the "Plaintiffs") filed a complaint in California Superior Court in connection with Plaintiffs’ rendering of services as writers and producers of the television series entitled The Walking Dead, as well as Fear the Walking Dead and/or Talking Dead, and the agreements between the parties related thereto (the "Walking Dead Litigation"). The Plaintiffs asserted that the Company had been improperly underpaying the Plaintiffs under their contracts with the Company and they asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, inducing breach of contract, and liability for violation of Cal. Bus. & Prof. Code § 17200. The Plaintiffs sought compensatory and punitive damages and restitution. On August 8, 2019, the judge in the Walking Dead Litigation ordered a trial to resolve certain issues of contract interpretation only. Following eight days of trial in February and March 2020, on July 22, 2020, the judge issued a Statement of Decision finding in the Company's favor on all seven matters of contract interpretation before the court in this first phase trial. On January 20, 2021, the Plaintiffs filed a second amended complaint, eliminating eight named defendants and their claims under Cal. Bus. & Prof. Code § 17200. On May 5, 2021, the Plaintiffs filed a third amended complaint, repleading in part their claims for alleged breach of the implied covenant of good faith and fair dealing, inducing breach of contract, and certain breach of contract claims. On June 2, 2021, the Company filed a demurrer and motion to strike seeking to dismiss the claim for breach of the implied covenant of good faith and fair dealing and certain tort and breach of contract claims asserted in the third amended complaint. On July 27, 2021, the court granted in part and denied in part the Company's motion. On January 12, 2022, the Company filed a motion for summary adjudication of many of the remaining claims. On April 6, 2022, the court granted the Company’s summary adjudication motion in part, dismissing the Plaintiffs’ claims for breach of the implied covenant of good faith and fair dealing and inducing breach of contract. On January 26, 2023, the Plaintiffs filed a notice of appeal of the court’s post-trial, demurrer, and summary adjudication decisions. The parties entered into an agreement to resolve through confidential binding arbitration the remaining claims in the litigation (consisting mainly of ordinary course profit participation audit claims), and as a result, the court formally dismissed the case. The arbitration to resolve the two remaining claims for breach of contract was held between October 16 through October 20, 2023. On March 12, 2024, the arbitral panel issued a decision awarding the Plaintiffs the sum of approximately $7.8 million. The arbitral panel's decision did not have a material impact on the Company's financial condition or results of operations.
On November 14, 2022, the Plaintiffs filed a separate complaint in California Superior Court (the “MFN Litigation”) in connection with the Company’s July 16, 2021 settlement agreement with Frank Darabont (“Darabont”), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (the “Darabont Parties”), which resolved litigations the
17
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Darabont Parties had brought in connection with Darabont's rendering services as a writer, director and producer of the television series entitled The Walking Dead and the agreement between the parties related thereto (the “Darabont Settlement”). Plaintiffs assert claims for breach of contract, alleging that the Company breached the most favored nations (“MFN”) provisions of Plaintiffs’ contracts with the Company by failing to pay them additional contingent compensation as a result of the Darabont Settlement (the “MFN Litigation”). Plaintiffs claim in the MFN Litigation that they are entitled to actual and compensatory damages in excess of $200 million. The Plaintiffs also brought a cause of action to enjoin an arbitration the Company commenced in May 2022 concerning the same dispute. On December 15, 2022, the Company removed the MFN Litigation to the United States District Court for the Central District of California. On January 13, 2023, the Company filed a motion to dismiss the MFN Litigation and informed the court that the Company had withdrawn the arbitration Plaintiffs sought to enjoin. On March 25, 2024, the Court issued a ruling denying the Company’s motion to dismiss and the matter is proceeding to discovery. The trial for this matter, previously scheduled for September 17, 2024, has been rescheduled to May 6, 2025. The Company believes that the asserted claims are without merit and will vigorously defend against them if they are not dismissed. At this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
The Company is party to actions and claims arising from alleged violations of the federal Video Privacy Protection Act (the “VPPA”) and analogous state laws. In addition to certain putative class actions currently pending, the Company is facing a series of arbitration claims managed by multiple plaintiffs’ law firms. The class action complaints and the arbitration claims all allege that the Company’s use of a Meta Platforms, Inc. pixel on the websites for certain of its subscription video services, including AMC+ and Shudder, violated the privacy protection provisions of the VPPA and its state law analogues. On October 27, 2023, the Company reached a settlement with multiple plaintiffs relating to their pending class actions alleging violations of the VPPA and analogous state laws. On January 10, 2024, the class action settlement was preliminarily approved by the United States District Court for the Southern District of New York. The Company has also reached settlements to resolve the arbitration claims. All of the settlements reached by the Company in connection with these matters are expected to be reimbursed by the Company’s insurance carriers.
The Company is party to various lawsuits and claims in the ordinary course of business, including the matters described above, as well as other lawsuits and claims relating to employment, intellectual property, and privacy and data protection matters. Although the outcome of these matters cannot be predicted with certainty and while the impact of these matters on the Company's results of operations in any particular subsequent reporting period could be material, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.
Note 15. Equity Plans
During the first quarter of 2024, AMC Networks granted 2,016,192 restricted stock units ("RSUs") to certain executive officers and employees under the AMC Networks Inc. Amended and Restated 2016 Employee Stock Plan, which vest ratably over a three-year period.
During the three months ended March 31, 2024, 813,111 RSUs of AMC Networks Class A Common Stock previously issued to employees of the Company vested. On the vesting date, 331,383 RSUs were surrendered to AMC Networks to cover the required statutory tax withholding obligations and 481,728 shares of AMC Networks Class A Common Stock were issued. Units are surrendered to satisfy the employees' statutory minimum tax withholding obligations for the applicable income and other employment tax. The units surrendered during the three months ended March 31, 2024 had an aggregate value of $4.0 million, which has been reflected as a financing activity in the condensed consolidated statement of cash flows for the three months ended March 31, 2024.
The Company recorded share-based compensation expenses of $6.1 million and $5.9 million (including $0.3
As of March 31, 2024, there was $41.9 million of total unrecognized share-based compensation cost related to outstanding unvested share-based awards. The unrecognized compensation cost is expected to be recognized over a weighted average remaining period of approximately 2.4 years.
18
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Note 16. Redeemable Noncontrolling Interests
In connection with the Company's previous acquisitions of New Video Channel America L.L.C (owner of the cable channel BBC America) and RLJ Entertainment, the terms of the acquisition agreements provide the noncontrolling members with a right to put all of their noncontrolling interest to subsidiaries of the Company at a future time. Since the exercise of these put rights is outside the Company's control, the noncontrolling interest in each entity is presented as a redeemable noncontrolling interest outside of stockholders' equity on the Company's condensed consolidated balance sheet.
The following tables summarize activity related to redeemable noncontrolling interest for the three months ended March 31, 2024 and 2023:
| (In thousands) | Three Months Ended March 31, 2024 | ||||
| December 31, 2023 | $ | ||||
| Net earnings | |||||
| Distributions | ( | ||||
| Adjustment to redemption fair value | |||||
| March 31, 2024 | $ | ||||
| (In thousands) | Three Months Ended March 31, 2023 | ||||
| December 31, 2022 | $ | ||||
| Net earnings | |||||
| Distributions | ( | ||||
| March 31, 2023 | $ | ||||
Note 17. Related Party Transactions
The Company and its related parties enter into transactions with each other in the ordinary course of business. Revenues, net from related parties amounted to $1.3 million and $1.3 million for the three months ended March 31, 2024 and 2023, respectively. Amounts charged to the Company, included in Selling, general and administrative expenses, pursuant to transactions with its related parties amounted to $0.4 million and $3.3 million for the three months ended March 31, 2024 and 2023, respectively.
Note 18. Cash Flows
The following table details the Company's non-cash investing and financing activities and other supplemental data:
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Operating lease additions | $ | $ | |||||||||
| Capital expenditures incurred but not yet paid | |||||||||||
| Supplemental Data: | |||||||||||
| Cash interest paid | |||||||||||
| Income tax (refunds) payments, net | ( | ||||||||||
Note 19. Segment Information
The Company classifies its operations into two operating segments: Domestic Operations and International. These operating segments represent strategic business units that are managed separately.
19
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
In 2024, the Company updated the name of its previously titled "International and Other" operating segment to "International" due to the divestiture of the 25/7 Media business on December 29, 2023, which was the sole component of the operating segment that comprised “Other.” This update does not constitute a change in segment reporting, but rather an update in name only. Prior period segment information contained in this report includes the results of the 25/7 Media business through the date of divestiture.
