What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-08 · 310 added, 575 removed, 583 unchanged (60% of the section changed)

3 unchanged sentences

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

March 31, 2024

March 31, 2023

Food and beverage

10 unchanged sentences

Operating costs and expenses

Operating income (loss)

Operating loss

Other expense, net:

4 unchanged sentences

Non-cash NCM exhibitor services agreement

Equity in (earnings) loss of non-consolidated entities

Investment expense (income)

Investment income

Total other expense, net

Net earnings (loss) before income taxes

Net loss before income taxes

Income tax provision

Net earnings (loss)

Net earnings (loss) per share:

Net loss per share:

Basic and diluted

Average shares outstanding:

Basic (in thousands)

Diluted (in thousands)

Basic and diluted (in thousands)

See Notes to Condensed Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Net earnings (loss)

Other comprehensive income (loss):

March 31, 2024

March 31, 2023

Other comprehensive loss:

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain arising during the period

Other comprehensive income (loss)

Total comprehensive income (loss)

Net loss (gain) arising during the period

Other comprehensive loss

Total comprehensive loss

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In millions, except share data)

September 30, 2023

March 31, 2024

December 31, 2023

29 unchanged sentences

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

no shares issued and outstanding as of March 31, 2024, and December 31, 2023

Class A common stock ($ .01 par value, 550,000,000 shares authorized;

198,356,898 shares issued and outstanding as of September 30, 2023;

263,604,984 shares issued and outstanding as of March 31, 2024;

550,000,000 authorized;

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(In millions)

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

(Gain) loss on extinguishment of debt

Gain on extinguishment of debt

Deferred income taxes

Unrealized loss (gain) on investments in Hycroft

Unrealized loss on investments in Hycroft

Amortization of net premium on corporate borrowings to interest expense

2 unchanged sentences

Gain on disposition of Saudi Cinema Company

Equity in loss (gain) from non-consolidated entities, net of distributions

Equity in earnings from non-consolidated entities, net of distributions

Landlord contributions

1 unchanged sentence

Deferred rent

Net periodic benefit cost (income)

Net periodic benefit cost

Non-cash shareholder litigation expense

5 unchanged sentences

Capital expenditures

Acquisition of theatre assets

Proceeds from disposition of Saudi Cinema Company

Proceeds from disposition of long-term assets

Proceeds from sale of securities

Investments in non-consolidated entities, net

Net cash used in investing activities

1 unchanged sentence

Repurchase of Senior Subordinated Notes due 2026

Proceeds from issuance of First Lien Notes due 2029

Principal payments under First Lien Notes due 2025

Principal payments under First Lien Notes due 2026

Principal payments under First Lien Toggle Notes due 2026

Premium paid to extinguish First Lien Notes due 2025

Premium paid to extinguish First Lien Notes due 2026

Premium paid to extinguish First Lien Toggle Notes due 2026

Repurchase of Second Lien Notes due 2026

Scheduled principal payments under Term Loan due 2026

Net proceeds from equity issuances

Net (disbursements) proceeds from equity issuances

Principal payments under finance lease obligations

Cash used to pay for deferred financing costs

Cash used to pay dividends

Taxes paid for restricted unit withholdings

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents and

restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

4 unchanged sentences

Schedule of non-cash activities:

Investment in NCM

Construction payables at period end

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

March 31, 2024

NOTE 1—BASIS OF PRESENTATION

2 unchanged sentences

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.

The condensed consolidated financial statements include the accounts of Holdings and all subsidiaries and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2023.

All significant intercompany balances and transactions have been eliminated in consolidation.

The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S.

markets and International markets.

The accompanying condensed consolidated balance sheet as of December 31, 2023, 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.

Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Reverse Stock Split .

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Class A common stock (“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 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.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 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.

On August 25, 2023, all of the Company’s outstanding AMC Preferred Equity Units converted into shares of Common Stock.

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.

As of March 31, 2024, the Company was subject to a minimum liquidity requirement of $ 100.0 million as a condition to the financial covenant suspension period under the Credit Agreement.

As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility.

The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement.

The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement.

The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.

As of March 31, 2024, the Company had $ 9.2 million of letters of credit outstanding under the Senior Secured Revolving Credit Facility.

The Company has entered into a new letter of credit facility in order to continue to provide letters of credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.

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-19 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.

North American box office grosses were down approximately 32 % for the three months ended March 31, 2024, compared to the three months ended March 31, 2019.

