AMC ENTERTAINMENT HOLDINGS, INC. 10-Q

Item 1. Financial Statements. (Unaudited) ​ AMC ENTERTAINMENT HOLDINGS, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions, except share and per share amounts) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 ​ ​ (unaudited) ​ (unaudited) Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Admissions ​ $ 797.7 ​ $ 545.3 ​ $ 2,075.9 ​ $ 1,640.1 Food and beverage ​ 482.7 ​ 333.3 ​ 1,299.6 ​ 982.5 Other theatre ​ 125.5 ​ 89.8 ​ 332.7 ​ 297.9 Total revenues ​ ​ 1,405.9 ​ ​ 968.4 ​ ​ 3,708.2 ​ ​ 2,920.5 Operating costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Film exhibition costs ​ ​ 398.5 ​ ​ 263.2 ​ 1,027.8 ​ 781.7 Food and beverage costs ​ 90.1 ​ 58.5 ​ 243.2 ​ 165.7 Operating expense, excluding depreciation and amortization below ​ 449.8 ​ 400.6 ​ 1,245.0 ​ 1,147.6 Rent ​ 224.3 ​ 223.2 ​ 650.8 ​ 668.8 General and administrative: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Merger, acquisition and other costs ​ 0.7 ​ 0.3 ​ 1.5 ​ 0.4 Other, excluding depreciation and amortization below ​ 54.4 ​ 40.6 ​ 184.8 ​ 161.2 Depreciation and amortization ​ ​ 88.7 ​ ​ 96.9 ​ ​ 279.1 ​ ​ 293.0 Operating costs and expenses ​ 1,306.5 ​ ​ 1,083.3 ​ 3,632.2 ​ ​ 3,218.4 Operating income (loss) ​ ​ 99.4 ​ ​ ( 114.9 ) ​ ​ 76.0 ​ ​ ( 297.9 ) Other expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expense (income) ​ ( 12.8 ) ​ ( 1.0 ) ​ ( 4.7 ) ​ 91.6 Interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate borrowings ​ 93.4 ​ 85.1 ​ 276.1 ​ 246.6 Finance lease obligations ​ 0.9 ​ 1.0 ​ 2.8 ​ 3.2 Non-cash NCM exhibitor services agreement ​ ​ 9.4 ​ ​ 9.6 ​ ​ 28.5 ​ ​ 28.6 Equity in (earnings) loss of non-consolidated entities ​ ( 3.1 ) ​ ( 2.8 ) ​ ( 5.3 ) ​ 3.3 Investment expense (income) ​ ( 3.0 ) ​ 18.3 ​ ( 11.4 ) ​ 12.2 Total other expense, net ​ 84.8 ​ ​ 110.2 ​ 286.0 ​ ​ 385.5 Net earnings (loss) before income taxes ​ 14.6 ​ ​ ( 225.1 ) ​ ( 210.0 ) ​ ​ ( 683.4 ) Income tax provision ​ 2.3 ​ 1.8 ​ 4.6 ​ ​ 2.5 Net earnings (loss) ​ $ 12.3 ​ $ ( 226.9 ) ​ $ ( 214.6 ) ​ $ ( 685.9 ) Net earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.08 ​ $ ( 2.20 ) ​ $ ( 1.43 ) ​ $ ( 6.64 ) Diluted ​ $ 0.08 ​ $ ( 2.20 ) ​ $ ( 1.43 ) ​ $ ( 6.64 ) Average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (in thousands) ​ ​ 162,424 ​ ​ 103,369 ​ ​ 150,465 ​ ​ 103,306 Diluted (in thousands) ​ ​ 162,607 ​ ​ 103,369 ​ ​ 150,465 ​ ​ 103,306 ​ See Notes to Condensed Consolidated Financial Statements. ​ 3 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 ​ ​ (unaudited) ​ (unaudited) Net earnings (loss) ​ $ 12.3 ​ $ ( 226.9 ) ​ $ ( 214.6 ) ​ $ ( 685.9 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized foreign currency translation adjustments ​ 9.1 ​ ( 26.1 ) ​ ( 38.1 ) ​ ( 78.4 ) Pension adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net gain arising during the period ​ 0.1 ​ 0.1 ​ — ​ 0.3 Other comprehensive income (loss) ​ 9.2 ​ ( 26.0 ) ​ ( 38.1 ) ​ ( 78.1 ) Total comprehensive income (loss) ​ $ 21.5 ​ $ ( 252.9 ) ​ $ ( 252.7 ) ​ $ ( 764.0 ) ​ See Notes to Condensed Consolidated Financial Statements. ​ 4 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONDENSED CONSOLIDATED BALANCE SHEETS ​ (Unaudited) ​ ​ ​ ​ ​ ​ ​ (In millions, except share data) September 30, 2023 December 31, 2022 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 729.7 ​ $ 631.5 Restricted cash ​ ​ 22.4 ​ ​ 22.9 Receivables, net ​ 134.2 ​ 166.6 Other current assets ​ 93.8 ​ 81.1 Total current assets ​ 980.1 ​ 902.1 Property, net ​ 1,577.9 ​ 1,719.2 Operating lease right-of-use assets, net ​ ​ 3,583.5 ​ ​ 3,802.9 Intangible assets, net ​ 145.5 ​ 147.3 Goodwill ​ 2,310.8 ​ 2,342.0 Other long-term assets ​ 195.3 ​ 222.1 Total assets ​ $ 8,793.1 ​ $ 9,135.6 LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 236.5 ​ $ 330.5 Accrued expenses and other liabilities ​ 342.8 ​ 364.3 Deferred revenues and income ​ 411.0 ​ 402.7 Current maturities of corporate borrowings ​ 20.0 ​ 20.0 Current maturities of finance lease liabilities ​ ​ 6.2 ​ ​ 5.5 Current maturities of operating lease liabilities ​ ​ 512.3 ​ ​ 567.3 Total current liabilities ​ 1,528.8 ​ 1,690.3 Corporate borrowings ​ 4,750.4 ​ 5,120.8 Finance lease liabilities ​ ​ 48.3 ​ ​ 53.3 Operating lease liabilities ​ ​ 3,979.7 ​ ​ 4,252.7 Exhibitor services agreement ​ 492.0 ​ 505.8 Deferred tax liability, net ​ 32.8 ​ 32.1 Other long-term liabilities ​ 99.1 ​ 105.1 Total liabilities ​ 10,931.1 ​ 11,760.1 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders’ deficit: ​ ​ ​ ​ ​ ​ AMC Entertainment Holdings, Inc.'s stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value per share, 50,000,000 shares authorized; including Series A Convertible Participating Preferred Stock, no shares authorized, issued , and outstanding as of September 30, 2023; 10,000,000 authorized; 7,245,872 issued and outstanding December 31, 2022, represented by AMC Preferred Equity Units, each representing an interest in a share of Series A Convertible Participating Preferred Stock, of which no shares are authorized, issued, and outstanding as of September 30, 2023; 100,000,000 authorized; 72,458,706 issued and outstanding as of December 31, 2022 ​ ​ — ​ ​ 0.1 Class A common stock ($ .01 par value, 550,000,000 shares authorized; 198,356,898 shares issued and outstanding as of September 30, 2023; 524,173,073 authorized; 51,683,892 shares issued and outstanding as of December 31, 2022) ​ 2.0 ​ 0.5 Additional paid-in capital ​ 5,787.6 ​ 5,049.8 Accumulated other comprehensive loss ​ ( 115.4 ) ​ ( 77.3 ) Accumulated deficit ​ ( 7,812.2 ) ​ ( 7,597.6 ) Total stockholders' deficit ​ ​ ( 2,138.0 ) ​ ​ ( 2,624.5 ) Total liabilities and stockholders’ deficit ​ $ 8,793.1 ​ $ 9,135.6 See Notes to Condensed Consolidated Financial Statements. 5 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 Cash flows from operating activities: ​ (unaudited) Net loss ​ $ ( 214.6 ) ​ $ ( 685.9 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 279.1 ​ ​ 293.0 (Gain) loss on extinguishment of debt ​ ​ ( 97.5 ) ​ ​ 96.4 Deferred income taxes ​ ​ 0.8 ​ ​ 1.1 Unrealized loss (gain) on investments in Hycroft ​ ​ 10.8 ​ ​ 3.4 Amortization of net premium on corporate borrowings to interest expense ​ ​ ( 42.7 ) ​ ​ ( 48.5 ) Amortization of deferred financing costs to interest expense ​ ​ 7.1 ​ ​ 10.0 Non-cash portion of stock-based compensation ​ ​ 40.9 ​ ​ 22.3 Gain on disposition of Saudi Cinema Company ​ ​ ( 15.5 ) ​ ​ — Equity in loss (gain) from non-consolidated entities, net of distributions ​ ​ ( 0.9 ) ​ ​ 7.8 Landlord contributions ​ ​ 16.0 ​ ​ 16.2 Other non-cash rent benefit ​ ​ ( 27.0 ) ​ ​ ( 20.6 ) Deferred rent ​ ​ ( 97.7 ) ​ ​ ( 130.2 ) Net periodic benefit cost (income) ​ ​ 1.3 ​ ​ ( 0.4 ) Non-cash shareholder litigation expense ​ ​ 99.3 ​ ​ — Change in assets and liabilities: ​ ​ ​ ​ ​ ​ Receivables ​ ​ 22.3 ​ ​ 61.1 Other assets ​ ​ ( 12.9 ) ​ ​ ( 15.8 ) Accounts payable ​ ​ ( 70.5 ) ​ ​ ( 138.9 ) Accrued expenses and other liabilities ​ ​ ( 29.9 ) ​ ​ ( 93.1 ) Other, net ​ ​ ( 5.8 ) ​ ​ 26.9 Net cash used in operating activities ​ ​ ( 137.4 ) ​ ​ ( 595.2 ) Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 153.5 ) ​ ​ ( 129.7 ) Acquisition of theatre assets ​ ​ ( 4.0 ) ​ ​ ( 17.8 ) Proceeds from disposition of Saudi Cinema Company ​ ​ 30.0 ​ ​ — Proceeds from disposition of long-term assets ​ ​ 8.6 ​ ​ 10.8 Proceeds from sale of securities ​ ​ — ​ ​ 11.4 Investments in non-consolidated entities, net ​ ​ — ​ ​ ( 27.9 ) Other, net ​ ​ 2.5 ​ ​ ( 0.5 ) Net cash used in investing activities ​ ​ ( 116.4 ) ​ ​ ( 153.7 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Repurchase of Senior Subordinated Notes due 2026 ​ ​ ( 1.7 ) ​ ​ — Proceeds from issuance of First Lien Notes due 2029 ​ ​ — ​ ​ 950.0 Principal payments under First Lien Notes due 2025 ​ ​ — ​ ​ ( 500.0 ) Principal payments under First Lien Notes due 2026 ​ ​ — ​ ​ ( 300.0 ) Principal payments under First Lien Toggle Notes due 2026 ​ ​ — ​ ​ ( 73.5 ) Premium paid to extinguish First Lien Notes due 2025 ​ ​ — ​ ​ ( 34.5 ) Premium paid to extinguish First Lien Notes due 2026 ​ ​ — ​ ​ ( 25.6 ) Premium paid to extinguish First Lien Toggle Notes due 2026 ​ ​ — ​ ​ ( 14.6 ) Repurchase of Second Lien Notes due 2026 ​ ​ ( 99.8 ) ​ ​ ( 50.0 ) Scheduled principal payments under Term Loan due 2026 ​ ​ ( 15.0 ) ​ ​ ( 15.0 ) Net proceeds from equity issuances ​ ​ 492.4 ​ ​ 7.8 Principal payments under finance lease obligations ​ ​ ( 4.6 ) ​ ​ ( 7.9 ) Cash used to pay for deferred financing costs ​ ​ ( 1.8 ) ​ ​ ( 19.3 ) Cash used to pay dividends ​ ​ — ​ ​ ( 0.7 ) Taxes paid for restricted unit withholdings ​ ​ ( 14.2 ) ​ ​ ( 52.2 ) Net cash provided by (used in) financing activities ​ ​ 355.3 ​ ​ ( 135.5 ) Effect of exchange rate changes on cash and cash equivalents and ​ ​ ( 3.8 ) ​ ​ ( 30.1 ) 6 Table of Contents restricted cash Net increase (decrease) in cash and cash equivalents and restricted cash ​ ​ 97.7 ​ ​ ( 914.5 ) Cash and cash equivalents and restricted cash at beginning of period ​ ​ 654.4 ​ ​ 1,620.3 Cash and cash equivalents and restricted cash at end of period ​ $ 752.1 ​ $ 705.8 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 290.0 ​ $ 254.5 Income taxes paid, net ​ $ 2.8 ​ $ 1.1 Schedule of non-cash activities: ​ ​ ​ ​ ​ ​ Investment in NCM ​ $ — ​ $ 15.0 Construction payables at period end ​ $ 30.5 ​ $ 38.6 Other third-party equity issuance costs payable ​ $ 0.4 ​ $ 3.5 Extinguishment of Second Lien Notes due 2026 in exchange for share issuance ​ $ 118.6 ​ $ — ​ See Notes to Condensed Consolidated Financial Statements. 7 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ September 30, 2023 (Unaudited) ​ NOTE 1—BASIS OF PRESENTATION ​ AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe. Stock Split and Reverse Stock Split . On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (“Common Stock”) outstanding at the close of business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4. On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one -tenth (1/10th) of a share of Common Stock. The reserve stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding. Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares. Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company also believes it will comply with the minimum liquidity covenant requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period. Pursuant to the Twelfth Amendment to Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024. The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024. Since the financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility. As of September 30, 2023, the Company was subject to a minimum liquidity requirement of $ 100 million as a condition to the financial covenant suspension period under the Credit Agreement. The Company’s cash burn rates are not sustainable long-term. In order to achieve sustainable net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID operating revenues. North American box office grosses were down approximately 16 % for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2019. Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly. ​ 8 Table of Contents There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike that began on May 2, 2023 and ended on September 27, 2023, and the Screen Actors Guild – American Federation of Television and Radio Artists strike that began on July 14, 2023, cannot be reasonably estimated and may have a negative impact on the future film slate for exhibition, the Company’s future liquidity and cash burn rates. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all. The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and to the extent equity is used, dilutive. On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital LP (“Antara”) pursuant to which the Company agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $ 75.1 million in cash and $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction. The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes. See Note 7—Stockholders’ Equity for more information. During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 114.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $ 2.9 million and $ 8.7 million, respectively, through its at-the-market offering of approximately 7.1 million shares of its AMC Preferred Equity Units. The Company paid $ 11.5 million of other third-party issuance costs during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 325.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $ 8.2 million and $ 0.5 million, respectively, through its at-the-market offering of 40.0 million shares of its Common Stock. The Company paid $ 0.1 million of other third-party issuance costs during the nine months ended September 30, 2023. See Note 7—Stockholders’ Equity for further information regarding the at-the-market offerings. The below table summarizes the cash debt repurchase transactions during the nine months ended September 30, 2023, including related party transactions with Antara, which was a related party from February 7, 2023 to August 25, 2023. See Note 6—Corporate Borrowings and Finance Lease Liabilities for more information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate Principal ​ Reacquisition ​ Gain on ​ Accrued Interest (In millions) ​ Repurchased ​ Cost ​ Extinguishment ​ Paid Related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ $ 75.9 ​ $ 48.5 ​ $ 40.9 ​ $ 1.1 5.875 % Senior Subordinated Notes due 2026 ​ ​ 4.1 ​ ​ 1.7 ​ ​ 2.3 ​ ​ 0.1 Total related party transactions ​ ​ 80.0 ​ ​ 50.2 ​ ​ 43.2 ​ ​ 1.2 Non-related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ ​ 89.7 ​ ​ 51.3 ​ ​ 54.3 ​ ​ 2.2 Total non-related party transactions ​ ​ 89.7 ​ ​ 51.3 ​ ​ 54.3 ​ ​ 2.2 Total debt repurchases ​ $ 169.7 ​ $ 101.5 ​ $ 97.5 ​ $ 3.4 ​ ​ ​ 9 Table of Contents Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of AMC, as discussed above, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2022, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated in consolidation. Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. Cash and Cash Equivalents. At September 30, 2023, cash and cash equivalents for the U.S. markets and International markets were $ 620.7 million and $ 109.0 million respectively, and at December 31, 2022, cash and cash equivalents were $ 508.0 million and $ 123.5 million, respectively. Restricted Cash. Restricted cash is cash held in the Company’s bank accounts in International markets as a guarantee for certain landlords. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ended (In millions) ​ September 30, 2023 ​ December 31, 2022 Cash and cash equivalents ​ $ 729.7 ​ $ 631.5 Restricted cash ​ ​ 22.4 ​ ​ 22.9 Total cash and cash equivalents and restricted cash in the statement of cash flows ​ $ 752.1 ​ $ 654.4 ​ Accumulated Other Comprehensive Loss. The following table presents the change in accumulated other comprehensive loss by component: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ (In millions) Currency Pension Benefits Total Balance December 31, 2022 ​ $ ( 78.8 ) ​ $ 1.5 ​ $ ( 77.3 ) Other comprehensive loss ​ ​ ( 38.1 ) ​ ​ — ​ ​ ( 38.1 ) Balance September 30, 2023 ​ $ ( 116.9 ) ​ $ 1.5 ​ $ ( 115.4 ) ​ Accumulated Depreciation and Amortization. Accumulated depreciation was $ 2,994.3 million and $ 2,853.8 million at September 30, 2023 and December 31, 2022, respectively, related to property. Accumulated amortization of intangible assets was $ 16.1 million and $ 22.2 million at September 30, 2023 and December 31, 2022, respectively. ​ 10 Table of Contents Other Expense (Income). The following table sets forth the components of other expense (income): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 ​ September 30, 2023 ​ September 30, 2022 Decreases related to contingent lease guarantees ​ $ — ​ $ ( 0.1 ) ​ $ — ​ $ ( 0.2 ) Governmental assistance due to COVID-19 - International markets ​ ​ — ​ ​ ( 5.4 ) ​ ​ — ​ ​ ( 16.2 ) Governmental assistance due to COVID-19 - U.S. markets ​ ​ — ​ ​ ( 1.6 ) ​ ​ — ​ ​ ( 2.7 ) Foreign currency transaction (gains) losses ​ ​ 12.8 ​ ​ 6.3 ​ ​ ( 3.2 ) ​ ​ 14.7 Non-operating components of net periodic benefit cost (income) ​ ​ 0.5 ​ ​ ( 0.2 ) ​ ​ 1.2 ​ ​ ( 0.4 ) Gain on extinguishment - Senior Subordinated Notes due 2026 ​ ​ — ​ ​ — ​ ​ ( 2.3 ) ​ ​ — Loss on extinguishment - First Lien Notes due 2025 ​ ​ — ​ ​ — ​ ​ — ​ ​ 47.7 Loss on extinguishment - First Lien Notes due 2026 ​ ​ — ​ ​ — ​ ​ — ​ ​ 54.4 Loss on extinguishment - First Lien Toggle Notes due 2026 ​ ​ — ​ ​ — ​ ​ — ​ ​ 32.9 Gain on extinguishment - Second Lien Notes due 2026 ​ ​ ( 10.8 ) ​ ​ — ​ ​ ( 95.2 ) ​ ​ ( 38.6 ) Derivative stockholder settlement ​ ​ — ​ ​ — ​ ​ ( 14.0 ) ​ ​ — Shareholder litigation ​ ​ ( 15.3 ) ​ ​ — ​ ​ 110.1 ​ ​ — Business interruption insurance recoveries ​ ​ — ​ ​ — ​ ​ ( 1.3 ) ​ ​ — Total other expense (income) ​ $ ( 12.8 ) ​ $ ( 1.0 ) ​ $ ( 4.7 ) ​ $ 91.6 ​ ​ ​ Accounting Pronouncements Recently Adopted Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate. The Company elected to apply the optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR. The optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations. See Note 6—Corporate Borrowings and Finance Lease Liabilities for further discussion on the election of the optional expedients allowed under ASC 848. ​ ​ ​ ​ NOTE 2—LEASES ​ The Company leases theatres and equipment under operating and finance leases. The Company typically does not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Equipment leases primarily consist of sight and sound and food and beverage equipment. ​ 11 Table of Contents The Company received rent concessions from lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent payments. Deferred lease payments were approximately $ 74.2 million as of September 30, 2023. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred lease payments have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts for contractual rent amounts due and not paid are included in accounts payable in the condensed consolidated balance sheets and in change in accounts payable in the condensed consolidated statements of cash flows. In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements. A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods is provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ As of ​ ​ December 31, ​ Decrease ​ September 30, (In millions) ​ 2022 ​ in deferred amounts ​ 2023 Fixed operating lease deferred amounts (1) ​ $ 150.3 ​ $ ( 80.0 ) ​ $ 70.3 Finance lease deferred amounts ​ ​ 0.9 ​ ​ ( 0.7 ) ​ ​ 0.2 Variable lease deferred amounts ​ ​ 6.0 ​ ​ ( 2.3 ) ​ ​ 3.7 Total deferred lease amounts ​ $ 157.2 ​ $ ( 83.0 ) ​ $ 74.2 (1) During the nine months ended September 30, 2023, the decrease in fixed operating lease deferred amounts includes $ 13.3 million of rent payments that are included in change in accounts payable and $ 66.7 million included in deferred rent and other non-cash rent in the condensed consolidated statement of cash flows. ​ The following table reflects the lease costs for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ ​ ​ September 30, ​ September 30, ​ September 30, ​ September 30, (In millions) ​ Consolidated Statements of Operations ​ 2023 ​ 2022 ​ 2023 ​ 2022 Operating lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Theatre properties ​ Rent ​ $ 201.3 ​ $ 202.0 ​ $ 587.5 ​ $ 608.9 Theatre properties ​ Operating expense ​ ​ 0.6 ​ ​ 1.5 ​ ​ 1.2 ​ ​ 4.1 Equipment ​ Operating expense ​ ​ 4.8 ​ ​ 2.7 ​ ​ 11.8 ​ ​ 7.4 Office and other ​ General and administrative: other ​ ​ 1.3 ​ ​ 1.3 ​ ​ 4.0 ​ ​ 4.0 Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of finance lease assets ​ Depreciation and amortization ​ ​ 0.5 ​ ​ 0.6 ​ ​ 1.5 ​ ​ 2.0 Interest expense on lease liabilities ​ Finance lease obligations ​ ​ 0.9 ​ ​ 0.9 ​ ​ 2.8 ​ ​ 3.1 Variable lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Theatre properties ​ Rent ​ ​ 23.0 ​ ​ 21.2 ​ ​ 63.3 ​ ​ 59.9 Equipment ​ Operating expense ​ ​ 17.9 ​ ​ 13.4 ​ ​ 51.6 ​ ​ 44.8 Total lease cost ​ ​ ​ $ 250.3 ​ $ 243.6 ​ $ 723.7 ​ $ 734.2 ​ ​ 12 Table of Contents Cash flow and supplemental information is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ September 30, (In millions) ​ 2023 ​ 2022 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows used in finance leases ​ $ ( 2.3 ) ​ $ ( 2.9 ) Operating cash flows used in operating leases ​ ​ ( 742.5 ) ​ ​ ( 775.9 ) Financing cash flows used in finance leases ​ ​ ( 4.6 ) ​ ​ ( 7.9 ) ​ ​ ​ ​ ​ ​ ​ Landlord contributions: ​ ​ ​ ​ ​ ​ Operating cashflows provided by operating leases ​ ​ 16.0 ​ ​ 16.2 Supplemental disclosure of noncash leasing activities: ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities (1) ​ ​ 111.4 ​ ​ 220.8 (1) Includes lease extensions and option exercises. ​ The following table represents the weighted-average remaining lease term and discount rate as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2023 ​ ​ Weighted Average ​ Weighted Average ​ ​ Remaining ​ Discount Lease Term and Discount Rate ​ Lease Term (years) ​ Rate Operating leases ​ ​ 8.9 ​ ​ 10.4 % Finance leases ​ ​ 13.4 ​ ​ 6.4 % ​ Minimum annual payments, including deferred lease payments and excluding contractual rent amounts due and not paid that were recorded in accounts payable, that are recorded as operating and finance lease liabilities and the net present value thereof as of September 