The Company evaluates segment performance based on several factors, of which the primary financial measure is operating segment adjusted operating income ("AOI"). The Company defines AOI as operating income (loss) before depreciation and amortization, cloud computing amortization, share-based compensation expenses or benefit, impairment and other charges (including gains or losses on sales or dispositions of businesses), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. The Company has presented the components that reconcile adjusted operating income to operating income, and other information as to the continuing operations of the Company's operating segments below.
| (In thousands) | Three Months Ended March 31, 2024 | ||||||||||||||||||||||
| Domestic Operations | International | Corporate / Inter-segment Eliminations | Consolidated | ||||||||||||||||||||
| Revenues, net | |||||||||||||||||||||||
| Subscription | $ | $ | $ | $ | |||||||||||||||||||
| Content licensing and other | ( | ||||||||||||||||||||||
| Distribution and other | ( | ||||||||||||||||||||||
| Advertising | |||||||||||||||||||||||
| Consolidated revenues, net | $ | $ | $ | ( | $ | ||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Share-based compensation expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Cloud computing amortization | |||||||||||||||||||||||
| Majority-owned equity investees AOI | |||||||||||||||||||||||
| Adjusted operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| (In thousands) | Three Months Ended March 31, 2023 | ||||||||||||||||||||||
| Domestic Operations | International | Corporate / Inter-segment Eliminations | Consolidated | ||||||||||||||||||||
| Revenues, net | |||||||||||||||||||||||
| Subscription | $ | $ | $ | $ | |||||||||||||||||||
| Content licensing and other | ( | ||||||||||||||||||||||
| Distribution and other | ( | ||||||||||||||||||||||
| Advertising | |||||||||||||||||||||||
| Consolidated revenues, net | $ | $ | $ | ( | $ | ||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Share-based compensation expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Restructuring and other related charges | |||||||||||||||||||||||
| Cloud computing amortization | |||||||||||||||||||||||
| Majority-owned equity investees AOI | |||||||||||||||||||||||
| Adjusted operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
20
AMC NETWORKS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
Subscription revenues in the Domestic Operations segment include revenues related to the Company's streaming services of $145.1 million and $140.9 million for the three months ended March 31, 2024 and 2023.
Corporate overhead costs not allocated to the segments include costs such as executive salaries and benefits and costs of maintaining corporate headquarters, facilities and common support functions.
Inter-segment eliminations are primarily licensing revenues recognized between the Domestic Operations and International segments.
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Inter-segment revenues | |||||||||||
| Domestic Operations | $ | ( | $ | ( | |||||||
| International | ( | ( | |||||||||
| $ | ( | $ | ( | ||||||||
The table below summarizes revenues based on customer location:
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Revenues | |||||||||||
| United States | $ | $ | |||||||||
| Europe | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
One customer within the Domestic Operations segment accounted for approximately 15 % and 13 % of consolidated revenues, net for the three months ended March 31, 2024 and 2023, respectively.
The table below summarizes property and equipment based on asset location:
| (In thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Property and equipment, net | |||||||||||
| United States | $ | $ | |||||||||
| Europe | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. In this Management's Discussion and Analysis of Financial Condition and Results of Operations there are statements concerning our future operating results and future financial performance. Words such as "expects," "anticipates," "believes," "estimates," "may," "will," "should," "could," "potential," "continue," "intends," "plans" and similar words and terms used in the discussion of future operating results and future financial performance identify forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:
•the level of our revenues;
•market demand, including changes in viewer consumption patterns, for our programming networks, our subscription streaming services, our programming, and our production services;
•demand for advertising inventory and our ability to deliver guaranteed viewer ratings;
•the highly competitive nature of the cable, telecommunications, streaming and programming industries;
•the cost of, and our ability to obtain or produce, desirable content for our programming services, other forms of distribution, including digital and licensing in international markets, as well as our film distribution businesses;
•market demand for our owned original programming and our film content;
•the loss of any of our key personnel and artistic talent;
•the impact of strikes, including those related to the Writers, Directors, and Screen Actors guilds;
•the security of our program rights and other electronic data;
•our ability to maintain and renew distribution or affiliation agreements with distributors;
•economic and business conditions and industry trends in the countries in which we operate, including increases in inflation rates and recession risk;
•fluctuations in currency exchange rates and interest rates;
•changes in domestic and foreign laws or regulations under which we operate;
•changes in laws or treaties relating to taxation, or the interpretation thereof, in the United States or in the countries in which we operate;
•the impact of existing and proposed federal, state and international laws and regulations relating to data protection, privacy and security, including the European Union's General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA") and other similar comprehensive privacy and security laws that have been or may be enacted in other states;
•our substantial debt and high leverage;
•reduced access to, or inability to access, capital or credit markets, or significant increases in costs to borrow;
•the level of our expenses;
•future acquisitions and dispositions of assets;
•our ability to successfully acquire new businesses and, if acquired, to integrate, and implement our plan with respect to businesses we acquire;
•problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;
•uncertainties regarding the financial results of equity method investees, issuers of our investments in marketable equity securities and non-marketable equity securities and changes in the nature of key strategic relationships with partners and joint ventures;
•the outcome of litigation, arbitration and other proceedings;
•whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);
•financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;
•the impact of pandemics or other health emergencies on the economy and our business;
•events that are outside our control, such as political unrest in international markets, terrorist attacks, natural disasters and other similar events; and
•the factors described under Item 1A, "Risk Factors" in our 2023 Annual Report on Form 10-K (the "2023 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC").
We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.
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Introduction
Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is a supplement to and should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere herein and our 2023 Form 10-K to enhance the understanding of our financial condition, changes in financial condition and results of our operations. Unless the context otherwise requires, all references to "we," "us," "our," "AMC Networks" or the "Company" refer to AMC Networks Inc., together with its subsidiaries. The MD&A is organized as follows:
Business Overview. This section provides a general description of our business and our operating segments, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.
Consolidated Results of Operations. This section provides an analysis of our results of operations for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) Domestic Operations and (ii) International.
Liquidity and Capital Resources. This section provides a discussion of our financial condition as of March 31, 2024, as well as an analysis of our cash flows for the three months ended March 31, 2024 and 2023. The discussion of our financial condition and liquidity also includes summaries of (i) our primary sources of liquidity and (ii) our contractual obligations that existed at March 31, 2024 as compared to December 31, 2023.
Critical Accounting Policies and Estimates. This section provides an update, if any, to our significant accounting policies or critical accounting estimates since December 31, 2023.
Business Overview
Financial Highlights
The tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income (loss) ("AOI")1, for the periods indicated.
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Revenues, net | |||||||||||
| Domestic Operations | $ | 524,226 | $ | 611,854 | |||||||
| International | 75,605 | 108,072 | |||||||||
| Inter-segment Eliminations | (3,370) | (2,479) | |||||||||
| $ | 596,461 | $ | 717,447 | ||||||||
| Operating Income (Loss) | |||||||||||
| Domestic Operations | $ | 142,017 | $ | 199,488 | |||||||
| International | 8,609 | 14,142 | |||||||||
| Corporate / Inter-segment Eliminations | (40,448) | (40,326) | |||||||||
| $ | 110,178 | $ | 173,304 | ||||||||
| Adjusted Operating Income (Loss) | |||||||||||
| Domestic Operations | $ | 162,319 | $ | 219,388 | |||||||
| International | 13,400 | 21,137 | |||||||||
| Corporate / Inter-segment Eliminations | (26,595) | (24,762) | |||||||||
| $ | 149,124 | $ | 215,763 | ||||||||
1 Adjusted Operating Income (Loss), is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section on page 33 for additional information, including our definition and our use of this non-GAAP financial measure, and for a reconciliation to its most comparable GAAP financial measure.
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Segment Reporting
We manage our business through the following two operating segments:
•Domestic Operations: Includes our five programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV. Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder. The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks.
•International: AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio of channels distributed around the world.
In 2024, we updated the name of our previously titled "International and Other" operating segment to "International" due to the divestiture of the 25/7 Media business on December 29, 2023, which was the sole component of the operating segment that comprised “Other.” This update does not constitute a change in segment reporting, but rather an update in name only. Prior period segment information contained in this report includes the results of the 25/7 Media business through the date of divestiture.
Domestic Operations
In our Domestic Operations segment, we earn revenue principally from: (i) the distribution of our programming through our programming networks and streaming services, (ii) the sale of advertising, and (iii) the licensing of our original programming to distributors, including the distribution of programming of IFC Films.
Subscription revenue includes fees paid by distributors and consumers for our programming networks and streaming services. Subscription fees paid by distributors represent the largest component of distribution revenue. Substantially all of our subscription revenues for our programming networks are based on a per subscriber fee, commonly referred to as "affiliation agreements". The subscription revenues we earn vary from period to period, distributor to distributor and also vary among our programming services, but are generally based on the impact of renewals of affiliation agreements and upon the number of each distributor's subscribers who receive our programming, referred to as viewing subscribers. Subscription fees for our streaming services are typically based on a per subscriber fee and are generally paid by distributors and consumers on a monthly basis.
Under affiliation agreements with our distributors, we have the right to sell a specified amount of national advertising time on our programming networks. Our advertising revenues are more variable than subscription revenues because the majority of our advertising is sold on a short-term basis, not under long-term contracts. Our arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated price per unit. Additionally, in these advertising sales arrangements, our programming networks generally guarantee specified viewer ratings for their programming. Most of our advertising revenues vary based on the timing of our original programming series and the popularity of our programming as measured by Nielsen.
Content licensing revenue is earned from the licensing of original programming for digital, foreign and home video distribution and is recognized upon availability or distribution by the licensee, and, to a lesser extent, is earned through the distribution of AMC Studios produced series to third parties. Content licensing revenues vary based on the timing of availability of programming to distributors.
Programming expenses, included in technical and operating expenses, represent the largest expenses of the Domestic Operations segment and primarily consist of amortization of program rights, such as those for original programming, feature films and licensed series, as well as participation and residual costs. The other components of technical and operating expenses primarily include distribution and production related costs and program operating costs including cost of delivery, such as origination, transmission, uplinking and encryption.