Until such time as the Company is able to achieve sustainable net positive operating cash flow, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.

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.

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.

Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild – American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and have had, and are expected to continue to have, a negative impact in 2024 on the 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.

The Company expects, from time to time, to continue to 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.

During the three months ended March 31, 2024, the Company executed a debt for equity exchange transaction.

This transaction was treated as an early extinguishment of the debt.

In accordance with ASC 470-50-40-3 the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged.

The below table summarizes the debt for equity exchange.

See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

(In millions, except for share data)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875 % Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

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.

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.

As of March 31, 2024, cash and cash equivalents for the U.S.

markets and International markets were $ 511.0 million and $ 113.2 million respectively, and as of December 31, 2023, cash and cash equivalents were $ 752.3 million and $ 132.0 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.

Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company’s insurance and utilities programs.

The following table provides a reconciliation of cash and 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.

(In millions)

September 30, 2023

March 31, 2024

December 31, 2023

2 unchanged sentences

Total cash and cash equivalents and restricted cash in the statement of cash flows

As of March 31, 2024, restricted cash for the U.S.

markets and International markets were $ 10.1 million and $ 26.4 million, respectively.

As of December 31, 2023, restricted cash for the U.S.

markets and International markets were $ 0 and $ 27.1 million, respectively.

Accumulated Other Comprehensive Loss.

4 unchanged sentences

Other comprehensive loss

Balance September 30, 2023

Balance March 31, 2024

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.

Accumulated depreciation was $ 3,152.4 million and $ 3,109.8 million as of March 31, 2024, and December 31, 2023, respectively, related to property.

Accumulated amortization of intangible assets was $ 7.5 million and $ 7.3 million as of March 31, 2024, and December 31, 2023, respectively.

Other Expense (Income).

1 unchanged sentence

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

Governmental assistance due to COVID-19 - International markets

Governmental assistance due to COVID-19 - U.S.

March 31, 2024

March 31, 2023

Foreign currency transaction (gains) losses

Non-operating components of net periodic benefit cost (income)

Non-operating components of net periodic benefit cost

Gain on extinguishment - Senior Subordinated Notes due 2026

Loss on extinguishment - First Lien Notes due 2025

Loss on extinguishment - First Lien Notes due 2026

Loss on extinguishment - First Lien Toggle Notes due 2026

Gain on extinguishment - Second Lien Notes due 2026

Equity in earnings of non-consolidated entities

Derivative stockholder settlement

Shareholder litigation

Business interruption insurance recoveries

Vendor dispute settlement

Other settlement proceeds

Total other expense (income)

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

1 unchanged sentence

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.

Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index or 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.

1 unchanged sentence

Equipment leases primarily consist of sight and sound and food and beverage equipment.

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:

September 30,

(In millions)

in deferred amounts

Fixed operating lease deferred amounts (1)

Finance lease deferred amounts

Variable lease deferred amounts

Total deferred lease amounts

(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,

(In millions)

17 unchanged sentences

Cash flow and supplemental information is presented below:

Nine Months Ended

September 30,

Three Months Ended

(In millions)

8 unchanged sentences

(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

The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2024:

Weighted Average

4 unchanged sentences

Finance leases

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:

Minimum annual payments and the net present value thereof as of March 31, 2024, are as follows:

Operating Lease

1 unchanged sentence

(In millions)

Three months ending December 31, 2023 (1)

Nine months ending December 31, 2024

Total lease payments

1 unchanged sentence

Total operating and finance lease liabilities, respectively

(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

Total deferred lease amounts recorded in accounts payable

(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)

Three months ended December 31, 2023

Total deferred lease amounts

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.

As of March 31, 2024, the Company had signed additional operating lease agreements for two theatres that have not yet commenced.

These leases have terms ranging from 15 to 20 years and total lease payments of approximately $ 59.5 million.

The timing of the lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

During the three months ended March 31, 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.

3 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

Major revenue types

5 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

Timing of revenue recognition

3 unchanged sentences

(1) Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables, net and deferred revenues and income:

The following tables provide the balances of receivables, net and deferred revenues and income as of March 31, 2024, and December 31, 2023:

(In millions)

September 30, 2023

March 31, 2024

December 31, 2023

4 unchanged sentences

(In millions)

September 30, 2023

March 31, 2024

December 31, 2023

19 unchanged sentences

Foreign currency translation adjustment

Balance September 30, 2023

(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.

Balance March 31, 2024

(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.