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Lease ​ Finance Lease (In millions) ​ Payments (2) ​ Payments (2) Three months ending December 31, 2023 (1) ​ $ 241.7 ​ ​ 2.2 2024 ​ ​ 891.2 ​ ​ 8.1 2025 ​ ​ 847.1 ​ ​ 7.4 2026 ​ ​ 781.7 ​ ​ 7.3 2027 ​ ​ 717.1 ​ ​ 7.3 2028 ​ ​ 633.5 ​ ​ 6.9 Thereafter ​ ​ 2,736.9 ​ ​ 44.4 Total lease payments ​ ​ 6,849.2 ​ ​ 83.6 Less imputed interest ​ ​ ( 2,357.2 ) ​ ​ ( 29.1 ) Total operating and finance lease liabilities, respectively ​ $ 4,492.0 ​ $ 54.5 ​ 13 Table of Contents (1) The minimum annual payments table above does not include contractual cash rent amounts that were due and not paid, which are recorded in accounts payable as shown below, including estimated repayment dates: ​ ​ ​ ​ ​ ​ ​ Accounts Payable (In millions) ​ Lease Payments Three months ended December 31, 2023 ​ $ 5.7 2024 ​ ​ 1.0 2025 ​ ​ 0.8 2026 ​ ​ 0.7 2027 ​ ​ 0.3 2028 ​ ​ 0.1 Thereafter ​ ​ 0.1 Total deferred lease amounts recorded in accounts payable ​ $ 8.7 ​ (2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating and finance leases, as shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Lease ​ Finance Lease (In millions) ​ Payments ​ Payments Three months ended December 31, 2023 ​ $ 15.6 ​ $ 0.1 2024 ​ ​ 15.6 ​ ​ — 2025 ​ ​ 5.7 ​ ​ — 2026 ​ ​ 4.2 ​ ​ — 2027 ​ ​ 3.4 ​ ​ — 2028 ​ ​ 3.2 ​ ​ — Thereafter ​ ​ 17.7 ​ ​ — Total deferred lease amounts ​ $ 65.4 ​ $ 0.1 ​ As of September 30, 2023, the Company had signed additional operating lease agreements for five theatres that have not yet commenced with total minimum payments of approximately $ 78.2 million, which are expected to commence between years 2023 and 2025 and carry lease terms ranging from 10 to 20 years . The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility. During the nine months ended September 30, 2023, the Company received a $ 13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre. The incentive was treated as a reduction to rent expense in the Company’s condensed consolidated statement of operations. ​ NOTE 3—REVENUE RECOGNITION ​ Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 ​ September 30, 2023 ​ September 30, 2022 Major revenue types ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Admissions ​ $ 797.7 ​ $ 545.3 ​ $ 2,075.9 ​ $ 1,640.1 Food and beverage ​ ​ 482.7 ​ ​ 333.3 ​ ​ 1,299.6 ​ ​ 982.5 Other theatre: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Screen advertising ​ ​ 33.2 ​ ​ 29.0 ​ ​ 96.4 ​ ​ 90.2 Other ​ ​ 92.3 ​ ​ 60.8 ​ ​ 236.3 ​ ​ 207.7 Other theatre ​ ​ 125.5 ​ ​ 89.8 ​ ​ 332.7 ​ ​ 297.9 Total revenues ​ $ 1,405.9 ​ $ 968.4 ​ $ 3,708.2 ​ $ 2,920.5 ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 ​ September 30, 2023 ​ September 30, 2022 Timing of revenue recognition ​ ​ ​ ​ ​ ​ ​ ​ Products and services transferred at a point in time ​ $ 1,299.3 ​ $ 884.5 ​ $ 3,431.5 ​ $ 2,675.3 Products and services transferred over time (1) ​ ​ 106.6 ​ ​ 83.9 ​ ​ 276.7 ​ ​ 245.2 Total revenues ​ $ 1,405.9 ​ $ 968.4 ​ $ 3,708.2 ​ $ 2,920.5 (1) Amounts primarily include subscription and advertising revenues. The following tables provide the balances of receivables, net and deferred revenues and income: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ September 30, 2023 ​ December 31, 2022 Current assets ​ ​ ​ ​ ​ ​ Receivables related to contracts with customers ​ $ 54.4 ​ $ 92.3 Miscellaneous receivables ​ ​ 79.8 ​ ​ 74.3 Receivables, net ​ $ 134.2 ​ $ 166.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ September 30, 2023 ​ December 31, 2022 Current liabilities ​ ​ ​ ​ ​ ​ Deferred revenues related to contracts with customers ​ $ 405.7 ​ $ 398.8 Miscellaneous deferred income ​ ​ 5.3 ​ ​ 3.9 Deferred revenues and income ​ $ 411.0 ​ $ 402.7 ​ ​ The significant changes in contract liabilities with customers included in deferred revenues and income are as follows: ​ ​ ​ ​ ​ ​ ​ Deferred Revenues ​ ​ Related to Contracts (In millions) ​ with Customers Balance December 31, 2022 ​ $ 398.8 Cash received in advance (1) ​ ​ 248.5 Customer loyalty rewards accumulated, net of expirations: ​ ​ ​ Admission revenues (2) ​ ​ 17.4 Food and beverage (2) ​ ​ 31.6 Other theatre (2) ​ ​ ( 0.7 ) Reclassification to revenue as the result of performance obligations satisfied: ​ ​ ​ Admission revenues (3) ​ ​ ( 197.8 ) Food and beverage (3) ​ ​ ( 58.7 ) Other theatre (4) ​ ​ ( 33.9 ) Foreign currency translation adjustment ​ ​ 0.5 Balance September 30, 2023 ​ $ 405.7 ​ (1) Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs® loyalty membership fees. ​ (2) Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs® and other loyalty programs. ​ (3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs® loyalty programs and other loyalty programs. ​ (4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs® loyalty membership fees and other loyalty programs. ​ 15 Table of Contents The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows: ​ ​ ​ ​ ​ ​ ​ Exhibitor Services (In millions) ​ Agreement (1) Balance December 31, 2022 ​ $ 505.8 Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied ​ ​ ( 13.8 ) Balance September 30, 2023 ​ $ 492.0 (1) Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“CUA”) and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below. The deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of the Exhibitor Service Agreement (“ESA”) ending in February 2037. ​ NCM Bankruptcy . On April 11, 2023, National CineMedia, LLC filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas. NCM is the in-theatre advertising provider for the majority of the Company’s theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with the Company. As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment. But under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan. The Company has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance. The Company does not expect its bankruptcy to have a material impact on the Company. Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of September 30, 2023 was $ 273.2 million. This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months . Loyalty Programs. As of September 30, 2023, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 75.6 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months . The AMC Stubs® annual membership fee is recognized ratably over the one-year membership period. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. ​ NOTE 4—GOODWILL ​ The following table summarizes the changes in goodwill by reporting unit for the nine months ended September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Markets ​ International Markets ​ Consolidated Goodwill (In millions) ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount Balance December 31, 2022 ​ $ 3,072.6 ​ $ ( 1,276.1 ) ​ $ 1,796.5 ​ $ 1,521.8 ​ $ ( 976.3 ) ​ $ 545.5 ​ $ 4,594.4 ​ $ ( 2,252.4 ) ​ $ 2,342.0 Currency translation adjustment ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 23.6 ) ​ ​ ( 7.6 ) ​ ​ ( 31.2 ) ​ ​ ( 23.6 ) ​ ​ ( 7.6 ) ​ ​ ( 31.2 ) Balance September 30, 2023 ​ $ 3,072.6 ​ $ ( 1,276.1 ) ​ $ 1,796.5 ​ $ 1,498.2 ​ $ ( 983.9 ) ​ $ 514.3 ​ $ 4,570.8 ​ $ ( 2,260.0 ) ​ $ 2,310.8 ​ ​ ​ ​ ​ 16 Table of Contents NOTE 5—INVESTMENTS ​ Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50 % voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets. On December 30, 2022, the Company entered into an agreement to sell its 10.0 % investment in Saudi Cinema Company, LLC for SAR 112.5 million ($ 30.0 million), and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. The Company recorded a gain on the sale of $ 15.5 million in investment income during the nine months ended September 30, 2023. Investments in non-consolidated affiliates as of September 30, 2023 include interests in Digital Cinema Distribution Coalition, LLC of 14.6 %, AC JV, LLC, owner of Fathom Events, of 32.0 %, SV Holdco LLC, owner of Screenvision, of 18.4 % and Digital Cinema Media Ltd. of 50.0 %. The Company also has partnership interests in four U.S. motion picture theatres and approximately 50.0 % interests in 60 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. During the three months ended September 30, 2023 and September 30, 2022, the Company recorded equity in (earnings) loss of non-consolidated entities of $( 3.1 ) million and $( 2.8 ) million, respectively. During the nine months ended September 30, 2023 and September 30, 2022, the Company recorded equity in (earnings) loss of $( 5.3 ) million and $ 3.3 million, respectively. Related Party Transactions with Equity Method Investees. At September 30, 2023, and December 31, 2022, the Company recorded net receivable amounts due from equity method investees of $ 0.6 million and $ 1.7 million, respectively, primarily related to on-screen advertising revenue, content delivery expenses and other transactions. The Company recorded related party transactions with equity method investees in other revenues, film exhibition costs and operating expenses of $ 7.9 million, $ 4.9 million and $ 0.2 million, respectively, during the three months ended September 30, 2023, and $ 4.3 million, $ 3.1 million and $ 0.3 million, respectively, during the three months ended September 30, 2022. The Company recorded related party transactions with equity method investees in other revenues, film exhibition costs and operating expenses of $ 19.4 million, $ 12.0 million and $ 0.8 million, respectively, during the nine months ended September 30, 2023, and $ 16.3 million, $ 6.5 million and $ 0.8 million, respectively, during the nine months ended September 30, 2022. Investment in Hycroft ​ On March 14, 2022, the Company purchased 23.4 million units of Hycroft Mining Holding Corporation (NASDAQ: HYMC) (“Hycroft”), for $ 27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant. The units were priced at $ 1.193 per unit. Each warrant is exercisable for one common share of Hycroft at a price of $ 1.068 per share over a 5-year term through March 2027. Hycroft filed a resale registration statement to register the common shares and warrant shares for sale under the Securities Act of 1933, as amended (the “Securities Act”) on April 14, 2022 which became effective on June 2, 2022. The Company accounts for the common shares of Hycroft under the equity method and has elected the fair value option in accordance with ASC 825-10. The Company accounts for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business. During the three months ended September 30, 2023 and September 30, 2022, the Company recorded unrealized loss in investment income of $ 0.7 million and $ 19.5 million, respectively. During the nine months ended September 30, 2023 and September 30, 2022, the Company recorded unrealized loss in investment income of $ 10.8 million and $ 3.4 million, respectively. See