The success of our business depends on original programming, both scripted and unscripted, across all of our programming services. These original series generally result in higher ratings for our networks and higher viewership on our streaming services. Among other things, higher audience ratings drive increased revenues through higher advertising revenues. The timing of exhibition and distribution of original programming varies from period to period, which results in greater variability in our revenues, earnings and cash flows from operating activities. There may be significant changes in the level of our technical and operating expenses due to the level of our content investment spend and the related amortization of content acquisition and/or original programming costs. Program rights that are predominantly monetized as a group are amortized based on projected usage, typically resulting in an accelerated amortization pattern and, to a lesser extent, program rights that are predominantly monetized individually are amortized based on the individual-film-forecast-computation method.
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Most original series require us to make significant up-front investments. Our programming efforts are not always commercially successful, which has in the past resulted and could in the future result in a write-off of program rights. If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a film group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the condensed consolidated statements of income. Program rights with no future programming usefulness are substantively abandoned resulting in the write-off of remaining unamortized cost.
International
Our International segment consists of the operations of AMCNI, which earns revenue principally from the international distribution of programming and, to a lesser extent, the sale of advertising from our AMCNI programming networks. For the three months ended March 31, 2024, distribution revenues represented 72% of the revenues of the International segment. Distribution revenue primarily includes subscription fees paid by distributors to carry our programming networks. Our subscription revenues are generally based on either a per-subscriber fee or a fixed contractual annual fee, under multi-year affiliation agreements. Subscription revenues are derived from the distribution of our programming networks primarily in Europe, and to a lesser extent, Latin America.
Programming expenses and program operating costs are included in technical and operating expenses, and represent the largest expense of the International segment. Programming expenses primarily consist of amortization of acquired content, costs of dubbing and sub-titling of programs, and production costs. Program operating costs include costs such as origination, transmission, uplinking and encryption of our linear AMCNI channels as well as content hosting and delivery costs at our various on-line content distribution initiatives. Our programming efforts are not all commercially successful, which has in the past resulted and could in the future result in a write-off of program rights. If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a film group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the condensed consolidated statements of income. Program rights with no future programming usefulness are substantively abandoned, resulting in the write-off of remaining unamortized cost.
Corporate / Inter-segment Eliminations
Corporate operations primarily consist of executive management and administrative support services, such as executive salaries and benefits costs, costs of maintaining corporate headquarters, facilities and common support functions. The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.
Impact of Economic Conditions
Our future performance is dependent, to a large extent, on general economic conditions including the impact of direct competition, our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. Additionally, changes in macroeconomic factors and circumstances, particularly high inflation and interest rates, may adversely impact our results of operations, cash flows and financial position or our ability to refinance our indebtedness on terms favorable to us, or at all.
Capital and credit market disruptions, as well as other events such as pandemics or other health emergencies, inflation, international conflict and recession, could cause economic downturns, which may lead to lower demand for our products, such as lower demand for television advertising and a decrease in the number of subscribers receiving our programming services. Events such as these may adversely impact our results of operations, cash flows and financial position.
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Consolidated Results of Operations
The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses. Where we have management control of an entity, we consolidate 100% of such entity in our condensed consolidated statements of income notwithstanding that a third-party owns an interest, which may be significant, in such entity. The noncontrolling owner's interest in the operating results of consolidated subsidiaries are reflected in net income or loss attributable to noncontrolling interests in our condensed consolidated statements of income.
Three Months Ended March 31, 2024 and 2023
The following table sets forth our consolidated results of operations for the periods indicated.
| Three Months Ended March 31, | |||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||
| Revenues, net: | |||||||||||||||||
| Subscription | $ | 373,407 | $ | 404,220 | (7.6) | % | |||||||||||
| Content licensing and other | 61,676 | 133,644 | (53.9) | % | |||||||||||||
| Distribution and other | 435,083 | 537,864 | (19.1) | % | |||||||||||||
| Advertising | 161,378 | 179,583 | (10.1) | % | |||||||||||||
| Total revenues, net | 596,461 | 717,447 | (16.9) | % | |||||||||||||
| Operating expenses: | |||||||||||||||||
Technical and operating (excluding depreciation and amortization) | 271,576 | 326,729 | (16.9) | % | |||||||||||||
| Selling, general and administrative | 188,881 | 185,606 | 1.8 | % | |||||||||||||
| Depreciation and amortization | 25,826 | 25,875 | (0.2) | % | |||||||||||||
| Restructuring and other related charges | — | 5,933 | (100.0) | % | |||||||||||||
| Total operating expenses | 486,283 | 544,143 | (10.6) | % | |||||||||||||
| Operating income | 110,178 | 173,304 | (36.4) | % | |||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (23,956) | (29,701) | (19.3) | % | |||||||||||||
| Miscellaneous, net | (5,190) | 4,589 | (213.1) | % | |||||||||||||
| Total other expense | (29,146) | (25,112) | 16.1 | % | |||||||||||||
| Income from operations before income taxes | 81,032 | 148,192 | (45.3) | % | |||||||||||||
| Income tax expense | (23,649) | (36,899) | (35.9) | % | |||||||||||||
| Net income including noncontrolling interests | 57,383 | 111,293 | (48.4) | % | |||||||||||||
| Net income attributable to noncontrolling interests | (11,580) | (7,683) | 50.7 | % | |||||||||||||
| Net income attributable to AMC Networks' stockholders | $ | 45,803 | $ | 103,610 | (55.8) | % | |||||||||||
Revenues
Subscription revenues decreased primarily due to a 7.2% decrease in our Domestic Operations segment due to a decline in affiliate revenues, partially offset by an increase in streaming revenues, as well as a 10.3% decrease in our International segment primarily due to the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023. We expect linear subscriber declines to continue, consistent with the declines across the cable ecosystem.
Content licensing and other revenues decreased 40.1% in our Domestic Operations segment primarily due to the availability of deliveries in the period, including $56.1 million of revenue associated with the first quarter 2023 delivery of the remaining episodes of Silo, an AMC Studios produced series, as well as a 90.2% decrease in our International segment due to the divestiture of the 25/7 Media business on December 29, 2023. We expect content licensing revenues in our Domestic Operations segment to face continued pressure in 2024 due to reduced availability of original programming.
Advertising revenues decreased 13.2% in our Domestic Operations segment primarily due to linear ratings declines and continued softness in the advertising market, partially offset by digital and advanced advertising revenue growth. The decrease in our Domestic Operations segment was partially offset by an increase of 16.2% in our International segment, primarily due to increased ratings and growth across Central and Northern Europe advertising markets, as well as digital and advanced advertising growth in the U.K. We expect advertising revenue in our Domestic Operations segment to continue to decline as the advertising market gravitates toward other distribution platforms.
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Technical and operating expenses (excluding depreciation and amortization)
The components of technical and operating expenses primarily include the amortization of program rights, such as those for original programming, feature films and licensed series, and other direct programming costs, such as participation and residual costs, distribution and production related costs and program delivery costs, such as transmission, encryption, hosting, and formatting.
There may be significant changes in the level of our technical and operating expenses due to original programming costs and/or content acquisition costs. As competition for programming increases, costs for content acquisition and original programming are expected to increase.
Technical and operating expenses (excluding depreciation and amortization) decreased 11.0% in our Domestic Operations segment primarily due to the first quarter 2023 impact associated with the delivery of the remaining episodes of Silo, an AMC Studios produced series, partially offset by an increase in program rights amortization, as well as a 44.5% decrease in our International segment primarily due to the divestiture of the 25/7 Media business on December 29, 2023.
Selling, general and administrative expenses
The components of selling, general and administrative expenses primarily include sales, marketing and advertising expenses, administrative costs and costs of non-production facilities.
There have been and may continue to be significant changes in the level of our selling, general and administrative expenses due to the timing of promotions and marketing of original programming series.
Selling, general and administrative expenses (including share-based compensation expenses) increased 1.5% in our Domestic Operations segment primarily due to higher marketing and subscriber acquisition expenses in support of a larger content slate, partially offset by lower employee related costs and increased 7.8% in our International segment primarily due to an increase in corporate overhead costs allocated to AMCNI.
Restructuring and other related charges
There were no restructuring and other related charges for the three months ended March 31, 2024.
For the three months ended March 31, 2023, restructuring and other related charges of $5.9 million consisted primarily of severance and other employee-related costs, with $0.8 million related to Domestic Operations, $1.4 million related to AMCNI and $3.7 million related to Corporate.
Operating income
The decrease in operating income was primarily attributable to a decrease in revenues, net of $121.0 million, partially offset by a decrease in technical and operating expenses of $55.2 million and restructuring and other related charges of $5.9 million.
Interest expense, net
The decrease in interest expense, net was primarily due to an overall lower outstanding debt balance. Interest expense will increase through the remainder of 2024 as a result of the refinancing transactions described under “Liquidity and Capital Resources,” including the issuance of the 10.25% Senior Secured Notes due 2029.
Miscellaneous, net
The decrease in miscellaneous, net was primarily related to the impact of foreign currency fluctuations.
Income tax expense
For the three months ended March 31, 2024, income tax expense was $23.6 million, representing an effective tax rate of 29%. The effective tax rate differs from the federal statutory rate of 21% primarily due to state and local income tax expense, tax expense related to non-deductible compensation, tax expense for shortfalls related to share-based compensation and tax expense for an increase in the valuation allowance for foreign taxes.
For the three months ended March 31, 2023, income tax expense was $36.9 million, representing an effective tax rate of 25%. The effective tax rate differs from the federal statutory rate of 21% primarily due to state and local income tax expense and tax expense for shortfalls related to share-based compensation.