(2) Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs.

(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs.

(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty program membership fees.

The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:

3 unchanged sentences

Balance December 31, 2023

Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance September 30, 2023

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance March 31, 2024

(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.

1 unchanged sentence

NCM Bankruptcy .

On April 11, 2023, National CineMedia, LLC filed a petition under Chapter 11 of the U.S.

On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S.

Bankruptcy Code in the Southern District of Texas.

6 unchanged sentences

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.

The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of March 31, 2024 was $ 299.4 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.

As of March 31, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 73.3 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.

Subscription membership fees and loyalty membership fees are recognized ratably over their respective membership periods.

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:

The following table summarizes the changes in goodwill by reporting unit for the three months ended March 31, 2024:

International

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Currency translation adjustment

Balance September 30, 2023

Balance March 31, 2024

NOTE 5—INVESTMENTS

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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.

The Company recorded a gain on the sale of $ 15.5 million in investment income during the three months ended March 31, 2023.

Investments in non-consolidated affiliates as of March 31, 2024 include interests in Digital Cinema Distribution Coalition, LLC of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, owner of Screenvision, of 18.4 %, Digital Cinema Media Ltd.

(“DCM”) of 50.0 %, Handelsbolaget Svenska Bio Lidingo of 50.0 %, Bergen Kino AS for 49.0 %, Odeon Kino Stavanger/Sandnes AS of 49.0 %, Capa Kinoreklame AS (“Capa”) of 50.0 % and Vasteras Biografer (“Vasteras”) of 50.0 %.

The Company also has partnership interests in four U.S.

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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.

During the three months ended March 31, 2024 and March 31, 2023, the Company recorded equity in earnings of non-consolidated entities of $( 3.7 ) million and $( 1.4 ) million, respectively.

Related Party Transactions

The Company recorded the following related party transactions with equity method investees:

(In millions)

March 31, 2024

December 31, 2023

Due from DCM for on-screen advertising revenue

Loan receivable from DCM

Due to AC JV for Fathom Events programming

Loan receivable from Vasteras

Due from Capa for on-screen advertising revenue

Due to Vasteras

theatre partnerships

Three Months Ended

(In millions)

Consolidated Statements of Operations

March 31, 2024

March 31, 2023

DCM screen advertising revenues

Other revenues

DCDC content delivery services

Operating expense

Gross exhibition cost on AC JV Fathom Events programming

Film exhibition costs

Screenvision screen advertising revenues

Other revenues

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.

The Company holds 2.4 million units of Hycroft Mining Holding Corporation (NASDAQ:

HYMC) (“Hycroft”), with each unit consisting of one common share of Hycroft and one common share purchase warrant.

Each warrant is exercisable for one common share of Hycroft at a price of $ 10.68 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 preceding amounts have been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

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.

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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.

During the three months ended March 31, 2024 and March 31, 2023, the Company recorded unrealized loss in investment income of $ 1.0 million and $ 4.6 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.

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(In millions)

September 30, 2023

March 31, 2024

December 31, 2023

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)

Senior Secured Credit Facility-Term Loan due 2026 ( 8.435 % as of March 31, 2024 and 8.474 % as of December 31, 2023)

12.75 % Odeon Senior Secured Notes due 2027

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Subordinated Debt:

6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of September 30, 2023)

6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of March 31, 2024)

5.75 % Senior Subordinated Notes due 2025

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(1) The following table provides the net premium (discount) amounts of corporate borrowings:

September 30,

(In millions)

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12.75 % Odeon Senior Secured Notes due 2027

6.375 % Senior Subordinated Notes due 2024

The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2023:

The following table provides the principal payments required and maturities of corporate borrowing as of March 31, 2024:

(In millions)

Three months ended December 31, 2023

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:

Nine months ended December 31, 2024

Debt Repurchases and Exchanges

During the three months ended March 31, 2024, the Company executed a debt for equity exchange transaction.

This transaction was treated as an early extinguishment of debt.

In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged.

The below table summarizes the debt for equity exchange.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

The below table summarizes the cash debt repurchase transactions during the three months ended March 31, 2023, including related party transactions with Antara:

Aggregate Principal

Reacquisition

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Total debt repurchases

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.

See Note 7—Stockholders’ Deficit 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.

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.

As of March 31, 2024, the Company was subject to a minimum liquidity requirement of $ 100.0 million as a condition to the financial covenant suspension period under the Credit Agreement.

The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement.

The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement.