Note 9 — Fair Value Measurements for fair value information and the asset value for investments in Hycroft measured under the fair value option as well as the total asset value for other equity method investments. ​ ​ 17 Table of Contents NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES ​ A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) September 30, 2023 December 31, 2022 First Lien Secured Debt: ​ ​ ​ ​ ​ ​ Senior Secured Credit Facility-Term Loan due 2026 ( 8.427 % as of September 30, 2023 and 7.274 % as of December 31, 2022) ​ $ 1,910.0 ​ $ 1,925.0 12.75 % Odeon Senior Secured Notes due 2027 ​ ​ 400.0 ​ ​ 400.0 7.5 % First Lien Notes due 2029 ​ ​ 950.0 ​ ​ 950.0 Second Lien Secured Debt: ​ ​ ​ ​ ​ ​ 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026 ​ ​ 1,124.2 ​ ​ 1,389.8 Subordinated Debt: ​ ​ ​ ​ ​ ​ 6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of September 30, 2023) ​ ​ 4.9 ​ ​ 4.8 5.75 % Senior Subordinated Notes due 2025 ​ ​ 98.3 ​ ​ 98.3 5.875 % Senior Subordinated Notes due 2026 ​ ​ 51.5 ​ ​ 55.6 6.125 % Senior Subordinated Notes due 2027 ​ ​ 125.5 ​ ​ 125.5 Total principal amount of corporate borrowings ​ $ 4,664.4 ​ $ 4,949.0 Finance lease liabilities ​ 54.5 ​ 58.8 Deferred financing costs ​ ​ ( 33.0 ) ​ ​ ( 37.9 ) Net premium (1) ​ ​ 139.0 ​ ​ 229.7 Total carrying value of corporate borrowings and finance lease liabilities ​ $ 4,824.9 ​ $ 5,199.6 Less: ​ ​ ​ ​ ​ ​ Current maturities of corporate borrowings ​ ​ ( 20.0 ) ​ ( 20.0 ) Current maturities of finance lease liabilities ​ ​ ( 6.2 ) ​ ​ ( 5.5 ) Total noncurrent carrying value of corporate borrowings and finance lease liabilities ​ $ 4,798.7 ​ $ 5,174.1 (1) The following table provides the net premium (discount) amounts of corporate borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, (In millions) ​ 2023 ​ 2022 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026 ​ $ 170.4 ​ $ 265.5 Senior Secured Credit Facility-Term Loan due 2026 ​ ​ ( 3.7 ) ​ ​ ( 4.8 ) 12.75 % Odeon Senior Secured Notes due 2027 ​ ​ ( 27.7 ) ​ ​ ( 31.1 ) 6.375 % Senior Subordinated Notes due 2024 ​ — ​ 0.1 Net premium ​ $ 139.0 ​ $ 229.7 ​ The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ Amount of ​ ​ Corporate (In millions) Borrowings Three months ended December 31, 2023 ​ $ 5.0 2024 ​ ​ 24.9 2025 ​ 118.3 2026 ​ 3,040.7 2027 ​ 525.5 2028 ​ — Thereafter ​ 950.0 Total ​ $ 4,664.4 ​ ​ 18 Table of Contents Debt Repurchases The below table summarizes the cash debt repurchase transactions during the nine months ended September 30, 2023, including the related party transactions with Antara, which was a related party from February 7, 2023 to August 25, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate Principal ​ Reacquisition ​ Gain on ​ Accrued Interest (In millions) ​ Repurchased ​ Cost ​ Extinguishment ​ Paid Related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ $ 75.9 ​ $ 48.5 ​ $ 40.9 ​ $ 1.1 5.875 % Senior Subordinated Notes due 2026 ​ ​ 4.1 ​ ​ 1.7 ​ ​ 2.3 ​ ​ 0.1 Total related party transactions ​ ​ 80.0 ​ ​ 50.2 ​ ​ 43.2 ​ ​ 1.2 Non-related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ ​ 89.7 ​ ​ 51.3 ​ ​ 54.3 ​ ​ 2.2 Total non-related party transactions ​ ​ 89.7 ​ ​ 51.3 ​ ​ 54.3 ​ ​ 2.2 Total debt repurchases ​ $ 169.7 ​ $ 101.5 ​ $ 97.5 ​ $ 3.4 ​ See Note 7—Stockholders’ Equity for discussion of the $ 100.0 million aggregate principal amount of Second Lien Notes due 2026 repurchased from Antara in exchange for 9,102,619 AMC Preferred Equity Units not included in the table above. Financial Covenants The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to comply with the minimum liquidity covenant requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period. Pursuant to the Twelfth Amendment to the Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024. The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024. The financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, thus the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility. As of September 30, 2023, the Company was subject to a minimum liquidity requirement of $ 100 million as a condition to the financial covenant suspension period under the Credit Agreement. Thirteenth Amendment to Credit Agreement On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the Thirteenth Amendment to the Credit Agreement, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by CME Group Benchmark Administration Limited that is based on the secured overnight financing rate. Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three-months, or six-months or longer, respectively. The Thirteenth Amendment to the Credit Agreement became effective at 5:00 p.m. (New York time) on June 30, 2023. The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform. Pursuant to ASC 848, the Thirteenth Amendment to the Credit Agreement was determined to be an insubstantial modification. ​ ​ 19 Table of Contents NOTE 7—STOCKHOLDERS’ EQUITY ​ Stock Split and Reverse Stock Split ​ On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4. On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one -tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding. Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares. Share Issuances On September 6, 2023, the Company entered into a Common Stock equity distribution agreement (the “Common Stock Equity Distribution Agreement”) with Citigroup Global Markets, Inc., Barclays Capital Inc., B. Riley Securities, Inc. and Goldman Sachs & Co. LLC, as the sales agents (“Common Stock Sales Agents”), to sell up to 40.0 million shares of the Company’s Common Stock, from time to time, through an “at-the-market” offering program (the “Common Stock Offering”). Subject to the terms and conditions of the Common Stock Equity Distribution Agreement, the Common Stock Sales Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell Common Stock from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. The Company intends to use the net proceeds from the sale of Common Stock pursuant to the Common Stock Equity Distribution Agreement to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any) and otherwise for general corporate purposes. On September 13, 2023, the Company announced that it had completed the Common Stock Offering. During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 325.5 million and paid fees to the Common Stock Sales Agents and incurred other third-party issuance costs of approximately $ 8.2 million and $ 0.5 million, respectively, through its Common Stock Offering of 40.0 million shares of its Common Stock. The Company paid $ 0.1 million of other third-party issuance costs during the nine months ended September 30, 2023. On September 26, 2022, the Company entered into an equity distribution agreement (the “Preferred Equity Units Equity Distribution Agreement”) with Citigroup Global Markets Inc., as a sales agent (“Sales Agent”), to sell up to 42.5 million shares of the Company’s AMC Preferred Equity Units, from time to time, through an “at-the-market” offering program (the “Preferred Equity Offering”). Subject to the terms and conditions of the Preferred Equity Units Equity Distribution Agreement, the Sales Agent was required to use reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the AMC Preferred Equity Units from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. The Company intends to use the net proceeds, from the sale of AMC Preferred Equity Units pursuant to the Preferred Equity Units Equity Distribution Agreement to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any) and otherwise for general corporate purposes. Following the Charter Amendments and AMC Preferred Equity Unit Conversion, the Company no longer sells shares under the Preferred Equity Units Distribution Agreement. 20 Table of Contents During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 114.5 million and paid fees to the Sales Agent and incurred other third-party issuance costs of approximately $ 2.9 million and $ 8.7 million, respectively, through its Preferred Equity Offering of approximately 7.1 million shares of its AMC Preferred Equity Units. The Company paid $ 11.5 million of other third-party issuance costs during the nine months ended September 30, 2023. The Company no longer has any authorized AMC Preferred Equity Units available for issuance under the Preferred Equity Units Equity Distribution Agreement. Furthermore, the AMC Preferred Equity Units ceased trading on the NYSE on August 24, 2023 and were converted to Common Shares on August 25, 2023. On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $ 75.1 million in cash and $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction. The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes. Special Meeting of Stockholders ​ The Company’s board of directors called a special meeting of the Company’s stockholders on March 14, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the following proposals: 1. Proposal No. 1: To approve an amendment to our Third Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase”); 2. Proposal No. 2: To approve an amendment to our Certificate of Incorporation to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock, which together with the Share Increase, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Stock Split” and collectively with the Share Increase, the “Charter Amendments”); and 3. Proposal No. 3: To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendments. ​ Each of the Share Increase and the Reverse Stock Split were cross-conditioned on the approval of the other, such that approval of both proposals was required for each of them to take effect. ​ Shareholder Litigation ​ Two putative stockholder class actions were filed in the Delaware Chancery Court that assert a breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del. C . § 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and the Charter Amendments. This litigation prevented the Company from immediately implementing the Charter Amendments. On April 2, 2023, the parties entered into a binding settlement term sheet to settle the litigation and allow implementation of the Charter Amendments. On August 11, 2023, the Delaware Chancery Court approved the settlement and on Monday, August 21, 2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court. Pursuant to the settlement term sheet, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock (“Settlement Payment Recipients”), received a payment of one share of Common Stock for every 7.5 shares of Common Stock owned by the Settlement Payment Recipients (the “Settlement Payment”). On August 28, 2023, the Company made the Settlement Payment and issued 6,897,018 shares of Common Stock. See Note 11—Commitments and Contingencies for further information regarding the litigation and settlement. 