27
Segment Results of Operations
Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use segment adjusted operating income as the measure of profit or loss for our operating segments. See Non-GAAP Financial Measures section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a segment and consolidated basis.
Domestic Operations
The following table sets forth our Domestic Operations segment results for the periods indicated.
| Three Months Ended March 31, | |||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||
| Revenues, net: | |||||||||||||||||
| Subscription | $ | 322,558 | $ | 347,530 | (7.2) | % | |||||||||||
| Content licensing and other | 61,814 | 103,263 | (40.1) | ||||||||||||||
| Distribution and other | 384,372 | 450,793 | (14.7) | ||||||||||||||
| Advertising | 139,854 | 161,061 | (13.2) | ||||||||||||||
| Total revenues, net | 524,226 | 611,854 | (14.3) | ||||||||||||||
Technical and operating expenses (excluding depreciation and amortization)(a) | 238,570 | 269,010 | (11.3) | ||||||||||||||
Selling, general and administrative expenses(b) | 126,834 | 126,232 | 0.5 | ||||||||||||||
| Majority-owned equity investees AOI | 3,497 | 2,776 | 26.0 | ||||||||||||||
| Segment adjusted operating income | $ | 162,319 | $ | 219,388 | (26.0) | % | |||||||||||
| (a) Technical and operating expenses exclude cloud computing amortization | |||||||||||||||||
| (b) Selling, general and administrative expenses exclude share-based compensation expenses and cloud computing amortization | |||||||||||||||||
Revenues
Subscription revenues decreased primarily due to a 14.1% decline in affiliate revenues, partially offset by a 3.0% increase in streaming revenues. Affiliate revenues decreased primarily due to basic subscriber declines. Streaming revenues increased due to year-over-year subscriber growth and price increases. Subscription revenues include revenues related to the Company's streaming services of $145.1 million and $140.9 million for the three months ended March 31, 2024 and 2023, respectively. Aggregate paid subscribers2 to our streaming services increased 2.4% to 11.5 million at March 31, 2024 compared to 11.2 million at March 31, 2023.
Content licensing and other revenues decreased primarily due to the availability of deliveries in the period, including $56.1 million of revenue associated with the first quarter 2023 delivery of the remaining episodes of Silo, an AMC Studios produced series, partially offset by the sale of our rights and interests to Killing Eve in the first quarter of 2024.
Advertising revenues decreased due to linear ratings declines and continued softness in the advertising market, partially offset by digital and advanced advertising revenue growth.
Technical and operating expenses (excluding depreciation and amortization)
Technical and operating expenses (excluding depreciation and amortization) decreased primarily due to the first quarter 2023 impact associated with the delivery of the remaining episodes of Silo, an AMC Studios produced series, partially offset by an increase in program rights amortization driven by the slate of AMC Originals premiering throughout 2023.
Selling, general and administrative expenses
Selling, general and administrative expenses increased primarily due to higher marketing and subscriber acquisition expenses in support of a larger content slate, partially offset by lower employee related costs.
Segment adjusted operating income
The decrease in segment adjusted operating income was primarily attributable to the revenue headwinds in our linear businesses. Our continued cost measures and prudent investments, including disciplined acquisition marketing efforts, have mitigated the impact of such headwinds and limited the resulting margin decline from prior year to mid-single digits.
2 A paid subscription is defined as a subscription to a direct-to-consumer service or a subscription received through distributor arrangements, in which we receive a fee for the distribution of our streaming services.
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International
The following table sets forth our International segment results for the periods indicated.
| Three Months Ended March 31, | |||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||
| Revenues, net: | |||||||||||||||||
| Subscription | $ | 50,849 | $ | 56,690 | (10.3) | % | |||||||||||
| Content licensing and other | 3,232 | 32,860 | (90.2) | ||||||||||||||
| Distribution and other | 54,081 | 89,550 | (39.6) | ||||||||||||||
| Advertising | 21,524 | 18,522 | 16.2 | ||||||||||||||
| Total revenues, net | 75,605 | 108,072 | (30.0) | ||||||||||||||
Technical and operating expenses (excluding depreciation and amortization) | 33,638 | 60,561 | (44.5) | ||||||||||||||
Selling, general and administrative expenses(a) | 28,567 | 26,374 | 8.3 | ||||||||||||||
| Segment adjusted operating income | $ | 13,400 | $ | 21,137 | (36.6) | % | |||||||||||
| (a) Selling, general and administrative expenses exclude share-based compensation expenses | |||||||||||||||||
Revenues
Subscription revenues decreased primarily due to the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023.
Content licensing and other revenues decreased due to the divestiture of the 25/7 Media business on December 29, 2023. 25/7 Media generated $30.1 million of content licensing and other revenue in the first quarter of 2023.
Advertising revenues increased primarily due to increased ratings and growth across Central and Northern Europe advertising markets, as well as digital and advanced advertising growth in the U.K.
Technical and operating expenses (excluding depreciation and amortization)
Technical and operating expenses (excluding depreciation and amortization) decreased primarily due to the divestiture of the 25/7 Media business on December 29, 2023. 25/7 Media incurred $23.9 million of technical and operating expenses in the first quarter of 2023. The remaining decrease was primarily attributable to content cost savings associated with the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023.
Selling, general and administrative expenses
Selling, general and administrative expenses increased primarily due to an increase in corporate overhead costs allocated to AMCNI, partially offset by the divestiture of the 25/7 Media business on December 29, 2023. 25/7 Media incurred $4.4 million of selling, general and administrative expenses in the first quarter of 2023.
Segment adjusted operating income
The decrease in segment adjusted operating income was primarily attributable to an increase in corporate overhead costs allocated to AMCNI, the impact of the non-renewal of an AMCNI distribution agreement in the U.K., and the divestiture of the 25/7 Media business on December 29, 2023. 25/7 Media generated $1.8 million of adjusted operating income in the first quarter of 2023.
Corporate and Inter-segment Elimination
The following table sets forth our Corporate and Inter-segment Eliminations segment results for the periods indicated.
| Three Months Ended March 31, | |||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||
| Revenues, net: | $ | (3,370) | $ | (2,479) | 35.9 | % | |||||||||||
Technical and operating expenses (excluding depreciation and amortization)(a) | (1,547) | (2,906) | (46.8) | ||||||||||||||
Selling, general and administrative expenses(b) | 24,772 | 25,189 | (1.7) | ||||||||||||||
| Segment adjusted operating income | $ | (26,595) | $ | (24,762) | 7.4 | % | |||||||||||
| (a) Technical and operating expenses exclude cloud computing amortization | |||||||||||||||||
| (b) Selling, general and administrative expenses exclude share-based compensation expenses and cloud computing amortization | |||||||||||||||||
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Revenues, net
Revenue eliminations are primarily related to inter-segment licensing revenues recognized between the Domestic Operations and International segments.
Technical and operating expenses (excluding depreciation and amortization)
Technical and operating expense eliminations are primarily related to inter-segment programming amortization recognized between the Domestic Operations and International segments.
Selling, general and administrative expenses
Corporate overhead costs not allocated to the segments include such costs as executive salaries and benefits, costs of maintaining corporate headquarters, facilities and common support functions.
Selling, general and administrative expenses decreased primarily due to lower employee related costs.
Liquidity and Capital Resources
Our operations typically generate positive net cash flow from operating activities. However, each of our programming businesses has substantial programming acquisition and production expenditure requirements.
Our primary source of cash typically includes cash flow from operations. Sources of cash also include amounts available under our revolving credit facility and, subject to market conditions, access to capital and credit markets. Although we currently believe that amounts available under our revolving credit facility will be available when and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets. The obligations of the financial institutions under our revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. As a public company, we may have access to capital and credit markets, although adverse conditions in the financial markets have in the past impacted, and are expected in the future to impact, access to those markets.
On April 9, 2024, AMC Networks entered into Amendment No. 3 ("Amendment No. 3") to the Second Amended and Restated Credit Agreement, dated as of July 28, 2017 (as amended to date and by Amendment No. 3, the “Credit Agreement”), among AMC Networks and its subsidiary, AMC Network Entertainment LLC (“AMC Network Entertainment”), as the initial borrowers, certain of AMC Networks' subsidiaries, as restricted subsidiaries, Bank of America, N.A., as an L/C Issuer, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer.
In connection with Amendment No. 3, AMC Networks made a partial prepayment of the Term Loan A facility under the Credit Agreement (the “Term Loan A Facility”), bringing the total principal amount outstanding under the Term Loan A Facility to $425 million, and reduced the revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) to $175 million. In addition, pursuant to Amendment No. 3, the maturity date of $325 million principal amount of loans under the Term Loan A Facility as well as all of the commitments under the Revolving Credit Facility has been extended to April 9, 2028. The maturity date of the remaining $100 million principal amount of loans under the Term Loan A Facility continues to be February 8, 2026. Amendment No. 3 also includes certain other modifications to covenants and other provisions of the Credit Agreement.
On April 9, 2024, AMC Networks issued $875 million aggregate principal amount of 10.25% Senior Secured Notes due January 15, 2029 (the “Secured Notes”). AMC Networks received net proceeds of $863.0 million, after deducting underwriting discounts. The Secured Notes are guaranteed by AMC Network Entertainment and AMC Networks' subsidiaries that guarantee the Credit Agreement (the "Guarantors").