The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.

NOTE 7—STOCKHOLDERS’ DEFICIT

Reverse Stock Split

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.

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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.

On August 25, 2023, all of the Company’s outstanding AMC Preferred Equity Units converted into shares of Common Stock.

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.

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.

During the three months ended March 31, 2023, the Company raised gross proceeds of approximately $ 80.3 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $ 2.0 million and $ 7.8 million, respectively, through its at-the-market offering of approximately 4.9 million shares of its AMC Preferred Equity Units.

The Company paid $ 6.8 million of other third-party issuance costs during the three months ended March 31, 2023.

Antara Transactions

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.

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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:

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”);

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”);

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.

§ 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.

Charter Amendments and AMC Preferred Equity Unit Conversion

AMC Preferred Equity Units

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.

On August 25, 2023, all outstanding AMC Preferred Equity Units were converted to Common Stock.

As of March 31, 2024, the Company has 50,000,000 authorized shares of preferred stock available for issuance.

Stock-Based Compensation

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

9 unchanged sentences

Total stock-based compensation expense

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.

As of March 31, 2024, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 10.9 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.

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.

On February 22, 2024, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards.

This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both targets.

This modification resulted in the immediate additional vesting of 478,055 2023 Trance Year PSUs ( 21,829 cash settled units and 456,226 equity settled units).

This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs.

During the three months ended March 31, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.

On February 23, 2023, the Compensation Committee approved special awards in lieu of vesting of the 2022 Tranche Year PSU awards.

The special awards were accounted for as modification to the 2022 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both targets.

This modification resulted in the immediate additional vesting of 238,959 Common Stock PSUs and 238,959 AMC Preferred Equity Unit 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.

During the three months ended March 31, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.

Awards Granted in 2024

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”).

Performance Stock Unit Awards:

In 2023 and 2022 the Compensation Committee awarded PSUs to certain members of management and executive officers, with the PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year with 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.

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 Adjusted EBITDA performance target and the free cash flow performance target.

The PSUs will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or 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:

The equity classified 2023 PSU award grant date fair value for the 2024 Tranche Year award of 105,357 units was $ 0.5 million and the equity classified 2022 PSU award grant date fair value for the 2024 Tranche Year award of 44,081 units was $ 0.2 million, measured using performance targets at 100 %.

Liability Classified Awards

Certain PSUs are expected to be settled in cash and accordingly have been classified as liabilities within accrued expenses and other liabilities in the condensed consolidated balance sheets.

The liability classified 2023 and 2022 PSU awards for the 2024 Tranche Year were also granted when the annual performance targets were set.

The vesting requirements and vesting periods are identical to the equity classified awards described above.

The Company recognizes expenses 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 March 31, 2024, there were 58,101 nonvested underlying Common Stock RSUs and PSUs related to awards classified as liabilities.

There are 43,524 nonvested underlying Common Stock RSUs and PSUs (2024 Tranche Year) that are currently classified as liabilities and 14,577 nonvested underlying Common Stock PSUs (2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2025 PSU Tranche Years have yet to be established.

The following table represents the equity classified nonvested RSU and PSU activity for the three months ended March 31, 2024:

RSUs and PSUs (3)

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Cancelled - Special Award (2)

Nonvested at September 30, 2023

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

Total Nonvested at September 30, 2023

Nonvested at March 31, 2024

Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025

Total Nonvested at March 31, 2024

(1) The number of PSU shares granted under the Tranche Year 2024 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.

(2) Represents vested RSUs and PSUs surrendered in lieu of taxes.

As a result, the Company paid taxes for restricted unit withholdings of approximately $ 2.2 million during the three months ended March 31, 2024.

(3) Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2023

Preferred Stock

Series A Convertible

For the Three Months Ended March 31, 2024

Class A Voting

Participating

Depositary Shares of

Preferred Stock

AMC Preferred

Comprehensive

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(In millions, except share and per share data)

Equity (Deficit)

Balances December 31, 2023

Other comprehensive loss

Share issuance

Antara Forward Purchase Agreement (2)

Debt for equity exchange

Taxes paid for restricted unit withholdings

Share issuance costs

Stock-based compensation (1)

Balances March 31, 2024

Other comprehensive loss

Share issuance

Taxes paid for restricted unit withholdings

Stock-based compensation

Balances June 30, 2023

Other comprehensive income

AMC Preferred Equity Unit conversion

( 9,954,065 )

( 99,540,642 )

Settlement payment

Share issuance

Stock-based compensation

Balances September 30, 2023

(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.