21 Table of Contents Charter Amendments and AMC Preferred Equity Unit Conversion Each AMC Preferred Equity Unit was a depositary share and represented an interest in a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement. Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share of Common Stock. On August 14, 2023, the Company filed an amendment to its Certificate of Incorporation to effectuate the Charter Amendments as of August 24, 2023. The Charter Amendments permitted the conversion of all of the Company’s outstanding AMC Preferred Equity Units into shares of Common Stock (the “Conversion”). On August 25, 2023, 99,540,642 shares of Common Stock were issued as part of the Conversion. On August 25, 2023, AMC Preferred Equity Units ceased trading and were subsequently delisted from the NYSE. On August 25, 2023, the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock with the Secretary of State of Delaware that eliminated the Series A Convertible Participating Preferred Stock from the Company’s Certificate of Incorporation. As of September 30, 2023, the Company has 50,000,000 authorized shares of preferred stock. AMC’s Board of Directors approved equitable adjustments to all outstanding awards under the 2013 Equity Incentive Plan subsequent to the effectiveness of the Charter Amendments. The outstanding awards were proportionally adjusted consistent with the ratio used for the Reverse Stock Split and all awards previously convertible into AMC Preferred Equity Units are now convertible into Common Stock. Stock-Based Compensation ​ The following table presents the stock-based compensation expense recorded within general and administrative: other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ September 30, ​ September 30, (In millions) ​ 2023 ​ 2022 ​ 2023 ​ 2022 Equity classified awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Special awards expense ​ $ — ​ $ — ​ $ 20.2 ​ $ — Board of director stock award expense ​ ​ — ​ ​ — ​ ​ 0.9 ​ ​ 0.8 Restricted stock unit expense ​ ​ 3.7 ​ ​ 3.5 ​ ​ 10.5 ​ ​ 9.8 Performance stock unit expense ​ ​ 3.6 ​ ​ ( 7.1 ) ​ ​ 9.0 ​ ​ 11.7 Total equity classified awards: ​ ​ 7.3 ​ ​ ( 3.6 ) ​ ​ 40.6 ​ ​ 22.3 Liability classified awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted and performance stock unit expense ​ ​ ( 0.1 ) ​ ​ — ​ ​ 0.3 ​ ​ — Total liability classified awards: ​ ​ ( 0.1 ) ​ ​ — ​ ​ 0.3 ​ ​ — Total stock-based compensation expense ​ $ 7.2 ​ $ ( 3.6 ) ​ $ 40.9 ​ $ 22.3 ​ As of September 30, 2023, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 20.1 million, which reflects assumptions related to attainment of performance targets based on the scales as described below. The weighted average period over which this remaining compensation expense is expected to be recognized is approximately 1.1 years. Plan Amendment due to Stock Split ​ The 2013 Plan contemplates equitable adjustments for certain transactions such as a stock split. On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 Equity Incentive Plan to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each restricted stock unit (“RSU”) or performance stock unit (“PSU”) for awards granted prior to the AMC Preferred Equity Unit special dividend. The Company determined that this modification was a Type 1 (probable-to-probable) modification that did not increase the fair value of the award and therefore did not require additional stock-based compensation expense to be recognized. 22 Table of Contents Special Awards ​ On February 23, 2023, AMC’s Board of Directors approved special awards in lieu of vesting of the 2022 PSU awards. The special awards were accounted for as modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit 2022 PSUs. This was treated as a Type 3 modification (improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $ 14.9 million and $ 5.3 million, respectively. During the nine months ended September 30, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards. Awards Granted in 2023 ​ During the nine months ended September 30, 2023, AMC’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. Each RSU or PSU is convertible into one share of Common Stock upon vesting. Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. Each unit represents the right to receive one share of Common Stock at a future date. The Company’s Board of Directors also granted awards to non-section 16 officers that are expected to be settled in cash. Upon vesting, participants receiving cash settlement shall receive an amount of cash equal to the closing price of an AMC Preferred Equity Unit multiplied by the number of underlying cash-based RSUs and PSUs awarded. Following the completion of the Charter Amendments, grantees will now receive an amount of cash equal to the closing price of Common Stock multiplied by the number of underlying cash-based RSUs and PSUs award. These awards have been classified as liabilities and are included within accrued expenses and other liabilities in the condensed consolidated balance sheets. The vesting requirements and vesting periods are identical to the equity classified awards described below. The Company recognizes expense related to these awards based on the fair value of the Common Stock shares, giving effect to the portion of services rendered during the requisite services period. As of September 30, 2023, there were 169,401 nonvested underlying Common Stock RSUs and PSUs related to awards granted to non-section 16 officers. There are 112,894 nonvested underlying Common Stock RSUs and PSUs (2023 Tranche Year) that are currently classified as liabilities and 56,507 nonvested underlying Common Stock PSUs (2024 & 2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2024 and 2025 PSU Tranche Years have yet to be established. The 2023 award agreements generally had the following features: ● Stock Award Agreement: During the nine months ended September 30, 2023, the Company granted awards of 8,555 fully vested shares of Common Stock and 15,370 AMC Preferred Equity Units to its independent members of AMC’s Board of Directors with a grant date fair value of $ 0.9 million. ● Restricted Stock Unit Award Agreement: During the nine months ended September 30, 2023, the Company granted 313,831 RSU awards to certain members of management with a grant date fair value of $ 12.0 million. The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period. The RSUs vest over three years , with one-third vesting each year. These RSUs will be settled within 30 days of vesting. ● Performance Stock Unit Award Agreement: During the nine months ended September 30, 2023, total PSUs of 287,664 were awarded (“2023 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”). The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2023 PSU awards will vest based on achieving 80 % to 120 % of the performance targets, with the corresponding vested unit amount ranging from 50 % to 200 % . If the performance targets are met at 100 % , the 2023 PSU awards will vest at 287,664 units in the aggregate. No 23 Table of Contents PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets. The Compensation Committee establishes the annual performance targets at the beginning of each year. Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation – Stock compensation. The 2023 PSU award grant date fair value for the 2023 Tranche Year award of 95,883 units was $ 3.9 million, the 2022 PSU award grant date fair value for the 2023 Tranche Year award of 46,192 units was $ 1.9 million, and the 2021 PSU award grant date fair value for the 2023 Tranche Year Award of 160,280 units was $ 6.8 million, measured using performance targets at 100 %. The following table represents the equity classified nonvested RSU and PSU activity for the nine months ended September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Common Stock ​ Grant Date ​ ​ RSUs and PSUs (3) ​ Fair Value Nonvested at January 1, 2023 ​ 626,195 ​ $ 59.14 Granted (1) ​ 616,186 ​ ​ 39.99 Granted - Special Award ​ 477,918 ​ ​ 42.25 Vested ​ ( 222,920 ) ​ ​ 57.43 Vested - Special Award ​ ( 257,945 ) ​ ​ 42.18 Forfeited ​ ( 26,036 ) ​ ​ 44.44 Cancelled (2) ​ ( 150,755 ) ​ ​ 60.14 Cancelled - Special Award (2) ​ ( 219,973 ) ​ ​ 42.34 Nonvested at September 30, 2023 ​ 842,670 ​ $ 45.87 Tranche Years 2024 and 2025 awarded under the 2023 PSU award and Tranche Year 2024 awarded under the 2022 PSU award with grant date fair values to be determined in years 2024 and 2025, respectively ​ 228,199 ​ ​ ​ Total Nonvested at September 30, 2023 ​ 1,070,869 ​ ​ ​ (1) The number of PSU shares granted under the Tranche Year 2023 assumes the Company will attain a performance target at 100 % for the Adjusted EBITDA target and 100 % for the free cash flow target. (2) Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan. As a result, the Company paid taxes for restricted unit withholdings of approximately $ 14.2 million during the nine months ended September 30, 2023. (3) Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs as a result of the Charter Amendments. ​ ​ ​ 24 Table of Contents ​ Condensed Consolidated Statements of Stockholders’ Deficit For the Nine Months Ended September 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Convertible ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ Class A Voting ​ Participating ​ Depositary Shares of ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Total ​ ​ Common Stock ​ Preferred Stock ​ AMC Preferred ​ ​ ​ ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ (In millions, except share and per share data) Shares Amount Shares ​ Equity Units Amount ​ Capital ​ Loss Deficit Equity (Deficit) Balances December 31, 2022 ​ 51,683,892 ​ $ 0.5 ​ 7,245,872 ​ 72,458,706 ​ $ 0.1 ​ $ 5,049.8 ​ $ ( 77.3 ) ​ $ ( 7,597.6 ) ​ $ ( 2,624.5 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 235.5 ) ​ ​ ( 235.5 ) Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 7.3 ) ​ ​ — ​ ​ ( 7.3 ) Share issuance ​ — ​ ​ — ​ 492,880 ​ 4,928,800 ​ ​ — ​ ​ 70.5 ​ ​ — ​ ​ — ​ ​ 70.5 Antara Forward Purchase Agreement (2) ​ — ​ ​ — ​ 1,976,213 ​ 19,762,130 ​ ​ — ​ ​ 193.7 ​ ​ — ​ ​ — ​ ​ 193.7 Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 13.1 ) ​ ​ — ​ ​ — ​ ​ ( 13.1 ) Stock-based compensation (1) ​ 235,346 ​ ​ — ​ 26,944 ​ 269,444 ​ ​ — ​ ​ 25.9 ​ ​ — ​ ​ — ​ ​ 25.9 Balances March 31, 2023 ​ 51,919,238 ​ $ 0.5 ​ 9,741,909 ​ 97,419,080 ​ $ 0.1 ​ $ 5,326.8 ​ $ ( 84.6 ) ​ $ ( 7,833.1 ) ​ $ ( 2,590.3 ) Net earnings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8.6 ​ ​ 8.6 Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 40.0 ) ​ ​ — ​ ​ ( 40.0 ) Share issuance ​ — ​ ​ — ​ 212,156 ​ 2,121,562 ​ ​ — ​ ​ 32.7 ​ ​ — ​ ​ — ​ ​ 32.7 Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 1.1 ) ​ ​ — ​ ​ — ​ ​ ( 1.1 ) Stock-based compensation ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ 7.5 ​ ​ — ​ ​ — ​ ​ 7.5 Balances June 30, 2023 ​ 51,919,238 ​ $ 0.5 ​ 9,954,065 ​ 99,540,642 ​ $ 0.1 ​ $ 5,365.9 ​ $ ( 124.6 ) ​ $ ( 7,824.5 ) ​ $ ( 2,582.6 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 12.3 ​ ​ 12.3 Other comprehensive income ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 9.2 ​ ​ — ​ ​ 9.2 AMC Preferred Equity Unit conversion ​ 99,540,642 ​ ​ 1.0 ​ ( 9,954,065 ) ​ ( 99,540,642 ) ​ ​ ( 0.1 ) ​ ​ ( 0.9 ) ​ ​ — ​ ​ — ​ ​ — Settlement payment ​ 6,897,018 ​ ​ 0.1 ​ — ​ — ​ ​ — ​ ​ 99.2 ​ ​ — ​ ​ — ​ ​ 99.3 Share issuance ​ 40,000,000 ​ ​ 0.4 ​ — ​ — ​ ​ — ​ ​ 316.1 ​ ​ — ​ ​ — ​ ​ 316.5 Stock-based compensation ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ 7.3 ​ ​ — ​ ​ — ​ ​ 7.3 Balances September 30, 2023 ​ 198,356,898 ​ $ 2.0 ​ — ​ — ​ $ — ​ $ 5,787.6 ​ $ ( 115.4 ) ​ $ ( 7,812.2 ) ​ $ ( 2,138.0 ) (1) Includes 8,555 Common Stock shares and 15,370 AMC Preferred Equity Units awarded to the Board of Directors, 226,791 vested Common Stock RSUs and PSUs, and 254,074 AMC Preferred Equity Units RSUs and PSUs. (2) Includes $ 75.1 million of cash proceeds and $ 118.6 million carrying value of the debt exchanged for AMC Preferred Equity Units. ​ ​ ​ 25 Table of Contents Condensed Consolidated Statements of Stockholders’ Deficit For the Nine Months Ended September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Convertible ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ Class A ​ Participating ​ Depositary Shares of ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Total AMC ​ ​ Common Stock ​ Preferred Stock ​ AMC Preferred ​ ​ ​ ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ (In millions, except share and per share data) Shares Amount Shares ​ Equity Units Amount ​ Capital ​ Income (Loss) Deficit Equity (Deficit) Balances December 31, 2021 ​ 51,397,910 ​ $ 0.5 ​ 5,139,791 ​ 51,397,910 ​ $ 0.1 ​ $ 4,862.0 ​ $ ( 28.1 ) ​ $ ( 6,624.0 ) ​ $ ( 1,789.5 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 337.4 ) ​ ​ ( 337.4 ) Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 5.8 ) ​ ​ — ​ ​ ( 5.8 ) Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 52.2 ) ​ ​ — ​ ​ — ​ ​ ( 52.2 ) Stock-based compensation (1) ​ 284,150 ​ ​ 0.1 ​ 28,415 ​ 284,150 ​ ​ — ​ ​ 6.5 ​ ​ — ​ ​ — ​ ​ 6.6 Balances March 31, 2022 ​ 51,682,060 ​ $ 0.6 ​ 5,168,206 ​ 51,682,060 ​ $ 0.1 ​ $ 4,816.3 ​ $ ( 33.9 ) ​ $ ( 6,961.4 ) ​ $ ( 2,178.3 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 121.6 ) ​ ​ ( 121.6 ) Other comprehensive income ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 46.3 ) ​ ​ — ​ ​ ( 46.3 ) Stock-based compensation ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ 19.4 ​ ​ — ​ ​ — ​ ​ 19.4 Balances June 30, 2022 ​ 51,682,060 ​ $ 0.6 ​ 5,168,206 ​ 51,682,060 ​ $ 0.1 ​ $ 4,835.7 ​ $ ( 80.2 ) ​ $ ( 7,083.0 ) ​ $ ( 2,326.8 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 226.9 ) ​ ​ ( 226.9 ) Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 26.0 ) ​ ​ — ​ ​ ( 26.0 ) Share issuance ​ — ​ ​ — ​ 27,000 ​ 270,000 ​ ​ — ​ ​ 4.3 ​ ​ — ​ ​ — ​ ​ 4.3 Stock-based compensation ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 3.6 ) ​ ​ — ​ ​ — ​ ​ ( 3.6 ) Balances September 30, 2022 ​ 51,682,060 ​ $ 0.6 ​ 5,195,206 ​ 51,952,060 ​ $ 0.1 ​ $ 4,836.4 ​ $ ( 106.2 ) ​ $ ( 7,309.9 ) ​ $ ( 2,579.0 ) (1) Includes 4,165 Common Stock shares and 4,165 AMC Preferred Equity Units awarded to Board of Directors, 279,985 vested Common Stock RSUs and PSUs, and 279,985 vested AMC Preferred Equity Units RSUs and PSUs. ​ ​ ​ ​ ​ ​ 26 Table of Contents ​ NOTE 8—INCOME TAXES The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. The Company is using a discrete income tax calculation for the three and nine months ended September 30, 2023 due to the lingering effects of the COVID-19 pandemic and ongoing labor stoppages on the industry. Historically, for interim financial reporting, the Company estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any. The Company will return to the historic approach of computing quarterly tax expense based on an annual effective rate in the future interim period when more reliable estimates of annual income become available. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state, and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others. A valuation allowance is recorded against the Company’s U.S. deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria. The effective tax rate for the nine months ended September 30, 2023 reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the period. The actual effective rate for the nine months ended September 30, 2023 was ( 2.2 )%. The Company’s consolidated tax rate for the nine months ended September 30, 2023 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items. At September 30, 2023 and December 31, 2022, the Company has recorded net deferred tax liabilities of $ 32.8 million and $ 32.1 million, respectively. Utilization of the Company’s net operating loss carryforwards, disallowed business interest carryforwards and other tax attributes became subject to the Section 382 ownership change limitation due to changes in the Company’s stock ownership on January 27, 2021. The Company does not believe, however, that tax attributes generated prior to this event are significantly impacted by Section 382. ​ 27 Table of Contents NOTE 9—FAIR VALUE MEASUREMENTS ​ Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. ​ ​ Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at September 30, 2023 Using ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Total Carrying Quoted prices in Significant other unobservable ​ ​ Value at ​ active market ​ observable inputs ​ inputs (In millions) ​ September 30, 2023 ​ (Level 1) ​ (Level 2) ​ (Level 3) Other long-term assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment in Hycroft warrants ​ $ 3.8 ​ $ — ​ $ — ​ $ 3.8 Marketable equity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment in Hycroft ​ ​ 7.0 ​ ​ 7.0 ​ ​ — ​ ​ — Total assets at fair value ​ $ 10.8 ​ $ 7.0 ​ $ — ​ $ 3.8 ​ Valuation Techniques. The equity method investment in Hycroft was measured at fair value using Hycroft’s stock price at the date of measurement. To estimate the fair value of the Company’s investment in Hycroft warrants, the Company valued the warrants using the Black Scholes pricing model. Such judgments and estimates included estimates of volatility of 114.9 % and discount rate of 4.8 %. The discount rate is based on the treasury yield that matches the term as of the measurement date. Other inputs included the term of 3.5 years, exercise price of $ 1.068 and Hycroft’s stock price at the date of measurement. There is considerable management judgment with respect to the inputs used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. See Note 5 — Investments for further information regarding the investments in Hycroft. Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at September 30, 2023 Using ​ ​ ​ ​ Significant other Significant ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ ​ Value at ​ active market ​ inputs ​ inputs (In millions) ​ September 30, 2023 ​ (Level 1) ​ (Level 2) ​ (Level 3) Current maturities of corporate borrowings ​ $ 20.0 ​ $ — ​ $ 16.2 ​ $ — Corporate borrowings ​ 4,750.4 ​ — ​ 3,542.5 ​ ​ — ​ Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 6 — Corporate Borrowings and Finance Lease Liabilities for further information. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. 28 Table of Contents ​ NOTE 10—OPERATING SEGMENTS ​ The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark. On December 30, 2022, the Company entered into an agreement to sell its 10.0 % investment Saudi Cinema Company, LLC for SAR 112.5 million ($ 30.0 million), subject to certain closing conditions. On January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. See Note 5—Investments for further information. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs® membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments. Below is a breakdown of select financial information by reportable operating segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended Revenues (In millions) September 30, 2023 ​ September 30, 2022 ​ September 30, 2023 September 30, 2022 U.S. markets ​ $ 1,063.9 ​ $ 753.3 ​ $ 2,855.8 $ 2,224.3 International markets ​ ​ 342.0 ​ ​ 215.1 ​ ​ 852.4 ​ 696.2 Total revenues ​ $ 1,405.9 ​ $ 968.4 ​ $ 3,708.2 $ 2,920.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended Adjusted EBITDA (In millions) September 30, 2023 September 30, 2022 ​ September 30, 2023 September 30, 2022 U.S. markets ​ $ 150.6 ​ $ 1.2 ​ $ 336.3 ​ $ 52.2 International markets ​ ​ 43.1 ​ ​ ( 14.1 ) ​ ​ 47.0 ​ ​ ( 20.1 ) Total Adjusted EBITDA (1) ​ $ 193.7 ​ $ ( 12.9 ) ​ $ 383.3 ​ $ 32.1 (1) The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is broadly consistent with how Adjusted EBITDA is defined in the Company’s debt indentures. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended Capital Expenditures (In millions) September 30, 2023 September 30, 2022 ​ September 30, 2023 September 30, 2022 U.S. markets ​ $ 40.8 ​ $ 40.1 ​ $ 112.2 ​ $ 91.5 International markets ​ ​ 16.7 ​ ​ 14.4 ​ ​ 41.3 ​ ​ 38.2 Total capital expenditures ​ $ 57.5 ​ $ 54.5 ​ $ 153.5 ​ $ 129.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of Long-term assets, net (In millions) ​ September 30, 2023 ​ December 31, 2022 U.S. markets ​ $ 5,854.1 ​ $ 6,135.9 International markets ​ ​ 1,958.9 ​ ​ 2,097.6 Total long-term assets (1) ​ $ 7,813.0 ​ $ 8,233.5 (1) Long-term assets are comprised of property, net, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets. ​ 29 Table of Contents The following table sets forth a reconciliation of net loss to Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 September 30, 2023 ​ September 30, 2022 Net earnings (loss) ​ $ 12.3 ​ $ ( 226.9 ) ​ $ ( 214.6 ) ​ $ ( 685.9 ) Plus: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision ​ 2.3 ​ 1.8 ​ 4.6 ​ 2.5 Interest expense ​ 103.7 ​ 95.7 ​ 307.4 ​ 278.4 Depreciation and amortization ​ 88.7 ​ 96.9 ​ 279.1 ​ 293.0 Certain operating expense (1) ​ 3.8 ​ 4.3 ​ 4.0 ​ 10.5 Equity in (earnings) loss of non-consolidated entities ​ ( 3.1 ) ​ ( 2.8 ) ​ ( 5.3 ) ​ 3.3 Cash distributions from non-consolidated entities (2) ​ 2.2 ​ 3.4 ​ 3.9 ​ 5.0 Attributable EBITDA (3) ​ ​ 1.4 ​ ​ 0.1 ​ ​ 1.6 ​ ​ 0.1 Investment expense (income) (4) ​ ( 3.0 ) ​ 18.3 ​ ( 11.4 ) ​ 12.2 Other expense (income) (5) ​ ( 14.1 ) ​ 6.2 ​ ( 1.4 ) ​ 110.9 Other non-cash rent benefit (6) ​ ​ ( 8.4 ) ​ ​ ( 6.6 ) ​ ​ ( 27.0 ) ​ ​ ( 20.6 ) General and administrative — unallocated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Merger, acquisition and other costs (7) ​ 0.7 ​ 0.3 ​ 1.5 ​ 0.4 Stock-based compensation expense (8) ​ 7.2 ​ ( 3.6 ) ​ 40.9 ​ 22.3 Adjusted EBITDA ​ $ 193.7 ​ $ ( 12.9 ) ​ $ 383.3 ​ $ 32.1 (1) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets and other non-operating gains or losses included in operating expenses. The Company has excluded these items as they are non-cash in nature or are non-operating in nature. (2) Includes U.S. non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations. (3) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of the Company’s equity in loss of non-consolidated entities to attributable EBITDA. Because these equity investments in theatre operators are in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and the Company’s gift card and package ticket program. ​ 30 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) ​ September 30, 2023 ​ September 30, 2022 September 30, 2023 ​ September 30, 2022 Equity in (earnings) loss of non-consolidated entities ​ $ ( 3.1 ) ​ $ ( 2.8 ) ​ $ ( 5.3 ) ​ $ 3.3 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures ​ ​ ( 2.1 ) ​ ​ ( 3.5 ) ​ ​ ( 4.7 ) ​ ​ ( 3.1 ) Equity in earnings (loss) of International theatre joint ventures ​ ​ 1.0 ​ ​ ( 0.7 ) ​ ​ 0.6 ​ ​ ( 6.4 ) Income tax provision (benefit) ​ ​ 0.1 ​ ​ 0.1 ​ ​ ( 0.1 ) ​ ​ 0.1 Investment expense (income) ​ ​ ( 0.2 ) ​ ​ — ​ ​ ( 0.1 ) ​ ​ 0.2 Interest expense ​ ​ 0.1 ​ ​ — ​ ​ 0.2 ​ ​ — Impairment of long-lived assets ​ ​ — ​ ​ — ​ ​ — ​ ​ 4.2 Depreciation and amortization ​ ​ 0.4 ​ ​ 0.7 ​ ​ 1.0 ​ ​ 2.0 Attributable EBITDA ​ $ 1.4 ​ $ 0.1 ​ $ 1.6 ​ $ 0.1 ​ (4) Investment expense (income) during the three months ended September 30, 2023 primarily includes appreciation in estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.1 ) million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.8 million and interest income of $( 3.7 ) million. During the three months ended September 30, 2022, investment expense (income) included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 11.8 million, deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 7.7 million, and $ 1.6 million decline in estimated fair value of the Company’s investment in NCM Common Units, partially offset by interest income of $( 2.8 ) million. Investment expense (income) during the nine months ended September 30, 2023 includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 5.4 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 5.4 million, $ 1.8 million of expense for NCM Common Units, $( 15.5 ) million gain on the sale of the Company’s investment in Saudi Cinema Company, LLC and interest income of $( 8.5 ) million. During the nine months ended September 30, 2022, investment expense (income) included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 10.8 million, $ 11.1 million decline in estimated fair value of the Company’s investment in NCM Common Units, partially offset by appreciation in estimated fair value of the Company’s investment to purchase common shares of Hycroft of $( 7.4 ) million and interest income of $( 3.3 ) million. (5) Other expense (income) during the three months ended September 30, 2023 includes a non-cash litigation adjustment of $( 16.1 ) million, income related to foreign currency transaction losses of $ 12.8 million and gains on debt extinguishment of $( 10.8 ) million. During the three months ended September 30, 2022, other expense (income) included foreign currency transaction losses of $ 6.3 million. Other expense (income) during the nine months ended September 30, 2023 includes a non-cash litigation charge of $ 99.3 million, partially offset by gains on debt extinguishment of $( 97.5 ) million and foreign currency transaction gains of $( 3.2 ) million. During the nine months ended September 30, 2022, other expense (income) included loss on debt extinguishment of $ 96.4 million and foreign currency transaction losses of $ 14.7 million. (6) Reflects amortization expense for certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842, Leases and deferred rent benefit related to the impairment of right-of-use operating lease assets. ​ (7) Merger, acquisition and other costs are excluded as they are non-operating in nature. ​ (8) Non-cash or non-recurring expense included in general and administrative: other. ​ 31 Table of Contents ​ NOTE 11—COMMITMENTS AND CONTINGENCIES The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods. On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al., Case No. 1:18-cv-00299-AJN (the “Hawaii Action”), and Nichols v. AMC Entertainment Holdings, Inc., et al., Case No. 1:18-cv-00510-AJN (the “Nichols Action,” and together with the Hawaii Action, the “Actions”), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York. The Actions, which named certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures. On May 30, 2018, the court consolidated the Actions. On January 22, 2019, defendants moved to dismiss the Second Amended Class Action Complaint. On September 23, 2019, the court granted the motion to dismiss in part and denied it in part. On March 2, 2020, plaintiffs moved to certify the purported class. On March 30, 2021, the court granted the motion to certify the class. On September 2, 2021, the parties reached an agreement in principle to resolve the Actions for $ 18.0 million. The Company agreed to the settlement and the payment of the settlement amount to eliminate the distraction, burden, expense, and uncertainty of further litigation. The Company and the other defendants continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Actions. On November 1, 2021, the parties to the Actions signed a stipulation of settlement, which memorialized the terms of the agreement in principle, and which the plaintiffs filed with the court. Also on November 1, 2021, plaintiffs filed a motion to preliminarily approve the settlement. On November 8, 2021, the court preliminarily approved the settlement, approved the form of notice to be disseminated to class members, and scheduled a final fairness hearing on the settlement for February 10, 2022. On February 14, 2022, the court issued a final judgment approving the settlement and dismissing the action. On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. , Case No. 2:18-cv-02262-JAR-TJJ (the “Gantulga Action”), was filed against certain of the Company’s officers and directors in the U.S. District Court for the District of Kansas. The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions. On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S. District Court for the Southern District of New York, which the court granted on October 15, 2018. When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v. Aron, et al. , Case No. 1:18-cv-10007-AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018. The stay was lifted as of February 9, 2022. On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron , et al., Case No. 1:19-cv-09148-AJN (the “Kenna Action”), was filed in the U.S. District Court for the Southern District of New York. The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019. On April 20, 2020, the plaintiff filed an amended complaint. The Kenna Action asserts claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action. The stay was lifted as of February 9, 2022. 32 Table of Contents On March 20, 2020, a stockholder derivative complaint, captioned Manuel v. Aron, et al ., Case No. 1:20-cv-02456-AJN (the “Manuel Action”), was filed in the U.S. District Court for the Southern District of New York. The Manuel Action asserts claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action. The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020. On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v. Aron, et al ., Case No. 1:20-cv-02870-AJN (the “Dinkevich Action”), was filed in the U.S. District Court for the Southern District of New York. The Dinkevich Action asserts the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action. The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020. On January 11, 2022, the court lifted the stay. On September 23, 2021, a stockholder derivative complaint, captioned Lyon v. Aron, et al. , Case No. 1:21-cv-07940-AJN (the “Lyon Action”), was filed in the U.S. District Court for the Southern District of New York against certain of the Company’s current and former officers and directors. The Lyon Action asserts claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action. On January 14, 2022, defendants moved to dismiss the complaint. On March 21, 2023, the court granted defendants’ motion to dismiss. On June 14, 2023, the parties to the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions signed a stipulation of settlement, which subject to the approval of the court, will resolve those actions. As consideration for the proposed settlement, the Company agreed to certain corporate governance reforms. The Company also agreed to the payment of a $ 1.0 million fee and expense award to the plaintiffs’ attorneys to be paid by the Company’s director’s and officer’s insurance carriers. Defendants agreed to the settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation. Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damages with respect to the matters alleged in the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions. On June 23, 2023, plaintiffs filed a motion to preliminarily approve the settlement. On October 6, 2023, the Court preliminarily approved the proposed settlement as being fair, reasonable, and adequate, and scheduled a telephonic hearing for December 18, 2023 at 11:00 a.m. eastern time, to, among other things, consider whether to approve the proposed settlement. On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Board investigate the allegations in the Actions and pursue claims on the Company’s behalf based on those allegations. On May 5, 2020, the Board determined not to pursue the claims sought in the demand at that time. On July 15, 2020, the Company received a second stockholder litigation demand requesting substantially the same action as the stockholder demand it received on December 31, 2019. On September 23, 2020, the Board determined not to pursue the claims sought in the demand at that time. 33 Table of Contents On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd. , et al., C.A. No. 2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery. The Lao Action asserted claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of common stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018. On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action. On January 8, 2021, the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action. On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17.4 million (the “Settlement Amount”). Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action. On September 28, 2022, the court held a hearing to consider whether to approve the proposed settlement. At the hearing, the court requested a supplemental notice to stockholders prior to approval. A second hearing regarding approval of the settlement was held on November 30, 2022. Following the hearing, also on November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action. The order and final judgment included a fee and expense award to Plaintiff’s counsel in the amount of $ 3.4 million to be paid out of the Settlement Amount. On January 6, 2023, the remainder of the Settlement Amount of $ 14.0 million was paid to the Company. The Company recorded the settlement as a gain in other income once all contingencies were resolved during the nine months ended September 30, 2023. On December 27, 2022, the Company received a letter from a purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del. C . § 220 in order to investigate allegations concerning: (i) the proposal that was approved by the Board on January 27, 2021 to amend the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s Common Stock; (ii) the Company’s creation, distribution, and/or sale of AMC Preferred Equity Units (APEs); (iii) the Antara Transactions; (iv) the special meeting of the holders of the Company’s Common Stock and APEs held March 14, 2023 for the purpose of voting on amendments to the Company’s Certificate of Incorporation that, together, would enable APEs to convert into shares of the Company’s Common Stock: and (v) the independence of the members of the Board (the “December 27, 2022 Demand”). On January 4, 2023, the Company rejected the December 27, 2022 Demand. On February 7, 2023, without conceding the propriety of the December 27, 2022 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the December 27, 2022 Demand to inspect certain of the Company’s books and records concerning the subject matter of December 27, 2022 Demand. On February 6, 2023, the Company received a letter from another purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del. C . § 220 in order to investigate allegations similar to those made in the December 27, 2022 Demand (the “February 6, 2023 Demand” and, together with the December 27, 2022 Demand, the “Books and Records Demands”). On February 13, 2023, the Company rejected the February 6, 2023 Demand. Also, on February 13, 2023, without conceding the propriety of the February 6, 2023 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the February 6, 2023 Demand to inspect the same books and records that it allowed the stockholder who made the December 27, 2022 Demand to inspect. On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v. AMC Entertainment Holdings, Inc., et al., C.A No. 2023-0215-MTZ (Del. Ch.) (the “Allegheny Action”), and Munoz v Adam M. Aron, et al., C.A. No. 2023-0216-MTZ (Del. Ch.) (the “Munoz Action”) and which have been subsequently consolidated into In re AMC Entertainment Holdings, Inc. Stockholder Litigation C.A. No. 2023-0215-MTZ (Del. Ch.) (the “Shareholder Litigation”). The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del. C . § 242 against those directors and the Company, arising out of the Company’s creation of the APEs, the Antara Transactions, and the Charter Amendments. The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserted a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action. The Allegheny Action sought a declaration that the issuance of the APEs violated 8 Del. C . § 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendments 34 Table of Contents or that the APEs be enjoined from voting on the Charter Amendments, and an award of money damages. The Munoz Action sought to enjoin the APEs from voting on the Charter Amendments. On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ then-anticipated preliminary injunction motion for April 27, 2023 (the “Status Quo Order”). On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted. Pursuant to the term sheet, the Company agreed to make a non-cash settlement payment to record holders of Common Stock as of the time (the “Settlement Class Time”) at which the Reverse Stock Split would be effective (and after giving effect to the Reverse Stock Split) of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders. The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendments. The defendants agreed to the settlement and the payment of the Settlement Payment solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Shareholder Litigation. On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order. On April 5, 2023, the court denied the motion to lift the Status Quo Order. On April 27, 2023, the parties jointly filed a Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Stipulation”) with the court, which fully memorialized the settlement that the parties agreed to in the term sheet. On June 29–30, 2023, the court held a settlement hearing to consider whether to approve the settlement as outlined in the Settlement Stipulation. On July 21, 2023, the court issued an opinion which, citing issues with the scope of the release sought under the proposed settlement, declined to approve the settlement as presented. On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum. On July 24, 2023, the court responded to the parties’ July 22, 2023 filings requesting additional submissions in relation to the proposed settlement. The Company provided the additional requested submissions to the court on July 26, 2023. On August 11, 2023, the court approved the settlement of the Shareholder Litigation and lifted the Status Quo Order. On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments effective as of August 24, 2023. The Reverse Stock Split occurred on August 24, 2023, the conversion of APEs into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023. On September 15, 2023, the Court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice. On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal to the settlement. In connection with the Settlement Payment, the Company recorded a $ 110.1 million charge to other expense during the nine months ended September 30, 2023. The charge was based on the estimated fair value of $ 99.3 million for the Settlement Payment and $ 10.8 million of legal fees, net of probable insurance recoveries. The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ equity. The legal fee liabilities are included in accrued expenses and other liabilities or accounts payable within the condensed consolidated balance sheets. On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v. AMC Entertainment Holdings, Inc. , C.A. No. 2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery. The Simons Action asserts claims for a declaratory judgment, injunctive relief, and breach of contract, and alleges that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that govern the APEs prior to the conversion of the APEs into Common Stock. On September 12, 2023, the Company filed a motion to dismiss the Complaint. ​ 35 Table of Contents On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment. The insurance recovery action is captioned, AMC Entertainment Holdings, Inc. v. XL Specialty Insurance Co., et al ., Case No. N23C-05-045 AML CCLD (Del. Super. May 4, 2023) (the “Coverage Action”). In the suit, AMC seeks to collect coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10 million deductible. The primary insurer in the Coverage Action has paid its full $ 5 million limit to reimburse the Company for its payment of the class counsel fee award. The remainder of the insurers contest whether they owe coverage for the Settlement Payment, claiming it does not constitute a “Loss” under their insurance policies. AMC may have claims for coverage from additional insurers as well, however, those insurers’ policies contain mandatory arbitration provisions, so they have not been included in the Coverage Action. On October 6, 2023, an action captioned Matthew, et al. v. Citigroup Global Markets, et al. , Case No. 1:23-cv-12302-FDS (the “Matthew Action”), was filed in the U.S. District Court for the District of Massachusetts. The Matthew Action names the Company as a nominal defendant, but does not seek any relief on behalf of the Company. ​ NOTE 12—EARNINGS (LOSS) PER SHARE ​ On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4. On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one -tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding. Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares. Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable PSUs that have service and performance conditions, if dilutive. 36 Table of Contents The following table sets forth the computation of basic and diluted earnings (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended (In millions) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) for basic earnings (loss) per share ​ $ 12.3 ​ $ ( 226.9 ) ​ $ ( 214.6 ) ​ $ ( 685.9 ) Net earnings (loss) for diluted earnings (loss) per share ​ $ 12.3 ​ $ ( 226.9 ) ​ $ ( 214.6 ) ​ $ ( 685.9 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic earnings (loss) per common share ​ 162,424 ​ 103,369 ​ 150,465 ​ 103,306 Common equivalent shares for RSUs and PSUs ​ 183 ​ — ​ — ​ — Weighted average shares for diluted earnings (loss) per common share ​ ​ 162,607 ​ ​ 103,369 ​ ​ 150,465 ​ ​ 103,306 Basic earnings (loss) per common share ​ $ 0.08 ​ $ ( 2.20 ) ​ $ ( 1.43 ) ​ $ ( 6.64 ) Diluted earnings (loss) per common share ​ $ 0.08 ​ $ ( 2.20 ) ​ $ ( 1.43 ) ​ $ ( 6.64 ) ​ Vested RSUs and PSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. Unvested RSUs of 467,353 and 548,419 for the three and nine months ended September 30, 2023, respectively were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive. Unvested RSUs of 542,815 for the three and nine months ended September 30, 2022 were not included in the computation of diluted loss per share because they would be anti-dilutive. Unvested PSUs are subject to performance conditions and are included in diluted earnings per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period. Unvested PSUs of 192,052 and 294,251 for the three and nine months ended September 30, 2023, respectively were not included in the computation of diluted earnings (loss) per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive. Unvested PSUs of 283,809 at certain performance targets for the three and nine months ended September 30, 2022, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive. ​ ​