On April 22, 2024, AMC Networks completed a cash tender offer (the "Offer") to purchase any and all outstanding 4.75% Senior Notes due 2025 and redeemed all 4.75% Senior Notes due 2025 that remained outstanding after completion of the Offer at a price of 100.000% of their principal amount, plus accrued and unpaid interest to, but not including, the redemption date.
As of March 31, 2024, the Company's consolidated cash and cash equivalents balance of $690.5 million included approximately $132.1 million held by foreign subsidiaries. Of this amount, approximately $20.0 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations. Tax expense related to the expected repatriation amount has been accrued in prior periods and the Company does not expect to incur any significant, additional taxes related to the remaining balance.
We believe that a combination of cash-on-hand, cash generated from operating activities, availability under our revolving credit facility and our accounts receivable monetization program, borrowings under additional financing facilities and proceeds
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from the issuance of the new debt, will provide sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next twelve months and over the longer term. However, we do not expect to generate sufficient cash from operations to repay the entirety of the outstanding balances of our debt at the applicable maturity dates. As a result, we will be dependent upon our ability to access the capital and credit markets in order to repay, refinance, repurchase through privately negotiated transactions, open market repurchases, tender offers or otherwise or redeem the outstanding balances of our indebtedness.
Failure to raise significant amounts of funding to repay our outstanding debt obligations at their respective maturity dates would adversely affect our business. In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash. For information relating to our outstanding debt obligations, refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Debt Financing Agreements" of our 2023 Form 10-K. In addition, economic or market disruptions could lead to lower demand for our services, such as loss of subscribers and lower levels of advertising. These events would adversely impact our results of operations, cash flows and financial position.
The revolving credit facility was not drawn upon at March 31, 2024. The total undrawn revolver commitment is available to be drawn for our general corporate purposes.
AMC Networks was in compliance with all of its debt covenants as of March 31, 2024.
Cash Flow Discussion
The following table is a summary of cash flows provided by (used in) operating, investing and financing activities for the periods indicated:
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Net cash provided by (used in) operating activities | $ | 150,869 | $ | (132,519) | |||||||
| Net cash used in investing activities | (2,784) | (7,005) | |||||||||
| Net cash used in financing activities | (23,133) | (28,310) | |||||||||
| Net increase (decrease) in cash and cash equivalents from operations | $ | 124,952 | $ | (167,834) | |||||||
Operating Activities
Net cash provided by (used in) operating activities for the three months ended March 31, 2024 and 2023 amounted to $150.9 million and $(132.5) million, respectively.
For the three months ended March 31, 2024, net cash provided by operating activities primarily resulted from $294.8 million of net income before amortization of program rights, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $193.0 million. Changes in all other assets and liabilities resulted in a net cash inflow of $49.1 million.
For the three months ended March 31, 2023, net cash used in operating activities primarily resulted from payments for program rights of $370.3 million and restructuring initiatives of $56.9 million, partially offset by $332.4 million of net income before amortization of program rights, depreciation and amortization, and other non-cash items. Changes in all other assets and liabilities during the quarter resulted in a net cash outflow of $37.7 million.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2024 and 2023 amounted to $2.8 million and $7.0 million, respectively.
For the three months ended March 31, 2024, net cash used in investing activities consisted primarily of capital expenditures.
For the three months ended March 31, 2023, net cash used in investing activities consisted of capital expenditures of $11.5 million, partially offset by proceeds from the sale of investments of $4.5 million.
Financing Activities
Net cash used in financing activities for the three months ended March 31, 2024 and 2023 amounted to $23.1 million and $28.3 million, respectively.
For the three months ended March 31, 2024, net cash used in financing activities primarily consisted of principal payments on the Term Loan A Facility of $16.9 million and taxes paid in lieu of shares issued for equity-based compensation of $4.0 million.
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For the three months ended March 31, 2023, net cash used in financing activities primarily consisted of distributions to noncontrolling interests of $11.5 million, principal payments on the Term Loan A Facility of $8.4 million, and taxes paid in lieu of shares issued for equity-based compensation of $6.0 million.
Free Cash Flow3
The following table summarizes Free Cash Flow for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| (In thousands) | 2024 | 2023 | ||||||||||||
Net cash provided by (used in) operating activities | $ | 150,869 | $ | (132,519) | ||||||||||
Less: capital expenditures | (6,720) | (11,498) | ||||||||||||
Free cash flow | $ | 144,149 | $ | (144,017) | ||||||||||
The increase in free cash flow is reflective of our cost management measures, including remaining prudent with our investments in programming, and due to the timing of payments made in connection with our restructuring initiatives.
| Supplemental Cash Flow Information | Three Months Ended March 31, | |||||||||||||
| 2024 | 2023 | |||||||||||||
| Restructuring initiatives | $ | (4,821) | $ | (56,886) | ||||||||||
Distributions to noncontrolling interests | (1,168) | (11,502) | ||||||||||||
Contractual Obligations
As of March 31, 2024, our contractual obligations not reflected on the condensed consolidated balance sheet increased $6.9 million, as compared to December 31, 2023, to $880.5 million. The increase was primarily driven by additional program rights commitments, partially offset by payments for program rights.
Supplemental Guarantor Financial Information
The following is a description of the terms and conditions of the guarantees with respect to the notes outstanding as of March 31, 2024 for which AMC Networks is the issuer.
Note Guarantees
Debt of AMC Networks as of March 31, 2024 included $774.7 million of 4.75% Notes due August 2025 and $1.0 billion of 4.25% Notes due February 2029 (collectively, the “notes”). The notes were issued by AMC Networks and are unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of AMC Networks’ existing and future domestic restricted subsidiaries, subject to certain exceptions (each, a “Guarantor Subsidiary,” and collectively, the “Guarantor Subsidiaries”). The obligations of each Guarantor Subsidiary under its note guarantee are limited as necessary to prevent such note guarantee from constituting a fraudulent conveyance under applicable law. A guarantee of the notes by a Guarantor Subsidiary is subject to release in the following circumstances: (i) any sale or other disposition of all of the capital stock of a Guarantor Subsidiary to a person that is not (either before or after giving effect to such transaction) a restricted subsidiary, in compliance with the terms of the applicable indenture; (ii) the designation of a restricted subsidiary as an “Unrestricted Subsidiary” under the applicable indenture; or (iii) the release or discharge of the guarantee (including the guarantee under the AMC Networks’ credit agreement) which resulted in the creation of the note guarantee (provided that such Guarantor Subsidiary does not have any preferred stock outstanding at such time that is not held by AMC Networks or another Guarantor Subsidiary).
Foreign subsidiaries of AMC Networks do not and will not guarantee the notes.
3 Free Cash Flow is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section on page 33 for additional information, including our definition and our use of this non-GAAP financial measure, and for a reconciliation to its most comparable GAAP financial measure.
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The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for AMC Networks and each Guarantor Subsidiary. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X.
Summarized Financial Information
| Income Statement | |||||||||||||||||||||||
| (In thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | |||||||||||||||||||||
| Parent Company | Guarantor Subsidiaries | Parent Company | Guarantor Subsidiaries | ||||||||||||||||||||
| Revenues | $ | — | $ | 424,106 | $ | — | $ | 524,867 | |||||||||||||||
| Operating expenses | — | 347,277 | — | 377,264 | |||||||||||||||||||
| Operating income | $ | — | $ | 76,829 | $ | — | $ | 147,603 | |||||||||||||||
| Income before income taxes | $ | 63,503 | $ | 100,171 | $ | 135,480 | $ | 175,035 | |||||||||||||||
| Net income | 45,803 | 96,145 | 103,610 | 172,608 | |||||||||||||||||||
| Balance Sheet | March 31, 2024 | December 31, 2023 | |||||||||||||||||||||
| (In thousands) | Parent Company | Guarantor Subsidiaries | Parent Company | Guarantor Subsidiaries | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Amounts due from subsidiaries | $ | — | $ | 143,161 | $ | — | $ | — | |||||||||||||||
| Current assets | 8,121 | 1,368,503 | 61,931 | 1,156,533 | |||||||||||||||||||
| Non-current assets | 3,728,150 | 3,095,502 | 3,676,129 | 3,301,046 | |||||||||||||||||||
| Liabilities and equity: | |||||||||||||||||||||||
| Amounts due to subsidiaries | $ | 63,899 | $ | 1,380 | $ | 54,627 | $ | 2,456 | |||||||||||||||
| Current liabilities | 162,636 | 641,318 | 173,031 | 666,783 | |||||||||||||||||||
| Non-current liabilities | 2,493,362 | 199,459 | 2,516,977 | 224,051 | |||||||||||||||||||
Critical Accounting Policies and Estimates
We describe our significant accounting policies in Note 2 to the Company's Consolidated Financial Statements included in our 2023 Form 10-K. There have been no significant changes in our significant accounting policies since December 31, 2023.
We discuss our critical accounting estimates in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our 2023 Form 10-K. There have been no significant changes in our critical accounting estimates since December 31, 2023.
Non-GAAP Financial Measures
Internally, we use AOI and Free Cash Flow as the most important indicators of our business performance, and evaluate management's effectiveness with specific reference to these indicators.
We evaluate segment performance based on several factors, of which the primary financial measure is operating segment AOI. We define AOI, which is a financial measure that is not calculated in accordance with generally accepted accounting principles ("GAAP"), as operating income (loss) before share-based compensation expenses or benefit, depreciation and amortization, impairment and other charges (including gains or losses on sales or dispositions of businesses), restructuring and other related charges, cloud computing amortization and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. From time to time, we may exclude the impact of certain events, gains, losses or other charges (such as significant legal settlements) from AOI that affect our operating performance.
We believe that AOI is an appropriate measure for evaluating the operating performance on both an operating segment and consolidated basis. AOI and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in the industry. AOI should be viewed as a supplement to and not a substitute for
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operating income (loss), net income (loss), cash flows from operating activities and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
The following is a reconciliation of operating income (loss) to AOI for the periods indicated:
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| (In thousands) | Domestic Operations | International | Corporate / Inter-segment Eliminations | Consolidated | |||||||||||||||||||
| Operating income (loss) | $ | 142,017 | $ | 8,609 | $ | (40,448) | $ | 110,178 | |||||||||||||||
| Share-based compensation expenses | 3,230 | 766 | 2,079 | 6,075 | |||||||||||||||||||
| Depreciation and amortization | 10,027 | 4,025 | 11,774 | 25,826 | |||||||||||||||||||
| Cloud computing amortization | 3,548 | — | — | 3,548 | |||||||||||||||||||
| Majority owned equity investees AOI | 3,497 | — | — | 3,497 | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 162,319 | $ | 13,400 | $ | (26,595) | $ | 149,124 | |||||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||
| (In thousands) | Domestic Operations | International | Corporate / Inter-segment Eliminations | Consolidated | |||||||||||||||||||
| Operating income (loss) | $ | 199,488 | $ | 14,142 | $ | (40,326) | $ | 173,304 | |||||||||||||||
| Share-based compensation expenses | 4,447 | 839 | 359 | 5,645 | |||||||||||||||||||
| Depreciation and amortization | 11,854 | 4,771 | 9,250 | 25,875 | |||||||||||||||||||
| Restructuring and other related charges | 818 | 1,385 | 3,730 | 5,933 | |||||||||||||||||||
| Cloud computing amortization | 5 | — | 2,225 | 2,230 | |||||||||||||||||||
| Majority owned equity investees AOI | 2,776 | — | — | 2,776 | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 219,388 | $ | 21,137 | $ | (24,762) | $ | 215,763 | |||||||||||||||
We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, all of which are reported in our Consolidated Statement of Cash Flows. We believe the most comparable GAAP financial measure of our liquidity is net cash provided by operating activities. We believe that Free Cash Flow is useful as an indicator of our overall liquidity, as the amount of Free Cash Flow generated in any period is representative of cash that is available for debt repayment, investment, and other discretionary and non-discretionary cash uses. We also believe that Free Cash Flow is one of several benchmarks used by analysts and investors who follow the industry for comparison of its liquidity with other companies in our industry, although our measure of Free Cash Flow may not be directly comparable to similar measures reported by other companies.
The following is a reconciliation of net cash provided by operating activities to Free Cash Flow for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| (In thousands) | 2024 | 2023 | ||||||||||||
Net cash provided by (used in) operating activities | $ | 150,869 | $ | (132,519) | ||||||||||
Less: capital expenditures | (6,720) | (11,498) | ||||||||||||
Free cash flow | $ | 144,149 | $ | (144,017) | ||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Fair Value of Debt
Based on the level of interest rates prevailing at March 31, 2024, the carrying value of our fixed rate debt of $1.76 billion was more than its fair value of $1.48 billion by approximately $282.0 million. The fair value of these financial instruments is
34
estimated based on reference to quoted market prices for these or comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at March 31, 2024 would increase the estimated fair value of our fixed rate debt by approximately $38.8 million to approximately $1.52 billion.
Managing our Interest Rate Risk
To manage interest rate risk, we enter into interest rate swap contracts from time to time to adjust the amount of total debt that is subject to variable interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates. We do not enter into interest rate swap contracts for speculative or trading purposes and we only enter into interest rate swap contracts with financial institutions that we believe are credit worthy counterparties. We monitor the financial institutions that are counterparties to our interest rate swap contracts and to the extent possible diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution. For the three months ended March 31, 2024, we did not have any interest rate swap contracts outstanding.
As of March 31, 2024, we had $2.4 billion of debt outstanding (excluding finance leases), of which $590.6 million is outstanding under our loan facility and is subject to variable interest rates. A hypothetical 100 basis point increase in interest rates prevailing at March 31, 2024 would increase our annual interest expense by approximately $5.9 million. The interest rate paid on approximately 75% of our debt (excluding finance leases) as of March 31, 2024 is fixed.
Managing our Foreign Currency Exchange Rate Risk
We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries' respective functional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable (including intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates with respect to amounts recorded in our condensed consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates. The Company recognized losses of $2.7 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively, related to foreign currency transactions. Such amounts are included in miscellaneous, net in the condensed consolidated statements of income.
To manage foreign currency exchange rate risk, we enter into foreign currency contracts from time to time with financial institutions to limit our exposure to fluctuations in foreign currency exchange rates. We do not enter into foreign currency contracts for speculative or trading purposes.
We also are exposed to fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our condensed consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive income (loss) and equity with respect to our holdings solely as a result of changes in foreign currency exchange rates.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Company's management, including our principal executive officer (our Chief Executive Officer) and our principal financial officer (our Chief Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation as of March 31, 2024, the Company's principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer) concluded that the Company's disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2024, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
35
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 14, Commitments and Contingencies to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of our legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of its outstanding shares of common stock (the "Stock Repurchase Program"). The authorization of up to $500 million was announced on March 7, 2016, an additional authorization of $500 million was announced on June 7, 2017, and an additional authorization of $500 million was announced on June 13, 2018. The Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time.
For the three months ended March 31, 2024, the Company did not repurchase any of its Class A common stock. As of March 31, 2024, the Company had $135.3 million of authorization remaining for repurchase under the Stock Repurchase Program.
Item 6. Exhibits.
(a)Index to Exhibits.
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | Amendment No. 3, dated as of April 9, 2024, to Second Amended and Restated Credit Agreement, dated as of July 28, 2017, among AMC Networks and its subsidiary, AMC Network Entertainment LLC, as the initial borrowers, certain of AMC Networks’ subsidiaries, as restricted subsidiaries, Bank of America, N.A., as an L/C Issuer, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2024) | ||||
| 22 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMC Networks Inc. | ||||||||||||||
| Date: | May 10, 2024 | By: | /s/ Patrick O'Connell | |||||||||||
| Patrick O'Connell | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| Date: | May 10, 2024 | By: | /s/ Michael J. Sherin III | |||||||||||
| Michael J. Sherin III | ||||||||||||||
| Executive Vice President and Chief Accounting Officer | ||||||||||||||
37
March 16, 2020
Dan McDermott
c/o Carlos Goodman
Goodman, Genow, Schenkman,
Smelkinson & Christopher, LLP
9665 Wilshire Blvd.
Third Floor
Beverly Hills, California 90212
Re: Employment
Dear Dan:
I am pleased to forward this letter (this “Agreement”) setting forth the details of your employment by AMC Network Entertainment LLC which, together with its parent, subsidiaries, and affiliates, is referred to herein as the “Company.” Upon execution, this Agreement will become effective as of your first day of employment with the Company (the “Effective Date”), which is anticipated to be April 1, 2020.
TERMS OF EMPLOYMENT
Position. You will provide services to the Company as President – Original Programming, AMC Entertainment Networks, a regular full-time, exempt position, and will be based in the Company’s offices in Los Angeles, California.
Duties & Responsibilities. You agree to devote substantially all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner in accordance with applicable law. Without limitation to the foregoing, the Company acknowledges that you are entitled to receive credit as an “Executive Producer,” passive fees and potential passive profit participation in connection with the following projects: 1) Jupiter’s Legacy; 2) Crusaders; and 3) The List, and agrees that your receipt of such credit, fees and/or profit participation shall not constitute a violation of this provision.
Employment Term. The term of this Agreement, subject to provisions herein relating to termination, shall begin on the Effective Date and continue through the four-year anniversary of the Effective Date (the “Term”).
Compliance with Company Policies and Law. You shall comply with the Company’s personnel and other policies including, but not limited to, the Company’s policies prohibiting discrimination, unlawful harassment, conflicts of interest and violation of applicable laws, in the course of performing services to the Company.
No-Conflict. You represent and warrant that there are no obligations, contractual, or otherwise, relating to a current or prior employer, or any other entity for which you rendered services or with which you are affiliated which would prevent or prohibit you from signing this Agreement, accepting employment with the Company, commencing such employment as of the Effective Date and/or performing fully your job responsibilities now or in the future.
COMPENSATION
Salary. Beginning on the Effective Date, your base salary will be, and throughout the Term will not be less than $1,000,000 annually, paid bi-weekly. You will be eligible to be considered for discretionary annual salary increases in accordance with Company practice in effect from time to time.
Bonus. You will be eligible to participate in the Company’s discretionary annual discretionary bonus program (“AIP”) with an annual target bonus opportunity equal to sixty percent (60%) of salary. Bonus payments are based on actual salary dollars paid during each fiscal year and depend on a number of factors, including Company, unit, and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Company in its sole discretion. Bonuses are typically paid early in the subsequent calendar year. In order to receive a bonus, you must be employed by the Company at the time bonuses are paid. Such bonus shall be earned, only if and when actually paid to, and received by, you.
Equity and Long-Term Incentive Programs. You will also be eligible, subject to your continued employment by the Company and actual grant by the Compensation Committee of the Board of Directors of AMC Networks Inc. (the “Compensation Committee”), in its sole discretion, to participate in such equity and other long-term incentive programs that are made available in the future to similarly situated employees at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of $600,000, as determined by the Compensation Committee. Any such awards would be subject to actual grant by the Compensation Committee, would be made pursuant to the applicable plan document and would be subject to terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you will receive after any award is actually made.
2
BENEFITS
Employee/Fringe Benefits. You will be eligible to participate in the Company’s standard benefits programs. Participation in the Company’s benefits programs is subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. The Company currently offers medical, dental, vision and life insurance, short- and long-term disability insurance, a savings and retirement program, and ten paid holidays.
Vacation. You be eligible to accrue and use vacation in accordance with Company policy.
CONFIDENTIAL AND PROPRIETARY INFORMATION/RESTRICTIVE COVENANTS
Proprietary Information & Inventions. Concurrently with your execution of this Agreement, you will execute and return to the Company the enclosed Proprietary Information and Inventions Agreement (“PIIA”) and will comply with the PIIA’s terms and conditions at all times. This offer is contingent on your executing and returning the PIIA to the Company, including your completion of Exhibit A to the PIIA to the satisfaction of the Company.
Non-Solicitation. During the period commencing on the Effective Date of this Agreement and continuing until the first anniversary of the date when your employment is terminated for any reason, you agree not to hire, solicit, contact or persuade, directly or indirectly (whether for your own interest or any other person or entity’s interest) any employee, or any exclusive or substantially full-time consultant or vendor of the Company to cease or reduce working for and/or doing business with the Company. This restriction does not apply to: i) the hiring or recruiting of any employee, consultant or vendor after one year has elapsed after the date on which such person’s relationship with the Company was terminated; or ii) your executive assistant provided such executive assistant provides services exclusively to you. You acknowledge that this Non-Solicitation provision is reasonable and necessary for the Company’s legitimate protection of its business interests.
TERMINATION OF EMPLOYMENT/SEPARATION PAYMENT
Termination by the Company Without “Cause.” If, at any time prior to the expiration of the Term (the “Reference Date”), your employment is terminated by the Company for any reason other than for “Cause” (defined below), you shall be eligible for the Separation Payment described in this Section.
Termination by the Company With “Cause” or Because of Death. If the Company terminates your employment prior to the Reference Date because of your death or for “Cause” (defined below), you shall not be eligible for the Separation Payment described in this Section.
Definition of “Cause”: The definition of “Cause” for termination is as follows:
oYour commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof,
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oYour commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony,
oYour material violation of Company policies, including without limitation, Company policies prohibiting unlawful harassment and/or discrimination, or
oImmediately upon written notice from the Company that it has determined that, due to a physical or mental health condition, you are not able to perform the essential functions of your position with reasonable accommodation. Such notice shall not be effective until you have exhausted all entitlements, if any, to leave under the Family and Medical Leave Act, other applicable statutes, and Company programs. Your execution of this Agreement does not waive your right to any relief or cause of action available at law if your employment with the Company is terminated in accordance with this paragraph.
Form & Amount of Separation Payment. Subject to the terms and conditions in this Agreement, the Company will provide you with a Separation Payment (the “Separation Payment”) in an amount equal to:
oThe sum of: 1) eighteen (18) months’ base salary, as in effect on the effective date of the termination of your employment (the “Termination Date”); and 2) your annual target bonus opportunity, as in effect on the Termination Date. An amount equal to sixty percent (60%) of the payment provided for in this paragraph (the “First Payment”) will be payable to you, less lawful withholdings and deductions, on the six-month anniversary of the Termination Date and the remainder, less lawful withholdings and deductions, will be payable to you over the six-month period following such anniversary in accordance with the Company’s then prevailing payroll policies; provided that the maximum portion of the First Payment that is exempt from Section 409A of the Code (as defined below) will be payable to you on or before the seventy-fifth (75th) day following the Termination Date; plus
oIf, as of the Termination Date, AIP bonuses had not yet generally been paid to similarly situated employees with respect to the prior fiscal year, a bonus based on the amount of your base salary actually paid to you during such prior fiscal year, provided, that such bonus, if any, will be payable to you if and when such bonuses are paid to similarly situated employees and will be based on your annual bonus target that was in effect with respect to such prior fiscal year as well as Company and your business unit performance, as determined by the Company, but without adjustment for your individual performance; and
oA prorated AIP bonus based on the amount of base salary actually earned by you during the fiscal year through the Termination Date, provided, that such bonus, if any, will be payable to you if and when such bonuses are paid to similarly situated employees and will be based on your then current annual target bonus opportunity as well as Company and your business unit performance, as determined by the Company, but without adjustment for your individual performance.
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Release Agreement. You will not be entitled to any Separation Payment unless you execute and do not revoke a separation and release agreement acceptable to the Company that includes a full and complete release of all known and unknown claims. You will be required to sign and return the separation and release agreement within the time period stated in that agreement. The separation and release agreement will include, but will not be limited to, provisions acceptable to the Company relating to your full release of known and unknown claims against the Company; non-disparagement; non-solicitation; confidentiality of the separation and release agreement and of the Company’s confidential information; ownership rights in intellectual property; a choice-of-law and choice-of-venue provision; and other provisions and acknowledgements acceptable to the Company. No Separation Payment will be paid until such executed separation and release agreement has been received by the Company and any applicable revocation period has expired without revocation.
TAX ISSUES
The Company may withhold from any payment due to you any taxes required to be withheld under any law, rule or regulation.
If and to the extent that any payment or benefit under this Agreement, or any plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) (“Section 409A”) and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations (a “Separation from Service”) and (b) if you are a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit, including without limitation the Separation Payment Amount, shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death) and in such event shall be payable to you in two lump sums: (a) sixty percent (60%) of such amount will be payable to you on the six month anniversary of your Separation from Service, and (b) the remaining forty percent (40%) of such amount will be payable to you on the twelve month anniversary of your Separation from Service. Any such payment or benefit shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payments.
To the extent you would otherwise be entitled to any payment (including the Separation Payment) or benefit that would be subject to additional tax under Section 409A, such payment or benefit will be delayed and will begin being provided as soon as permissible in a manner and at a time that does not trigger the imposition of additional tax under Section 409A.
To the extent any expense reimbursement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such
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expenses, and in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.
If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds (as reasonably determined by the Company). In the event that any payment or benefits payable to you hereunder would be reduced because of the imposition of such excise tax, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you (i.e., later payments will be reduced first) until the reduction specified is achieved.
OTHER TERMS
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
To the extent permitted by law, you hereby waive any and all rights to a jury trial with respect to any matter relating to this Agreement.
This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.
You hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement, and you hereby waive, and agree not to assert, as a defense that you are not subject thereto or that the venue thereof may not be appropriate. You hereby agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.
Following the termination of your employment, you agree to cooperate fully with the Company in connection with any matter with which you were involved prior to the termination or in any litigation or administrative proceedings or appeals (including any preparation therefor) where the Company believes that your personal knowledge, attendance, and participation could be necessary. Such cooperation shall include, but is not limited to, your providing truthful testimony by affidavit, deposition, testimony or otherwise in connection with a trial, arbitration or similar proceeding, upon the Company’s request.
The terms and conditions of this Agreement may be amended or modified only by a written instrument executed by both the Company and you or the parties’ respective successors or legal representatives.
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If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement and such invalid, illegal or unenforceable provision, to the extent possible and consistent with the intent of the parties, will be reformed, construed and enforced in such a manner to render it valid, legal, and enforceable under applicable law.
It is the parties’ intention that this Agreement not be construed more strictly with regard to you or the Company.
This Agreement and the PIIA constitute the full, complete and final agreement between you and the Company with respect to any subject arising from or relating to the employment relationship, and cancel, replace and supersede any and all other promises, agreements, representations and negotiations between you and the Company (oral, written or implied-in-fact) with respect to such subjects.
To accept this offer, please sign this Agreement indicating your agreement and acceptance of the terms and conditions of employment and return the original to my attention. A duplicate copy of this Agreement is included for your records.
Sincerely,
AMC NETWORK ENTERTAINMENT LLC
By: /s/ Sarah Barnett
Name: Sarah Barnett
Title: President - AMC Networks Entertainment Group & AMC Studios
Accepted and Agreed:
/s/ Dan McDermott
Dan McDermott
Date: March 16, 2020
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October 20, 2021
VIA E-MAIL & DOCUSIGN
Dan McDermott
c/o Carlos Goodman
Goodman Genow Schenkman
Smelkinson + Christopher, LLP
9665 Wilshire Blvd
Fifth Floor
Beverly Hills, CA 90212
Re: Amendment to Employment Agreement
Dear Dan:
This amendment (the “Amendment”) will amend and modify the March 16, 2020 employment agreement (the “Employment Agreement”) between you and AMC Network Entertainment LLC. All defined terms used in this Amendment and not otherwise defined shall have the meaning ascribed thereto in the Employment Agreement. Additionally, except as modified by this Amendment, the Employment Agreement remains in full force and effect in accordance with its terms. This Amendment will be effective as of date of your execution (the “Amendment Effective Date”).
1.Position. Beginning on the Amendment Effective Date, you will be employed by the Company as President – Programming, AMC Networks and President – AMC Studios.
2.Term. The term of the Employment Agreement (the “Term”) shall be extended through the four-year anniversary of the Amendment Effective Date.
3.Salary. Effective as of October 1, 2021, your base salary will be, and throughout the Term will not be less than, $1,500,000 annually, paid bi-weekly. You will be eligible to be considered for discretionary annual salary increases in accordance with Company practice in effect from time to time.
4.Bonus. Subject to the terms and conditions set forth in the provision of the Employment Agreement entitled Bonus, effective as of October 1, 2021, your annual target bonus opportunity
under the terms of the Company’s discretionary annual bonus program (“AIP”) will be equal to one hundred percent (100%) of salary.
5.Equity and Long-Term Incentive Programs. You will continue to be eligible, subject to your continued employment by the Company and actual grant by the Compensation Committee in its sole discretion, to participate in such equity and other long-term incentive programs that are made available in the future to similarly situated employees at the Company. Beginning in calendar year 2022, it is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of $1,000,000, as determined by the Compensation Committee. Any such awards would be subject to actual grant by the Compensation Committee, would be made pursuant to the applicable plan document and would be subject to terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you will receive after any award is actually made.
Please acknowledge receipt of this Amendment and acceptance of its terms by countersigning in the space indicated below and returning a signed copy to Cliff Bail, Executive Vice President and Deputy General Counsel, at Cliff.Bail@amcnetworks.com.
We continue to appreciate your ongoing services to the Company and look forward to your execution of this Amendment.
| AMC NETWORK ENTERTAINMENT LLC | ||
/s/ Matthew Blank | ||
| By: Matthew Blank | ||
| Title: Chief Executive Officer | ||
ACCEPTED AND AGREED TO:
/s/ Dan McDermott
Dan McDermott
October 20, 2021
Date
Exhibit 22
List of Guarantor Subsidiaries
As of March 31, 2024, the following subsidiaries of AMC Networks Inc. guarantee the notes issued by AMC Networks Inc.
| Guarantor | Jurisdiction of Formation | |||||||
| 2nd Party LLC | Delaware | |||||||
| 61st Street Productions I LLC | Delaware | |||||||
| Across the River Productions LLC | Delaware | |||||||
| Aesir Media Group, LLC | Texas | |||||||
| AMC Film Holdings LLC | Delaware | |||||||
| AMC Games LLC | Delaware | |||||||
| AMC Network Entertainment LLC | New York | |||||||
| AMC Networks Broadcasting & Technology | New York | |||||||
| AMC Networks International LLC | Delaware | |||||||
| AMC Networks Productions LLC | Delaware | |||||||
| AMC Plus Holdings LLC | Delaware | |||||||
| AMC Premiere LLC | Delaware | |||||||
| AMC TV Studios LLC | Delaware | |||||||
| AMC/Sundance Channel Global Networks LLC | Delaware | |||||||
| AMCN Properties LLC | Delaware | |||||||
| American Movie Classics IV Holding Corp | Delaware | |||||||
| Animal Control Productions I LLC | Delaware | |||||||
| Anime Network LLC | Texas | |||||||
| Anthem Productions I LLC | Delaware | |||||||
| Badlands Productions I LLC | Louisiana | |||||||
| Badlands Productions II LLC | Delaware | |||||||
| Brockmire Productions I LLC | Delaware | |||||||
| Cobalt Productions LLC | Delaware | |||||||
| Comic Scribe LLC | Delaware | |||||||
| Crossed Pens Development LLC | Delaware | |||||||
| Dark Winds Productions I LLC | Delaware | |||||||
| Digital Store LLC | Delaware | |||||||
| Dispatches Productions I LLC | Delaware | |||||||
| Expedition Productions I LLC | Delaware | |||||||
| Five Families Productions I LLC | Delaware | |||||||
| Five Moons Productions I LLC | Delaware | |||||||
| Geese Productions LLC | Delaware | |||||||
| Ground Work Productions LLC | Delaware | |||||||
| Halt and Catch Fire Productions I LLC | Delaware | |||||||
| Halt and Catch Fire Productions II LLC | Delaware | |||||||
| Halt and Catch Fire Productions III LLC | Delaware | |||||||
| Halt and Catch Fire Productions IV LLC | Delaware | |||||||
| Halt and Catch Fire Productions LLC | Delaware | |||||||
| Hap and Leonard Productions II LLC | Delaware | |||||||
| Hap and Leonard Productions III LLC | Delaware | |||||||
| HIDIVE LLC | Delaware | |||||||
| Guarantor | Jurisdiction of Formation | |||||||
| IFC Entertainment Holdings LLC | Delaware | |||||||
| IFC Entertainment LLC | Delaware | |||||||
| IFC Films LLC | Delaware | |||||||
| IFC In Theaters LLC | Delaware | |||||||
| IFC Productions I L.L.C. | Delaware | |||||||
| IFC Television Holdings LLC | Delaware | |||||||
| IFC Theatres Concessions LLC | Delaware | |||||||
| IFC Theatres, LLC | Delaware | |||||||
| IFC TV LLC | Delaware | |||||||
| IFC TV Studios Holdings LLC | Delaware | |||||||
| IFC TV Studios LLC | Delaware | |||||||
| Japan Creative Contents Alliance LLC | Delaware | |||||||
| Kindred Spirit Productions LLC | Delaware | |||||||
| Kopus Productions II LLC | Delaware | |||||||
| Kopus Productions LLC | Delaware | |||||||
| Lodge Productions I LLC | Delaware | |||||||
| Lodge Productions II LLC | Delaware | |||||||
| Making Waves Studio Productions LLC | Delaware | |||||||
| Mechanical Productions I LLC | Delaware | |||||||
| Monument Productions I LLC | Delaware | |||||||
| Moonhaven Productions I LLC | Delaware | |||||||
| Newfound Lake Productions I LLC | Delaware | |||||||
| NOS4A2 Productions I LLC | Rhode Island | |||||||
| Peach Pit Properties LLC | Delaware | |||||||
| Peachwood Productions LLC | Delaware | |||||||
| Pens Down LLC | Delaware | |||||||
| Premier Quills LLC | Delaware | |||||||
| AMC Content Distribution LLC | Delaware | |||||||
| Rainbow Media Enterprises, Inc. | Delaware | |||||||
| Rainbow Media Holdings LLC | Delaware | |||||||
| Rectify Productions II LLC | Delaware | |||||||
| Rectify Productions III LLC | Delaware | |||||||
| Rectify Productions IV LLC | Delaware | |||||||
| Rectify Productions LLC | Delaware | |||||||
| Red Monday Programming LLC | Delaware | |||||||
| RNC Holding Corporation | Delaware | |||||||
| RNC II Holding Corporation | Delaware | |||||||
| Roughhouse Productions I LLC | Delaware | |||||||
| Selects VOD LLC | Delaware | |||||||
| Sentai Holdings, LLC | Texas | |||||||
| Sentai Filmworks, LLC | Texas | |||||||
| Shudder LLC | Delaware | |||||||
| Guarantor | Jurisdiction of Formation | |||||||
| Sleuth Secrets Productions LLC | Delaware | |||||||
| Stalwart Productions LLC | Delaware | |||||||
| Stan Productions I LLC | Delaware | |||||||
| Stan Productions II LLC | Delaware | |||||||
| Sundance Channel Originals LLC | Delaware | |||||||
| Sundance Film Holdings LLC | Delaware | |||||||
| SundanceTV LLC | Delaware | |||||||
| Sxion 23, LLC | Texas | |||||||
| Tales Productions I LLC | Delaware | |||||||
| TWD Productions IV LLC | Delaware | |||||||
| TWD Productions IX LLC | Delaware | |||||||
| TWD Productions V LLC | Delaware | |||||||
| TWD Productions VI LLC | Delaware | |||||||
| TWD Productions VII LLC | Delaware | |||||||
| TWD Productions VIII LLC | Delaware | |||||||
| TWD Productions X LLC | Delaware | |||||||
| TWD Productions XI LLC | Delaware | |||||||
| Universe Productions LLC | Delaware | |||||||
| Vampire Chronicles Productions I LLC | Louisiana | |||||||
| Voom HD Holdings LLC | Delaware | |||||||
| WE TV Holdings LLC | Delaware | |||||||
| WE tv LLC | Delaware | |||||||
| We TV Studios LLC | Delaware | |||||||
| Woodbury Studios LLC | Delaware | |||||||
Exhibit 31.1
I, Kristin A. Dolan, certify that:
1. I have reviewed this report on Form 10-Q of AMC Networks Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | May 10, 2024 | By: | /s/ Kristin A. Dolan | |||||||||||
| Kristin A. Dolan | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
Exhibit 31.2
I, Patrick O’Connell, certify that:
1. I have reviewed this report on Form 10-Q of AMC Networks Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | May 10, 2024 | By: | /s/ Patrick O’Connell | |||||||||||
| Patrick O’Connell | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
Exhibit 32
Certifications
Pursuant to 18 U.S.C. § 1350, each of the undersigned officers of AMC Networks Inc. (“AMC Networks”) hereby certifies, to such officer’s knowledge, that AMC Networks’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AMC Networks.
| Date: | May 10, 2024 | By: | /s/ Kristin A. Dolan | |||||||||||
| Kristin A. Dolan | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| Date: | May 10, 2024 | By: | /s/ Patrick O’Connell | |||||||||||
| Patrick O’Connell | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||