(1) Vested Common Stock RSUs and PSUs.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2022

For the Three Months Ended March 31, 2023

Preferred Stock

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(In millions, except share and per share data)

Income (Loss)

Equity (Deficit)

Equity Units (3)

Balances December 31, 2022

Other comprehensive loss

Share Issuance

Antara Forward Purchase Agreement (2)

Taxes paid for restricted unit withholdings

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Balances March 31, 2023

Other comprehensive income

Stock-based compensation

Balances June 30, 2022

Other comprehensive loss

Share issuance

Stock-based compensation

Balances September 30, 2022

(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.

(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 vested 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.

(3) Share counts have been retroactively adjusted to reflect the effect of the reverse stock split.

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.

The Company is using a discrete income tax calculation for the three months ended March 31, 2024, due to the lingering effects of the COVID-19 pandemic and recent 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.

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The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.

The Organization for Economic Co-operation and Development (“OECD”) has issued model rules, which generally provide for a jurisdictional minimum effective tax rate of 15.0 %.

Various countries have or are in the process of enacting legislation intended to implement the principles effective January 1, 2024.

The Company’s adoption of the OECD's global tax reform is not expected to have a material impact on its 2024 income tax expense.

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.

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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.

The effective tax rate for the three months ended March 31, 2024, 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.

The actual effective rate for the three months ended March 31, 2024, was ( 1.1 )%.

The Company’s consolidated tax rate for the three months ended March 31, 2024, 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.

NOTE 9—FAIR VALUE MEASUREMENTS

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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

The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis as of March 31, 2024:

Fair Value Measurements at March 31, 2024 Using

Total Carrying

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(In millions)

September 30, 2023

March 31, 2024

Other long-term assets:

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Total assets at fair value

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

Fair Value Measurements at March 31, 2024 Using

Significant other

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(In millions)

September 30, 2023

March 31, 2024

Current maturities of corporate borrowings

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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.

The Company sold its interest in Saudi Arabia in January 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.

Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, loyalty membership fees, 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.

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Three Months Ended

Nine Months Ended

Revenues (In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

International markets

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Three Months Ended

Nine Months Ended

Adjusted EBITDA (In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

International markets

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Three Months Ended

Nine Months Ended

Capital Expenditures (In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

International markets

1 unchanged sentence

Long-term assets, net (In millions)

September 30, 2023

March 31, 2024

December 31, 2023

4 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Net earnings (loss)

March 31, 2024

March 31, 2023

Income tax provision (1)

2 unchanged sentences

Certain operating expense (2)

Equity in (earnings) loss of non-consolidated entities

Equity in earnings of non-consolidated entities

Cash distributions from non-consolidated entities (3)

Attributable EBITDA (4)

Investment expense (income) (4)

Investment income (5)

Other expense (income) (6)

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Adjusted EBITDA

(1) For information regarding the income tax provision, see Note 8—Income Taxes.

(2) 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.

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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

March 31, 2024

March 31, 2023

Equity in (earnings) of non-consolidated entities

Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures

Equity in earnings (loss) of International theatre joint ventures

Income tax provision (benefit)

Investment expense (income)

Interest expense

Impairment of long-lived assets

Equity in earnings of International theatre joint ventures

Income tax benefit

Investment expense

Depreciation and amortization

Attributable EBITDA

(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.

(5) Investment expense (income) during the three months ended March 31, 2024, primarily includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.5 million and interest income of $( 6.1 ) million.

Investment expense (income) during the three months ended March 31, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 2.3 million, deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 2.3 million, and a $( 15.5 ) million gain on the sale of the Company’s investment in Saudi Cinema Company, LLC, and interest income of $( 2.3 ) million.

(6) Other expense (income) during the three months ended March 31, 2024, includes a vendor dispute settlement of $( 36.2 ) million, foreign currency transaction losses of $ 3.2 million and gains on debt extinguishment of $( 5.8 ) million.

Other expense (income) during the three months ended March 31, 2023, included a non-cash litigation contingency charge of $ 116.6 million, partially offset by foreign currency transaction gains of $( 8.7 ) million and gains on debt extinguishment of $( 65.1 ) million.

(7) 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.

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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.

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.

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.

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.

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.

On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v.

3 unchanged sentences

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.

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.

§ 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.

§ 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.

The Company recorded the settlement as a gain in other income during the three months ended March 31, 2023.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.

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§ 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 Munoz Action, which was filed by the stockholders who had previously made demands to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220, 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.

§ 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

or that the APEs be enjoined from voting on the Charter Amendments, and an award of money damages.

§ 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 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 February 27, 2023, the Delaware Court of Chancery entered a status quo order that 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 (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.

Pursuant to the term sheet, the Company agreed, following and subject to AMC’s completion of the Conversion and Reverse Stock Split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the Conversion (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 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order, but 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.

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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.

On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, effective as of August 24, 2023, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments.

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 October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal of the Court’s order approving the settlement.

As of January 26, 2024, the appeal was fully briefed before the Delaware Supreme Court and oral arguments on the appeal will be held on May 8, 2024.

In connection with the Shareholder Litigation, the Company recorded a $ 126.6 million charge to other expense during the three months ended March 31, 2023.

The charge was based on an estimated fair value for the Settlement Payment of $ 116.6 million and estimated legal fees, net of probable insurance recoveries of $ 10.0 million as of March 31, 2023.

The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ deficit.

The final value of the Settlement Payment was $ 99.3 million.

On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v.

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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.

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 governed 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.

On December 26, 2023, plaintiff filed an amended complaint, which added a claim for breach of the implied covenant of good faith and fair dealing.

On February 16, 2024, the Company filed a motion to dismiss the amended complaint.

The motion to dismiss is scheduled for oral argument on October 2, 2024.

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.

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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.

In the suit, AMC seeks up to $ 80 million in 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.

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.

On October 6, 2023, an action captioned Mathew, et al.

Citigroup Global Markets, et al.

1:23-cv-12302-FDS (the “Matthew Action”), was filed in the U.S.

1:23-cv-12302-FDS (the “Mathew 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

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.

The Mathew Action names the Company as a nominal defendant.

On November 16, 2023, plaintiffs filed an amended complaint.

January 9, 2024, the Company filed a motion to dismiss the amended complaint.

On January 11, 2024, plaintiffs filed a motion for leave to file a second amended complaint.

On January 24, 2024, the Company filed an opposition to plaintiff’s motion for leave to file a second amended complaint.

On December 18, 2023, an action captioned Miller, et al.

AMC Entertainment Holdings, Inc.

2023-1259-LM (Del.

Ch.) (the “Miller Action”), was filed against the Company and two of its officers in the Delaware Court of Chancery.

Plaintiffs in the Miller Action seek to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations concerning alleged manipulation of the Company’s Common Stock.

On February 7, 2024, the parties filed a stipulation dismissing the Company’s two officers from the action.

On April 17, 2024, the parties filed a stipulation dismissing the Miller Action with prejudice.

NOTE 12—LOSS PER SHARE

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.

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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.

The following table sets forth the computation of basic and diluted earnings (loss) per common share:

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.

Diluted 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.

The following table sets forth the computation of basic and diluted loss per common share:

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Net earnings (loss) for basic earnings (loss) per share

Net earnings (loss) for diluted earnings (loss) per share

March 31, 2024

March 31, 2023

Net loss for basic and diluted loss per share

Denominator (shares in thousands):

Weighted average shares for basic earnings (loss) per common share

Common equivalent shares for RSUs and PSUs

Weighted average shares for diluted earnings (loss) per common share

Basic earnings (loss) per common share

Diluted earnings (loss) per common share

Weighted average shares for basic loss per common share

Basic and diluted loss per common share

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.

Unvested RSUs of 271,738 for the three months ended March 31, 2024 were not included in the computation of diluted loss per share because they would be anti-dilutive.

Unvested RSUs of 531,957 for the three months ended March 31, 2023 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 award agreements if the end of the reporting period were the end of the contingency period.

Unvested PSUs of 149,080 for the three months ended March 31, 2024 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.

Unvested PSUs of 297,829 at certain performance targets for the three months ended March 31, 2023 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.

NOTE 13 —SUBSEQUENT EVENTS

Share Issuance.

Through the date of this filing, the Company has received gross proceeds of approximately $ 103.5 million through its at-the-market offering of approximately 32.0 million shares of its Common Stock and paid fees to the sales agents of approximately $ 2.6 million.

Termination of Senior Secured Revolving Credit Facility .

As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company has voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility (the “Revolver Payoff”).

Immediately from and after the Revolver Payoff, the financial covenant that required, in certain circumstances, compliance with a certain secured leverage ratio and the related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement.

The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements