What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-02 · 710 added, 386 removed, 335 unchanged (77% of the section changed)

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● the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity, including following the termination of our senior secured revolving credit facility (“Senior Secured Revolving Credit Facility”), to fund operations, and satisfy obligations including cash outflows for deferred rent and planned capital expenditures currently and through the next twelve months.

In order to achieve net positive operating cash flows and long-term profitability, revenues will need to increase from current levels to levels at least in line with pre-COVID-19 revenues.

However, there remain significant risks that may negatively impact revenues and attendance levels, including changes to movie studios release schedules (including as a result of production delays and delays to the release of movies caused by 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, which has negatively impacted the box office during the first half of 2024) and direct to streaming or other changing movie studio practices.

In order to achieve net positive cash flows provided by operating activities and long-term profitability, revenues will need to increase from current levels to levels at least in line with pre-COVID-19 revenues.

If we are unable to achieve increased levels of attendance and revenues, we will be required to obtain additional liquidity.

If such additional liquidity is not obtained or insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock and other securities would likely suffer a total loss of their investment;

● the risks and uncertainties relating to the Debt Refinancing, including, but not limited to, (i) the potential for additional future dilution of our Common Stock as a result of issuance of shares underlying our Exchangeable Notes, and (ii) the possibility that the extension of certain debt maturities will not provide

enough time for attendance and revenues to increase to sufficient levels and generate net positive operating cash flow and long-term profitability to overcome liquidity concerns or may be insufficient if the Company does not achieve revenue levels at least in line with pre-COVID-19 revenues;

● the risks and uncertainties relating to the Refinancing Transactions, including, but not limited to, (i) the potential for additional future dilution of our Common Stock as a result of issuance of shares underlying our Exchangeable Notes, (ii) the possibility that the extension of certain debt maturities will not provide enough time for attendance and revenues to increase to sufficient levels and generate net positive cash flows from operating activities and long-term profitability to overcome liquidity concerns or may be

insufficient if the Company does not achieve revenue levels at least in line with pre-COVID-19 revenues and (iii) the impact on the market price of our Common Stock and our capital structure of litigation resulting from the Refinancing Transactions or any additional litigation that may arise in connection with the Refinancing Transactions.

See Note 11—Commitments and Contingencies for a description of the litigation;

● changing practices of distributors, which accelerated during the COVID-19 pandemic, including increased use of alternative film delivery methods including premium video on demand, streaming platforms, shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, the theatrical release of fewer movies, or transitioning to other forms of entertainment;

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● the dilution caused by recent and potential future sales of our Common Stock and future potential share issuances to repay, refinance, redeem or repurchase indebtedness (including expenses, accrued interest and premium, if any);

● risks relating to motion picture production, promotion, marketing, and performance, including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content, including but not limited to the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023;

● the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture releases by distributors, such releases being seasonal and resulting in higher attendance and revenues generally during the summer months and holiday seasons, and higher working capital requirements during the other periods such as the first quarter;

● intense competition in the geographic areas in which we operate among exhibitors, streaming platforms, or from other forms of entertainment;

● certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends, incur additional debt, pre-pay debt, and also to refinance debt and to do so at favorable terms, and such covenants impose additional administrative and operational burdens on our business;

● risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;

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● our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated costs;

● failures, unavailability or security breaches of our information systems;

● failures, unavailability or security breaches of our information systems, including due to cybersecurity incidents;

● our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Tax Cuts and Jobs Act of 2017;

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AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence.

As of June 30, 2024, we operated theatres in 11 countries throughout the U.S.

As of September 30, 2024, we operated theatres in 11 countries throughout the U.S.

Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage sales.

The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical distribution, retail popcorn sales, and online ticketing fees.

As of June 30, 2024, we owned, operated or had interests in 886 theatres and 9,889 screens.

As of September 30, 2024, we owned, operated or had interests in 874 theatres and 9,800 screens.

Box Office Admissions and Film Content

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International Markets

As of June 30,

As of September 30,

Number of theatres:

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Loyalty Programs and Other Marketing

As of June 30, 2024, we had approximately 33 million member households enrolled in AMC Stubs® A-List (“A-List”), AMC Stubs Premiere™ (“Premiere”) and AMC Stubs Insider™ (“Insider”) programs, combined.

During the six months ended June 30, 2024, our AMC Stubs® members represented approximately 48.9% of AMC U.S.

As of September 30, 2024, we had approximately 34 million member households enrolled in AMC Stubs® A-List (“A-List”), AMC Stubs Premiere™ (“Premiere”) and AMC Stubs Insider™ (“Insider”) programs, combined.

During the nine months ended September 30, 2024, our AMC Stubs® members represented approximately 49.0% of AMC U.S.

markets attendance.

We currently have approximately 18 million members in our various International loyalty programs.

Business” in our 2023 Annual Report on Form 10-K for additional discussion and information of our screens, seating concepts, amenities, loyalty programs and other marketing initiatives.

Business” in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional discussion and information of our screens, seating concepts, amenities, loyalty programs and other marketing initiatives.

Holders of Shares

As of June 30, 2024, approximately 1.6 million shares of our Common Stock were directly registered with our transfer agent by 14,983 stockholders.

As of September 30, 2024, approximately 1.7 million shares of our Common Stock were directly registered with our transfer agent by 14,934 stockholders.

The balance of our outstanding Common Stock was held in “street name” through bank or brokerage accounts.

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For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K.

There have been no material changes to our critical accounting estimates from what is described in our Form 10-K.

Significant Events—For the Six Months Ended June 30, 2024

Debt for Equity Exchanges.

The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024.

The transactions were treated as early extinguishments of debt.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Material changes to our critical accounting estimates from what is described in our Form 10-K are described below:

Derivative Liability .

We remeasure the derivative liability related to the conversion features in our Exchangeable Notes at fair value each reporting period with changes in fair value recorded in the consolidated statements of operations.

We have obtained independent third-party valuation studies to assist us in determining fair value.

Our valuation studies use the Binomial Lattice approach and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy.

The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable

The significant inputs used to value the derivative include the initial share price of our Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield.

The volatility of our Common Stock, the Common Stock price at the end of each reporting period, and the remaining amount of time until maturity of the Exchangeable Notes are key inputs for the estimation of fair value that are expected to change each reporting period.

During the three and nine months ended September 30, 2024, we recorded other income related to a decline in our derivative liability fair value of $(73.5) million.

We expect there will be future changes in fair value for our derivative liability and that the related amounts recorded as income or expense may be material.

See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 9—Fair Value Measurements in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Significant Events—For the Nine Months Ended September 30, 2024

Debt Repurchases and Exchanges.

The below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions and cash and debt for equity exchange transactions that occurred during the nine months ended September 30, 2024.

The debt for equity transactions were treated as early extinguishments 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.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions, except for share data)

Repurchased/Exchanged

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

5.75% Senior Subordinated Notes due 2025

Second Lien Notes due 2026

Total cash debt repurchase transactions

Debt for equity exchange transactions:

Second Lien Notes due 2026

Total debt for equity exchange transactions

Cash and debt for equity exchange transactions:

5.75% Senior Subordinated Notes due 2025

5.875% Senior Subordinated Notes due 2026

Second Lien Notes due 2026

Total cash and debt for equity exchange transactions

Total debt repurchases and exchanges

Vendor Dispute.

On January 26, 2024, we executed an agreement to collect $37.5 million as resolution of a dispute with a vendor.

The proceeds, net of legal costs, were recorded to other income during the six months ended June 30, 2024.

The proceeds, net of legal costs, were recorded to other income during the nine months ended September 30, 2024.

The relationship with the vendor has been restored and remains in good standing.

Share Issuance.

During the six months ending June 30, 2024, we raised gross proceeds of $250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.3 million and $0.6 million, respectively, through our at-the-market offering of approximately 72.5 million shares of Common Stock.

We paid $0.7 million of other third-party issuance costs during the six months ended June 30, 2024.

Significant Events—For the Six Months Ended June 30, 2023

During the nine months ending September 30, 2024, we raised gross proceeds of $250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.3 million and $0.6 million, respectively, through our at-the-market offering of approximately 72.5 million shares of Common Stock.

We paid $0.7 million of other third-party issuance costs during the nine months ended September 30, 2024.

Debt Refinancing.

During the three and nine months ended September 30, 2024, we completed a series of refinancing transactions with two creditor groups.

See the Liquidity and Capital Resources section below for further information on these transactions.

Significant Events—For the Nine Months Ended September 30, 2023

Saudi Cinema Company.

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On January 24, 2023, the Saudi Ministry of Commerce recorded a sale of equity and we received the proceeds on January 25, 2023.

We recorded a gain on the sale of $15.5 million in investment income during the six months ended June 30, 2023.

We recorded a gain on the sale of $15.5 million in investment income during the nine months ended September 30, 2023.

Debt Repurchases.

The below table summarizes the cash debt repurchase transactions during the six months ended June 30, 2023, including repurchases with a related party:

The below table summarizes the cash debt repurchase transactions during the nine months ended September 30, 2023, including repurchases with a related party:

Aggregate Principal

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Additional Share Issuances Antara.

On December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which we 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.

On December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which we 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 in exchange for 9,102,619 AMC Preferred Equity Units.

The Company recorded $193.7 million to stockholders’ deficit as a result of the transaction.

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Share Issuances.

During the six months ended June 30, 2023, we 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 $8.3 million, respectively, through our at-the-market offering of approximately 7.1 million shares of AMC Preferred Equity Units.

We paid $11.0 million of other third-party issuance costs during the six months ended June 30, 2023.

During the nine months ended September 30, 2023, we entered into various equity distribution agreements with sales agents to sell shares of our Common Stock and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

During the nine months ended September 30, 2023, we raised gross proceeds of approximately $440.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $11.1 million and $9.2 million, respectively, through our at-the-market offering of approximately 7.1 million shares of AMC Preferred Equity Units and 40.0 million shares of our Common Stock.

We paid $11.6 million of other third-party issuance costs during the nine months ended September 30, 2023.

Special Awards.

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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 Common Stock PSUs and AMC Preferred Equity Units PSUs of $14.9 million and $5.3 million, respectively.

During the six months ended June 30, 2023, we recognized $20.2 million of additional stock compensation expense.

During the nine months ended September 30, 2023, we recognized $20.2 million of additional stock compensation expense.

Lease Termination.

During the six months ended June 30, 2023, we received a $13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre.

During the nine months ended September 30, 2023, we 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 and termination gain resulted in a $16.7 million reduction to rent expense.

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Bankruptcy Code in the Southern District of Texas.

NCM is the in-theatre advertising provider for the majority of our theatres in the United States.

Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with us.

As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to us as part of the annual common unit adjustment.

But under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan.

We have filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to us and appeal the court’s order to approve cancellation of the NCM Common Unit issuance.

We do not expect its bankruptcy to have a material impact on the Company.

NCM is the in-theatre advertising provider for the majority of the Company’s theatres in the United States.

Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with the Company.

As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment.

However, under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the effective date of the Plan.

On August 13, 2023, in response to an appeal by the Company regarding certain terms of the Plan, including modification of the terms of the Exhibitor Services Agreement with other parties that were not similarly granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance, the United States District Court for the

Southern District of Texas affirmed the rulings of the bankruptcy court, including confirmation of the Plan.

The Company filed an appeal to these rulings with the United States Court of Appeals for the Fifth Circuit and such appeal remains pending.

The Company does not expect NCM’s bankruptcy or the appeal to have a material impact on the Company.

Shareholder Litigation.

Two putative stockholder class actions were filed in the Delaware Chancery Court, and subsequently consolidated, which asserted claims for breach of fiduciary duty against certain of our directors and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the creation of AMC Preferred Equity Units, the Antara Transactions and the Charter Amendments.

This litigation prevented us from immediately implementing the Charter Amendments.

On August 11, 2023, the court approved a settlement of the Shareholder Litigation, which, among other things, permitted the implementation of the Charter Amendments.

Pursuant to the terms of the settlement, 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 the AMC Preferred Equity Units into Common Stock, received a payment of one share of Common Stock for every 7.5 shares of Common Stock they owned.

On August 28, 2023, the Company made the Settlement Payment and issued 6,897,018 shares of Common Stock.

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 decision approving the settlement.

On May 22, 2024, the Delaware Supreme Court affirmed the court’s decision approving the settlement of the Shareholder Litigation.

Operating Results

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In millions)

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Food and beverage

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Other expense (income), net:

Other expense (income)

Interest expense:

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Non-cash NCM exhibitor service agreement

Investment expense (income)

Total other expense (income), net

Investment income

Total other expense, net

Earnings (loss) before income taxes

Income tax provision

Income tax provision (benefit)

Net earnings (loss)

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating Data:

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Screen additions

Screen acquisitions

Screen dispositions

Construction closures, net

Construction openings (closures), net

Average screens (1)

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Three Months Ended

September 30,

(In millions)

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Non-cash NCM exhibitor service agreement

Investment expense (income)

Investment income

Total other expense (income), net

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Three Months Ended

September 30,

Segment Operating Data:

Screen additions

Screen acquisitions

Screen dispositions

Construction closures, net

Construction openings (closures), net

Average screens (1)

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International Markets

Six Months Ended

Nine Months Ended

September 30,

(In millions)

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Other expense (income):

Other expense (income)

Interest expense:

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Loss before income taxes

Income tax provision

Income tax provision (benefit)

International Markets

Six Months Ended

Nine Months Ended

September 30,

Segment Operating Data:

Screen additions

Screen acquisitions

Screen dispositions

Construction closures, net

Construction openings (closures), net

Average screens (1)

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Attendance (in thousands) (1)

Adjusted EBITDA

We present Adjusted EBITDA as a supplemental measure of our performance.

We define Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from other equity method investees.

These further adjustments are itemized below.

You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.

In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The preceding definition of and adjustments made to GAAP measures to determine Adjusted EBITDA are broadly consistent with Adjusted EBITDA as defined in the Company’s debt indentures.

Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance with U.S.

Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S.

For example, Adjusted EBITDA:

● does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;

● does not reflect changes in, or cash requirements for, our working capital needs;

● does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments on our debt;

● excludes income tax payments that represent a reduction in cash available to us;

● does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.

During the three months ended June 30, 2024, Adjusted EBITDA in the U.S.

markets was $49.3 million compared to $174.8 million during the three months ended June 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year.

These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron, decreases in general and administrative expenses and decreases in rent expense.

During the three months ended June 30, 2024, Adjusted EBITDA in the International markets was $(19.9) million compared to $7.7 million during the three months ended June 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and declines in average ticket price and food and beverage sales per patron.

During the three months ended June 30, 2024, Adjusted EBITDA in the U.S.

markets and International markets was $29.4 million compared to $182.5 million during the three months ended June 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

During the six months ended June 30, 2024, Adjusted EBITDA in the U.S.

markets was $21.7 million compared to $185.7 million during the six months ended June 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and increases in rent expense due to a prior year rent credit for a theatre termination.

These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron and increases in cash distributions from non-consolidated entities.

During the six months ended June 30, 2024, Adjusted EBITDA in the International markets was $(23.9) million compared to $3.9 million during the six months ended June 30, 2023.

During the six months ended June 30, 2024, Adjusted EBITDA in the U.S.

markets and International markets was $(2.2) million compared to $189.6 million during the six months ended June 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:

Three Months Ended

Six Months Ended

Adjusted EBITDA (In millions)

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

International markets

Total Adjusted EBITDA

Three Months Ended

Six Months Ended

(In millions)

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net earnings (loss)

Income tax provision (1)

Interest expense

Depreciation and amortization

Certain operating expense (2)

Equity in earnings of non-consolidated entities

Cash distributions from non-consolidated entities (3)

Attributable EBITDA (4)

Investment expense (income) (5)

Other expense (income) (6)

Other non-cash rent benefit (7)

General and administrative — unallocated:

Merger, acquisition and other costs (8)

Stock-based compensation expense (9)

Adjusted EBITDA

(1) For information regarding the income tax provision, see Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.

(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.

We have excluded these items as they are non-cash in nature or are non-operating in nature.

(3) Includes U.S.

non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received.

We believe including cash distributions is an appropriate reflection of the contribution of these investments to our operations.

(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.

See below for a reconciliation of our equity in loss of non-consolidated entities to attributable EBITDA.

Because these equity investments are in theatre operators in regions where we hold a significant market share, we believe attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments.

We also provide services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program.

Three Months Ended

Six Months Ended

(In millions)

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Equity in (earnings) of non-consolidated entities

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

Equity in (loss) of International theatre joint ventures

Income tax benefit

Investment expense

Interest expense

Depreciation and amortization

Attributable EBITDA

(5) Investment expense (income) during the three months ended June 30, 2024 includes appreciation in estimated fair value of our investment in common shares of Hycroft of $(0.4) million, appreciation in estimated fair

value of our investment in warrants to purchase common shares of Hycroft of $(0.3) million and interest income of $(5.4) million.

Investment expense (income) during the three months ended June 30, 2023 included deterioration in estimated fair value of our investment in common shares of Hycroft of $3.2 million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $2.3 million, and interest income of $(2.5) million.

Investment expense (income) during the six months ended June 30, 2024 includes deterioration in estimated fair value of our investment in common shares of Hycroft of $0.1 million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $0.2 million, and interest income of $(11.5) million.

Investment expense (income) during the six months ended June 30, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $5.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $4.6 million, $(15.5) million gain on the sale of our investment in Saudi Cinema Company, LLC and interest income of $(4.8) million.

(6) Other expense (income) during the three months ended June 30, 2024 includes shareholder litigation recoveries of $(19.1) million, foreign currency transaction gains of $(0.6) million and gains on debt extinguishment of $(85.3) million.

Other expense (income) during the three months ended June 30, 2023 included a non-cash litigation contingency adjustment of $(1.2) million, foreign currency transaction gains of $(7.5) million and gains on debt extinguishment of $(21.6) million.

Other expense (income) during the six months ended June 30, 2024 includes shareholder litigation recoveries of $(19.1) million, gains on debt extinguishment of $(91.1) million, a vendor dispute settlement of $(36.2) million, and foreign currency transaction losses of $2.6 million.

Other expense (income) during the six months ended June 30, 2023 included a non-cash litigation contingency charge of $115.4 million, partially offset by gains on debt extinguishment of $(86.7) million and foreign currency transaction gains of $(16.2) 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.

(8) Merger, acquisition and other costs are excluded as they are non-operating in nature.

(9) Non-cash expense included in general and administrative:

(1) Includes consolidated theatres only and excludes screens offline due to construction.

Segment Information

Our historical results of operations for the three and six months ended June 30, 2024 and June 30, 2023, reflect the results of operations for our two theatrical exhibition reportable segments, U.S.

Our historical results of operations for the three and nine months ended September 30, 2024 and September 30, 2023, reflect the results of operations for our two theatrical exhibition reportable segments, U.S.

markets and International markets.

Results of Operations—For the Three Months ended June 30, 2024, Compared to the Three Months ended June 30, 2023

Results of Operations—For the Three Months ended September 30, 2024, Compared to the Three Months ended September 30, 2023

Condensed Consolidated Results of Operations

Total revenues decreased $317.3 million, or 23.5%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Admissions revenues decreased $179.7 million, or 24.1%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 24.6% from 66.4 million patrons to 50.0 million patrons, partially offset by a 0.7% increase in average ticket price.

The decrease in attendance was primarily due to the popularity of film product in U.S.

Markets compared to the prior year.

The availability and popularity of film product released during the three months ended June 30, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023.

The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in IMAX and other PLF screen volumes as a percentage of attendance and increases in attendance for alternative content partially offset by lower attendance for 3D content.

Food and beverage revenues decreased $121.1 million, or 24.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron.

Food and beverage per patron decreased 0.3% from $7.36 to $7.34 due primarily to an

increase in revenues in International markets as a percentage of consolidated revenues from 15.8% during the three months ended June 30, 2023 to 17.1% during the three months ended June 30, 2024.

Food and beverage per patron in International markets is much lower than in our U.S.

markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron.

Total other theatre revenues decreased $16.5 million, or 14.3%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees, advertising revenues and income from gift cards and package tickets.

Total revenues decreased $57.1 million, or 4.1%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Admissions revenues decreased $53.5 million, or 6.7%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to a decrease in attendance of 11.5% from 73.6 million patrons to 65.1 million patrons, partially offset by a 5.4% increase in average ticket price.

markets our market share of box office revenues declined for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 driven by the interplay between the film slate and our geographic mix.

In our International markets attendance declined due to the popularity of film product compared to the prior year.

The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in 3D, other PLF and IMAX screen volumes as a percentage of attendance and increases in attendance for alternative content.

Food and beverage revenues increased $7.7 million, or 1.6%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the increase in food and beverage per patron, partially offset by the decrease in attendance.

Food and beverage per patron increased 14.8% from $6.56 to $7.53 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction and more frequent attendance from our AMC Stubs members.

Total other theatre revenues decreased $11.3 million, or 9.0%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decline in attendance and a decline in the number of tickets purchased online subject to convenience fees, which resulted in lower ticket fee and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $185.1 million, or 14.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Film exhibition costs decreased $110.8 million, or 28.9%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 48.2% for the three months ended June 30, 2024, compared to 51.5% for the three months ended June 30, 2023.

The decrease in film exhibition cost percentage is primarily due to the concentration of box office revenues in higher grossing films in the prior year, which typically results in higher film exhibition costs.

Food and beverage costs decreased $21.8 million, or 23.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

The decrease in food and beverage costs was primarily due to lower food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 19.0% for the three months ended June 30, 2024, compared to 18.8% for the three months ended June 30, 2023.

Operating expense decreased by $22.5 million, or 5.5%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

The decrease in operating expense was primarily due to the decrease in attendance.

As a percentage of revenues, operating expense was 37.8% for the three months ended June 30, 2024, compared to 30.6% for the three months ended June 30, 2023.

Rent expense decreased 1.1%, or $2.4 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Operating costs and expenses decreased $29.5 million, or 2.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Film exhibition costs decreased $17.1 million, or 4.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decrease in admissions revenues, partially offset by higher film rental terms.

As a percentage of admissions revenues, film exhibition costs were 51.2% for the three months ended September 30, 2024, compared to 50.0% for the three months ended September 30, 2023.

The increase in film exhibition cost percentage is primarily due to higher film rental terms in U.S.

markets on top grossing films and alternative content during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Food and beverage costs decreased $0.4 million, or 0.4%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The decrease in food and beverage costs was primarily due to lower costs, partially offset by the increase in food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 18.3% for the three months ended September 30, 2024, compared to 18.7% for the three months ended September 30, 2023.

Operating expense increased by $4.8 million, or 1.1%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The increase in operating expense was primarily due to increases in equipment expense, premium format expense, and insurance, partially offset by decreases in utilities and advertising.

As a percentage of revenues, operating expense was 33.7% for the three months ended September 30, 2024, compared to 32.0% for the three months ended September 30, 2023.

Rent expense decreased 3.5%, or $7.9 million, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Merger, acquisition, and other costs.

Merger, acquisition, and other costs were $0.1 million during the three months ended June 30, 2024, compared to $0.6 million during the three months ended June 30, 2023.

Other general and administrative expense decreased $9.1 million, or 15.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due primarily to declines in bonus expense as a result of lower than expected annual performance compared to annual targets in the current year compared to the prior year and lower stock-based compensation expense.

Merger, acquisition, and other costs were $0.1 million during the three months ended September 30, 2024, compared to $0.7 million during the three months ended September 30, 2023.

Other general and administrative expense decreased $0.4 million, or 0.7%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to declines in bonus expense as a result of lower-than-expected annual performance compared to annual targets in the current year compared to the prior year and lower stock-based compensation expense.

See Note 7—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about stock-based compensation expense.

Depreciation and amortization.

Depreciation and amortization decreased $18.0 million, or 18.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Depreciation and amortization decreased $7.9 million, or 8.9%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other income.

Other income of $(108.2) million during the three months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(85.3) million related to the redemption of $173.85 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(2.6) million of other settlement proceeds.

Other income of $(31.1) million during the three months ended June 30, 2023 was primarily due to $(1.2) million of income related to a proposed settlement of the Shareholder Litigation comprised of $(1.2) million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, gains on extinguishment of debt of $(21.6) million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026 and $(7.5) million in foreign currency transaction gains.

Other income of $22.8 million during the three months ended September 30, 2024 was primarily due to $73.5 million of income related to the decrease in fair value of the Conversion Option derivative liability, $21.5 million in foreign currency transaction gains, $14.9 million of recoveries related to the Shareholder Litigation, $5.2 million in equity in earnings related to non-consolidated entities, gain on extinguishment of debt of $1.3 million related to the redemption of $9.57 million aggregate principal amount of the Senior Subordinated Notes due 2026, and gain on extinguishment of debt of $0.5 million related to the redemption of $15.6 million aggregate principal amount of Senior Subordinated Notes due 2025, partially offset by a loss on extinguishment of debt of $52.6 million related to the redemption of $613.65 million aggregate principal amount of the Second Lien Notes and $41.0 million of third party costs related to the modification of the Existing Term Loans.

Other income of $15.9 million during the three months ended September 30, 2023 was primarily due to $15.3 million of income related to the settlement of the Shareholder Litigation comprised of $16.1 million of non-cash income for the decrease in estimated fair value as of the date of the final Delaware Supreme Court order of settlement shares issued to holders of Common Stock on August 28, 2023, partially offset by $0.8 million of contingent insurance recovery costs, gains on extinguishment of debt of $10.8 million related to the redemption of $24.2 million aggregate principal amount of the Second Lien Notes, and equity earnings from non-consolidated entities of $3.1 million, partially offset by $12.8 million in foreign currency transaction losses.

See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about the components of other expense (income).

Interest expense.

Interest expense decreased $3.6 million to $99.0 million for the three months ended June 30, 2024, compared to $102.6 million during the three months ended June 30, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026.

See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form

10-Q for additional information about our indebtedness.

Investment (income) expense.

Investment income was $(6.1) million for the three months ended June 30, 2024, compared to expense of $5.1 million for the three months ended June 30, 2023.

Investment income in the current year includes interest income of $(5.4) million, $(0.4) million of increase in estimated fair value of our investment in common shares of Hycroft, and $(0.3) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment expense in the prior year includes $3.2 million of decline in estimated fair value of our investment in common shares of Hycroft, $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft and $2.1 million of expense for NCM common units, partially offset by interest income of $(2.5) million.

Income tax provision.

The income tax provision was $0.7 million and $0.4 million for the three months ended June 30, 2024, and June 30, 2023, respectively.

Interest expense increased $15.9 million to $119.6 million for the three months ended September 30, 2024, compared to $103.7 million during the three months ended September 30, 2023, primarily due to increased interest expense of $18.0 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $7.9 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $9.0 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $1.0 million.

See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about our indebtedness.

Investment income.

Investment income was $3.2 million for the three months ended September 30, 2024, compared to income of $3.0 million for the three months ended September 30, 2023.

Investment income in the current year includes interest income of $4.6 million and $0.3 million of increase in estimated fair value of our investment in common shares of Hycroft, partially offset by $1.7 million of decrease in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income in the prior year includes $3.7 million of interest income and $0.1 million of increase in our investment in common shares of Hycroft, partially offset by decline in estimated fair value of $0.8 million in our investment in warrants to purchase common shares of Hycroft.

Income tax provision (benefit).

The income tax benefit was $(1.1) million, compared to a provision of $2.3 million, for the three months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net earnings (loss).

Net earnings (loss) was $(32.8) million and $8.6 million during the three months ended June 30, 2024, and June 30, 2023, respectively.

Net loss during the three months ended June 30, 2024 compared to net earnings for the three months ended June 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year and an increase in income tax provision, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, interest expense and investment expense and increases in other income.

Net earnings (loss) was $(20.7) million and $12.3 million during the three months ended September 30, 2024, and September 30, 2023, respectively.

markets and the popularity of new film releases in International markets compared to the prior year and an increase in interest expense, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, increases in investment income, increases in other income and decreases in income tax provision.

Theatrical Exhibition — U.S.

Total revenues decreased $271.5 million, or 25.0%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Admissions revenues decreased $150.7 million or 25.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 27.0% from 50.0 million patrons to 36.5 million patrons, partially offset by a 2.0% increase in average ticket price.

The decrease in attendance was primarily due to the popularity of film product compared to the prior year.

Food and beverage revenues decreased $106.9 million, or 26.0%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron.

Food and beverage per patron increased 1.5% from $8.22 to $8.34 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction.

Total other theatre revenues decreased $13.9 million, or 15.9%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees, advertising revenues and income from gift cards and package tickets.

Total revenues decreased $8.6 million, or 0.8%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Admissions revenues decreased $15.3 million, or 2.6%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to a decrease in attendance of 8.9% from 51.5 million patrons to 46.9 million patrons, partially offset by a 6.9% increase in average ticket price.

Our market share of box office revenues declined for the three months ended September 30, 2024, compared to the three months ended September 30, 2023 driven by the interplay between the film slate and our geographic mix.

Food and beverage revenues increased $15.5 million, or 4.0%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the increase in food and beverage per patron, partially offset by the decrease in attendance.

Food and beverage per patron increased 14.3% from $7.43 to $8.49 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction and more frequent attendance from our AMC Stubs members.

Total other theatre revenues decreased $8.8 million, or 9.4%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to decline in attendance and a decline in the number of tickets purchased online subject to convenience fees, which resulted in lower ticket fee and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $159.7 million, or 16.2%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Film exhibition costs decreased $95.4 million, or 29.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 51.2% for the three months ended June 30, 2024, compared to 54.3% for the three months ended June 30, 2023.

Food and beverage costs decreased $18.3 million, or 25.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 17.7% for the three months ended June 30, 2024, and 17.5% for the three months ended June 30, 2023.

Operating expense decreased by $19.1 million, or 6.1%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

The decrease in operating expense was primarily due to the decrease in attendance.

As a percentage of revenues, operating expense was 36.0% for the three months ended June 30, 2024, compared to 28.7% for the three months ended June 30, 2023.

Rent expense decreased 3.2%, or $5.3 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Operating costs and expenses decreased $6.4 million, or 0.6%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Film exhibition costs increased $1.9 million, or 0.6%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decrease in admissions revenues, partially offset by higher film rental terms.

As a percentage of admissions revenues, film exhibition costs were 54.4% for the three months ended September 30, 2024, compared to 52.6% for the three months ended September 30, 2023.

The increase in film exhibition cost percentage is primarily due to higher film rental terms on top grossing films and alternative content during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Food and beverage costs increased $1.9 million, or 2.9%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The increase in food and beverage costs was primarily due to the increase in food and beverage revenues, partially offset by lower costs.

As a percentage of food and beverage revenues, food and beverage costs were 16.8% for the three months ended September 30, 2024, compared to 17.0% for the three months ended September 30, 2023.

Operating expense increased by $6.2 million, or 1.8%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The increase in operating expense was primarily due to increases in equipment expense, premium format expense, and insurance, partially offset by decreases in utilities and advertising.

As a percentage of revenues, operating expense was 32.8% for the three months ended September 30, 2024, compared to 31.9% for the three months ended September 30, 2023.

Rent expense decreased 3.4%, or $5.7 million, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Merger, acquisition, and other costs.

Merger, acquisition, and other costs were $0.1 million during the three months ended June 30, 2024, compared to $0.6 million during the three months ended June 30, 2023.

Other general and administrative expense decreased $7.9 million, or 19.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due primarily to declines in bonus expense as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year and lower stock-based compensation expense.

Merger, acquisition, and other costs were $0.1 million during the three months ended September 30, 2024, compared to $0.6 million during the three months ended September 30, 2023.

Other general and administrative expense decreased $3.1 million, or 8.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to declines in bonus expense as a result of lower-than-expected annual performance compared to annual targets in the current year compared to the prior year and lower stock-based compensation expense.

Depreciation and amortization.

Depreciation and amortization decreased $13.2 million, or 17.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Depreciation and amortization decreased $7.1 million, or 10.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other income.

Other income of $(108.8) million during the three months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(85.3) million related to the redemption of $173.85 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(2.6) million of other settlement proceeds.

Other income of $(25.0) million during the three months ended June 30, 2023 was primarily due to $(1.2) million of income related to a proposed settlement of the Shareholder Litigation comprised of $(1.2) million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock and gains on extinguishment of debt of $(21.6) million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026.

Other income of $0.2 million during the three months ended September 30, 2024 was primarily due to $73.5 million of income related to the decrease in fair value of the Conversion Option derivative liability, $14.9 million of recoveries related to the Shareholder Litigation, $4.5 million in equity in earnings related to non-consolidated entities, gain on extinguishment of debt of $1.3 million related to the redemption of $9.57 million aggregate principal amount of the Senior Subordinated Notes due 2026, and gain on extinguishment of debt of $0.5 million related to the redemption of $15.6 million aggregate principal amount of Senior Subordinated Notes due 2025, partially offset by a loss on extinguishment of debt of $52.6 million related to the redemption of $613.65 million aggregate principal amount of the Second Lien Notes and $41.0 million of third party costs related to the modification of the Existing Term Loans.

Other income of $27.4 million during the three months ended September 30, 2023 was primarily due to $15.3 million of income related to the settlement of the Shareholder Litigation comprised of $16.1 million of non-cash income for the decrease in estimated fair value as of the date of the final Delaware Supreme Court order of settlement shares issued to holders of Common Stock on August 28, 2023, partially offset by $0.8 million of contingent insurance recovery costs, gains on extinguishment of debt of $10.8 million related to the redemption of $24.2 million aggregate principal amount of the Second Lien Notes and equity earnings from non-consolidated entities of $1.5 million .

Interest expense.

Interest expense decreased $3.4 million to $83.5 million for the three months ended June 30, 2024, compared to $86.9 million during the three months ended June 30, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026.

Interest expense increased $15.3 million to $103.5 million for the three months ended September 30, 2024, compared to $88.2 million during the three months ended September 30, 2023, primarily due to increased interest expense of $18.0 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $7.9 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $9.0 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $1.0 million.

Investment expense (income).

Investment income was $(5.5) million for the three months ended June 30, 2024, compared to expense of $5.1 million for the three months ended June 30, 2023.

Investment income in the current year includes interest income of $(4.8) million, $(0.4) million of increase in estimated fair value of our investment in common shares of Hycroft and $(0.3) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Income tax provision.

The income tax provision was $0.6 million and $0.6 million for the three months ended June 30, 2024, and June 30, 2023, respectively.

Investment income.

Investment income was $3.0 million for the three months ended September 30, 2024, compared to income of $2.4 million for the three months ended September 30, 2023.

Investment income in the current year includes interest income of $4.4 million and $0.3 million of increase in estimated fair value of our investment in common shares of Hycroft, partially offset by $1.7 million of decrease in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income in the prior year includes $(3.1) million in interest income and $(0.1) million of increase in estimated fair value of our investment in common shares of Hycroft, partially offset by $0.8 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Income tax provision (benefit).

The income tax benefit was $(1.9) million, compared to a provision of $0.6 million, for the three months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net earnings.

Net earnings were $17.7 million and $31.7 million during the three months ended June 30, 2024, and June 30, 2023, respectively.

Net earnings during the three months ended June 30, 2024, compared to net earnings for the three months ended June 30, 2023, were negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, interest expense and investment expense and increases in other income.

Net earnings (loss).

Net earnings (loss) was $(23.9) million and $17.7 million during the three months ended September 30, 2024, and September 30, 2023, respectively.

Net loss during the three months ended September 30, 2024 compared to net earnings for the three months ended September 30, 2023 was negatively impacted by the decrease in attendance as a result of the decline in market share compared to the prior year and decreases in other income and an increase in interest expense, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, increases in investment income and decreases in income tax provision.

Theatrical Exhibition—International Markets

Total revenues decreased $45.8 million, or 17.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Admissions revenues decreased $29.0 million, or 18.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 17.3% from 16.3 million patrons to 13.5 million patrons and a decrease in average ticket price of 1.7%.

Total revenues decreased $48.5 million, or 14.2%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Admissions revenues decreased $38.2 million, or 18.2%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to a decrease in attendance of 17.6% from 22.1 million patrons to 18.2 million patrons and a decrease in average ticket price of 0.6%.

The decrease in attendance was primarily due to the popularity of film product compared to the prior year.

Food and beverage revenues decreased $14.2 million, or 18.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron.

Food and beverage per patron decreased 1.5% from $4.72 to $4.65.

Total other theatre revenues decreased $2.6 million, or 9.2%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees, advertising revenues and income from gift cards and package tickets.

Food and beverage revenues decreased $7.8 million, or 7.8%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decrease in attendance, partially

offset by an increase in food and beverage per patron.

Food and beverage per patron increased 11.9% from $4.53 to $5.07 primarily due to an increase in average prices and the percentage of guests making transactions.

Total other theatre revenues decreased $2.5 million, or 7.8%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decline in attendance and a decline in the number of tickets purchased online subject to convenience fees, which resulted in lower ticket fee and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $25.4 million, or 9.2%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Film exhibition costs decreased $15.4 million, or 24.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 37.9% for the three months ended June 30, 2024, compared to 40.7% for the three months ended June 30, 2023.

Operating costs and expenses decreased $23.1 million, or 7.2%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Film exhibition costs decreased $19.0 million, or 21.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 40.9% for the three months ended September 30, 2024, compared to 42.5% for the three months ended September 30, 2023.

Food and beverage costs decreased $3.5 million, or 17.9%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Food and beverage costs decreased $2.3 million, or 9.2%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 25.6% for the three months ended June 30, 2024, compared to 25.4% for the three months ended June 30, 2023.

Operating expense decreased by $3.4 million, or 3.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

As a percentage of food and beverage revenues, food and beverage costs were 24.6% for the three months ended September 30, 2024, compared to 25.0% for the three months ended September 30, 2023.

Operating expense decreased by $1.4 million, or 1.3%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

The decrease in operating expense was primarily due to lower utilities expense and the decrease in attendance.

As a percentage of revenues, operating expense was 44.7% for the three months ended June 30, 2024, compared to 38.2% for the three months ended June 30, 2023.

Rent expense increased 5.5%, or $2.9 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Other general and administrative expense decreased $1.2 million, or 6.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

As a percentage of revenues, operating expense was 37.1% for the three months ended September 30, 2024, compared to 32.3% for the three months ended September 30, 2023.

Rent expense decreased 3.8%, or $2.2 million, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Other general and administrative expense increased $2.7 million, or 15.7%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to payroll and related costs.

Depreciation and amortization.

Depreciation and amortization decreased $4.8 million, or 21.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to theatre closures and locations impaired in 2023 and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Depreciation and amortization decreased $0.8 million, or 4.1%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other expense (income).

Other expense (income) of $0.6 million during the three months ended June 30, 2024 was primarily due to equity in losses of non-consolidated entities of $1.1 million, partially offset by foreign currency transaction gains of $(0.5) million.

Other income of $(6.9) million during the three months ended June 30, 2023 was primarily due to $(7.5) million in foreign currency transaction gains, partially offset by equity in losses of non-consolidated entities of $0.5 million.

Other expense (income) of $(22.6) million during the three months ended September 30, 2024 was primarily due to foreign currency transaction gains of $(21.9) million and equity in earnings of non-consolidated entities of $(0.7) million.

Other expense of $11.5 million during the three months ended September 30, 2023 was primarily due to $12.8 million in foreign currency transaction losses, partially offset by equity in earnings of non-consolidated entities of $(1.6) million.

Interest expense.

Interest expense decreased $0.2 million to $15.5 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Interest expense increased $0.6 million to $16.1 million for the three months ended September 30, 2024, compared to $15.5 million for the three months ended September 30, 2023.

Investment income.

Investment income was $(0.6) million for the three months ended June 30, 2024, compared to income of $0.0 million for the three months ended June 30, 2023.

Investment income in the current year includes interest income of $(0.6) million.

Income tax provision (benefit).

The income tax provision was $0.1 million and $(0.2) million for the three months ended June 30, 2024, and June 30, 2023, respectively.

Investment income was $0.2 million for the three months ended September 30, 2024, compared to income of $0.6 million for the three months ended September 30, 2023.

Investment income in the current and prior year is comprised of interest income.

Income tax provision.

The income tax provision was $0.8 million and $1.7 million for the three months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net loss was $50.5 million and $23.1 million during the three months ended June 30, 2024, and June 30, 2023, respectively.

Net loss during the three months ended June 30, 2024 compared to net loss for the three months ended June 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense, decreases in other income and decreases in income tax benefit, partially offset by decreases in general and administrative expense and decreases in depreciation and amortization expense.

Results of Operations—For the Six Months ended June 30, 2024 Compared to the Six Months ended June 30, 2023

Net earnings (loss).

Net earnings (loss) was $3.2 million and $(5.4) million during the three months ended September 30, 2024, and September 30, 2023, respectively.

Net earnings during the three months ended September 30, 2024 compared to net loss for the three months ended September 30, 2023 was positively impacted by decreases in depreciation and amortization expense, and decreases in rent expense and decreases in other expense, partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in general and administrative expense, increases in interest expense and decreases in income tax benefit.

Results of Operations—For the Nine Months ended September 30, 2024 Compared to the Nine Months ended September 30, 2023

Condensed Consolidated Results of Operations

Total revenues decreased $320.3 million, or 13.9%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Admissions revenues decreased $183.3 million, or 14.3%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to a decrease in attendance of 15.2% from 114.0 million patrons to 96.6 million patrons, partially offset by a 1.1% increase in average ticket price.

Total revenues decreased $377.4 million, or 10.2%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Admissions revenues decreased $236.8 million, or 11.4%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to a decrease in attendance of 13.8% from 187.6 million patrons to 161.7 million patrons, partially offset by a 2.7% increase in average ticket price.

The decrease in attendance was primarily due to the popularity of film product in U.S.

markets compared to the prior year.

The availability and popularity of film product released during the six months ended June 30, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023.

Food and beverage revenues decreased $128.6 million, or 15.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron.

Food and beverage per patron decreased 0.7% from $7.17 to $7.12 due primarily to an increase in revenues in International markets as a percentage of consolidated revenues from 18.0% during the six months ended June 30, 2023 to 20.0% during the six months ended June 30, 2024.

Food and beverage per patron in International markets is much lower than in our U.S.

markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron.

Total other theatre revenues decreased $8.4 million, or 4.1%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

The availability and popularity of film product released during the nine months ended September 30, 2024, was negatively impacted by labor stoppages during 2023.

Food and beverage revenues decreased $120.9 million, or 9.3%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron.

Food and beverage per patron increased 5.2% from $6.93 to $7.29 due primarily to an increase in average prices, partially offset by lower units purchase per transaction, a decline in the percentage of guests making transactions and more frequent attendance from our AMC Stubs members.

Total other theatre revenues decreased $19.7 million, or 5.9%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $187.9 million, or 8.1%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Film exhibition costs decreased $117.7 million, or 18.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 46.7% for the six months ended June 30, 2024, compared to 49.2% for the six months ended June 30, 2023.

Operating costs and expenses decreased $217.4 million, or 6.0%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Film exhibition costs decreased $134.8 million, or 13.1%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 48.6% for the nine months ended September 30, 2024, compared to 49.5% for the nine months ended September 30, 2023.

Food and beverage costs decreased $20.2 million, or 13.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Food and beverage costs decreased $20.6 million, or 8.5%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in food and beverage costs was primarily due to lower food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 19.3% for the six months ended June 30, 2024, compared to 18.7% for the six months ended June 30, 2023.

Operating expense decreased by $11.9 million, or 1.5%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

As a percentage of food and beverage revenues, food and beverage costs were 18.9% for the nine months ended September 30, 2024, compared to 18.7% for the nine months ended September 30, 2023.

Operating expense decreased by $7.1 million, or 0.6%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in operating expense was primarily due to the decrease in attendance.

As a percentage of revenues, operating expense was 39.5% for the six months ended June 30, 2024, compared to 34.5% for the six months ended June 30, 2023.

Rent expense increased 3.8%, or $16.4 million, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

As a percentage of revenues, operating expense was 37.2% for the nine months ended September 30, 2024, compared to 33.6% for the nine months ended September 30, 2023.

Rent expense increased 1.3%, or $8.5 million, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

Merger, acquisition, and other costs.

Merger, acquisition, and other costs were $0.0 million during the six months ended June 30, 2024, compared to $0.8 million during the six months ended June 30, 2023.

Other general and administrative expense decreased $23.7 million, or 18.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to lower stock-based compensation expense and declines in bonus expense, as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year.

We recorded $2.1 million of stock-based compensation expense during the six months ended June 30, 2024 compared to $20.2 million during the six months ended June 30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022.

Merger, acquisition, and other costs were $0.1 million during the nine months ended September 30, 2024, compared to $1.5 million during the nine months ended September 30, 2023.

Other general and administrative expense decreased $24.1 million, or 13.0%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to lower stock-based compensation expense and declines in bonus expense, as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year.

We recorded $2.1 million of stock-based compensation expense during the nine months ended September 30, 2024 compared to $20.2 million during the nine months ended September 30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022.

Depreciation and amortization.

Depreciation and amortization decreased $30.0 million, or 15.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other expense (income).

Other income of $(151.0) million during the six months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(91.1) million related to the redemption of $191.35 million aggregate principal amount of the Second Lien Notes due 2026, the favorable settlement of a vendor dispute of $(36.2) million, $(19.1) million of recoveries related to the Shareholder Litigation and $(3.6) million of other settlement proceeds.

Other expense of $5.9 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $(84.4) million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(2.3) million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $(14.0) million in settlement of the Lao Action and $(16.2) million in foreign currency transaction gains.

Depreciation and amortization decreased $37.9 million, or 13.6%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other income.

Other income of $173.8 million during the nine months ended September 30, 2024 was primarily due to $73.5 million of income related to the decrease in fair value of the Conversion Option derivative liability, a gain on extinguishment of debt of $38.5 million related to the redemption of $805.0 million aggregate principal amount of the Second Lien Notes, the favorable settlement of a vendor dispute of $36.2 million, $34.0 million of recoveries related to the Shareholder Litigation, $18.9 million of foreign currency transaction gains, $9.9 million of equity in earnings of non-consolidated entities and $3.6 million of other settlement proceeds, partially offset by $41.0 million of third party costs related to the modification of the Existing Term Loans.

Other income of $10.0 million during the nine months ended September 30, 2023 was primarily due to a gain on extinguishment of debt of $95.2 million related to the redemption of $165.6 million aggregate principal amount of the Second Lien Notes, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $14.0 million in settlement of the Lao Action, equity in earnings of non-consolidated entities of $5.3 million and $3.2 million in foreign currency transaction gains, partially offset by, $110.1 million of expense related to the settlement of the Shareholder Litigation comprised of $10.8 million of estimated legal fees and contingent insurance recovery costs and $99.3 million of non-cash expense for the estimated fair value as of the date of the final Delaware Supreme Court order of settlement shares issued to holders of Common Stock on August 28, 2023 .

Interest expense.

Interest expense decreased $3.5 million to $200.2 million for the six months ended June 30, 2024, compared to $203.7 million during the six months ended June 30, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026.

Interest expense increased $12.4 million to $319.8 million for the nine months ended September 30, 2024, compared to $307.4 million during the nine months ended September 30, 2023, primarily due to increased interest expense of $24.2 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $7.9 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $17.4 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $1.8 million.

Investment income.

Investment income was $(11.2) million for the six months ended June 30, 2024, compared to $(8.4) million for the six months ended June 30, 2023.

Investment income in the current year includes interest income of $(11.5) million, partially offset by $0.1 million of decline in estimated fair value of our investment in common shares of Hycroft and $0.2 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income was $14.4 million for the nine months ended September 30, 2024, compared to $11.4 million for the nine months ended September 30, 2023.

Investment income in the current year includes interest income of $16.1 million and $0.2 million of increase in estimated fair value of our investment in common shares of Hycroft, partially offset by $1.9 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income in the prior year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of $8.5 million, partially offset by $5.4 million of decline in estimated fair value of our investment in common shares of Hycroft and $5.4 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft and $1.8 million of expense for NCM Common Units.

Income tax provision.

The income tax provision was $2.5 million and $2.3 million for the six months ended June 30, 2024, and June 30, 2023, respectively.

The income tax provision was $1.4 million and $4.6 million for the nine months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net loss was $196.3 million and $226.9 million during the six months ended June 30, 2024, and June 30, 2023, respectively.

Net loss during the six months ended June 30, 2024 compared to net loss for the six months ended June 30, 2023 was positively impacted by decreases in general and administrative expense, decreases in depreciation and amortization, decreases in interest expense, and increases in investment income and other income partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and an increase in income tax provision.

Net loss was $217.0 million and $214.6 million during the nine months ended September 30, 2024, and September 30, 2023, respectively.

Net loss during the nine months ended September 30, 2024 compared to net loss for the nine months ended September 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year and increases in interest expense, partially offset by decreases in rent expense, decreases in general and administrative expense, decreases in depreciation and amortization, increases in other income, increases in investment income and decreases in income tax provision.

Theatrical Exhibition—U.S.

Total revenues decreased $286.9 million, or 16.0%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Admissions revenues decreased $163.1 million or 16.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to a decrease in attendance of 18.7% from 82.4 million patrons to 67.0 million patrons, partially offset by a 2.4% increase in average ticket price.

Total revenues decreased $295.5 million, or 10.3%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Admissions revenues decreased $178.4 million or 11.4%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to a decrease in attendance of 14.9% from 133.9 million patrons to 113.9 million patrons, partially offset by a 4.1% increase in average ticket price.

The decrease in attendance was primarily due to the popularity of film product compared to the prior year.

Food and beverage revenues decreased $119.1 million, or 17.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron.

Food and beverage per patron increased 1.1% from $8.13 to $8.22 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction.

Total other theatre revenues decreased $4.7 million, or 3.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

The availability and popularity of film product released during the nine months ended September 30, 2024, was negatively impacted by labor stoppages during 2023.

Food and beverage revenues decreased $103.6 million, or 9.8%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron.

Food and beverage per patron increased 6.0% from $7.86 to $8.33 due primarily to an increase in average prices, partially offset by lower units purchase per transaction, a decline in the percentage of guests making transactions and more frequent attendance from our AMC Stubs members.

Total other theatre revenues decreased $13.5 million, or 5.6%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $173.1 million, or 9.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Film exhibition costs decreased $106.8 million, or 21.0%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 49.6% for the six months ended June 30, 2024, compared to 52.3% for the six months ended June 30, 2023.

Operating costs and expenses decreased $179.5 million, or 6.5%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Film exhibition costs decreased $104.9 million, or 12.8%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 51.6% for the nine months ended September 30, 2024, compared to 52.4% for the nine months ended September 30, 2023.

Food and beverage costs decreased $17.3 million, or 14.9%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Food and beverage costs decreased $15.4 million, or 8.5%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 17.9% for the six months ended June 30, 2024, and 17.3% for the six months ended June 30, 2023.

Operating expense decreased by $10.6 million, or 1.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

As a percentage of food and beverage revenues, food and beverage costs were 17.5% for the nine months ended September 30, 2024, and 17.2% for the nine months ended September 30, 2023.

Operating expense decreased by $4.4 million, or 0.5%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in operating expense was primarily due to the decrease in attendance.

As a percentage of revenues, operating expense was 38.6% for the six months ended June 30, 2024, compared to 33.0% for the six months ended June 30, 2023.

Rent expense increased 3.0%, or $9.7 million, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

As a percentage of revenues, operating expense was 36.2% for the nine months ended September 30, 2024, compared to 32.6% for the nine months ended September 30, 2023.

Rent expense increased 0.8%, or $4.0 million, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

Merger, acquisition, and other costs.

Merger, acquisition, and other costs were $0.0 million during the six months ended June 30, 2024, compared to $0.8 million during the six months ended June 30, 2023.

Other general and administrative expense decreased $22.7 million, or 24.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to declines in stock-based compensation expense and lower bonus expense, as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year.

We recorded $1.9 million of stock-based compensation expense during the six months ended June 30, 2024 compared to $18.1 million during the six months ended June 30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022.

Merger, acquisition, and other costs were $0.1 million during the nine months ended September 30, 2024, compared to $1.4 million during the nine months ended September 30, 2023.

Other general and administrative expense decreased $25.8 million, or 19.7%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to declines in stock-based compensation expense and lower bonus expense, as a result of lower annual performance compared to annual targets in the current year compared to the prior year.

We recorded $1.9 million of stock-based compensation expense during the nine months ended September 30, 2024 compared to $18.1 million during the nine months ended September

30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022.

Depreciation and amortization.

Depreciation and amortization decreased $24.6 million, or 16.5%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other expense (income).

Other income of $(117.7) million during the six months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(91.1) million related to the redemption of $191.35 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(3.6) million of other settlement proceeds.

Other expense of $21.8 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $(84.4) million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(2.3) million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026 and a receipt of $(14.0) million in settlement of the Lao Action.

Depreciation and amortization decreased $31.7 million, or 14.5%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other income.

Other income of $117.9 million during the nine months ended September 30, 2024 was primarily due to $73.5 million of income related to the decrease in fair value of the Conversion Option derivative liability, a gain on extinguishment of debt of $38.5 million related to the redemption of $805.0 million aggregate principal amount of the Second Lien Notes, $34.0 million of recoveries related to the Shareholder Litigation, $10.1 million of equity in earnings of non-consolidated entities and $3.6 million of other settlement proceeds, partially offset by $41.0 million of third party costs related to the modification of the Existing Term Loans.

Other income of $5.6 million during the nine months ended September 30, 2023 was primarily due to a gain on extinguishment of debt of $95.2 million related to the redemption of $165.6 million aggregate principal amount of the Second Lien Notes, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $14.0 million in settlement of the Lao Action and equity in earnings of non-consolidated entities of $3.8 million, partially offset by $110.1 million of expense related to the settlement of the Shareholder Litigation comprised of $10.8 million of estimated legal fees and contingent insurance recovery costs and $99.3 million of non-cash expense for the estimated fair value as of the date of the final Delaware Supreme Court order of settlement shares issued to holders of Common Stock on August 28, 2023.

Interest expense.

Interest expense decreased $3.6 million to $169.0 million for the six months ended June 30, 2024, compared to $172.6 million during the six months ended June 30, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026.

Interest expense increased $11.7 million to $272.5 million for the nine months ended September 30, 2024, compared to $260.8 million during the nine months ended September 30, 2023, primarily due to increased interest expense of $24.2 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $7.9 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $17.4 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $1.8 million.

Investment expense (income).

Investment income was $(10.0) million for the six months ended June 30, 2024, compared to expense of $7.1 million for the six months ended June 30, 2023.

Investment income in the current year includes interest income of $(10.3) million, partially offset by $0.1 million of decrease in the estimated fair value of our investment in common shares of Hycroft and $0.2 million of decrease in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income was $(13.0) million for the nine months ended September 30, 2024, compared to expense of $4.7 million for the nine months ended September 30, 2023.

Investment income in the current year includes interest income of $(14.7) million and $(0.2) million of increase in the estimated fair value of our investment in common shares of Hycroft, partially offset by $1.9 million of decrease in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment expense in the prior year includes $5.4 million of decline in estimated fair value of our investment in common shares of Hycroft, $5.4 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft and $1.8 million of expense for NCM Common Units, partially offset by interest income of $7.9 million.

Income tax provision.

The income tax provision was $1.2 million and $1.0 million for the six months ended June 30, 2024, and June 30, 2023, respectively.

Income tax provision (benefit).

The income tax benefit was $(0.7) million and provision $1.6 million for the nine months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net loss was $142.5 million and $188.7 million during the six months ended June 30, 2024, and June 30, 2023, respectively.

Net loss during the six months ended June 30, 2024, compared to net loss for the six months ended June 30, 2023, were positively impacted by decreases in general and administrative expense, depreciation and amortization, interest expense and investment expense and decreases in other expense, partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and increases in income tax provision.

Net loss was $166.4 million and $171.0 million during the nine months ended September 30, 2024, and September 30, 2023, respectively.

Net loss during the nine months ended September 30, 2024, compared to net loss for the nine months ended September 30, 2023, were positively impacted by decreases in general and administrative expense, depreciation and amortization, increases in other income, decreases in investment expense and the decrease in income tax provision, partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and increases in interest expense.

Theatrical Exhibition—International Markets

Total revenues decreased $33.4 million, or 6.5%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Admissions revenues decreased $20.2 million, or 6.6%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to a decrease in attendance of 6.1% from 31.6 million patrons to 29.7 million patrons and a decrease in average ticket price of 0.4%.

Total revenues decreased $81.9 million, or 9.6%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Admissions revenues decreased $58.4 million, or 11.3%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to a decrease in attendance of 10.9% from 53.7 million patrons to 47.8 million patrons and a decrease in average ticket price of 0.5%.

The decrease in attendance was primarily due to the popularity of film product compared to the prior year.

Food and beverage revenues decreased $9.5 million, or 6.4%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron.

Food and beverage per patron decreased 0.2% from $4.66 to $4.65.

Total other theatre revenues decreased $3.7 million, or 6.4%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

Food and beverage revenues decreased $17.3 million, or 7.0%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron.

Food and beverage per patron increased 4.3% from $4.61 to $4.81 primarily due to an increase in average prices and the percentage of guests making transactions.

Total other theatre revenues decreased $6.2 million, or 6.9%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decline in attendance which resulted in lower ticket fees and advertising revenues.

Operating costs and expenses.

Operating costs and expenses decreased $14.8 million, or 2.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Film exhibition costs decreased $10.9 million, or 9.0%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 38.6% for the six months ended June 30, 2024, compared to 39.6% for the six months ended June 30, 2023.

Operating costs and expenses decreased $37.9 million, or 4.4%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Film exhibition costs decreased $29.9 million, or 14.2%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to the decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 39.4% for the nine months ended September 30, 2024, compared to 40.8% for the nine months ended September 30, 2023.

Food and beverage costs decreased $2.9 million, or 7.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Food and beverage costs decreased $5.2 million, or 8.4%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues.

As a percentage of food and beverage revenues, food and beverage costs were 24.7% for the six months ended June 30, 2024, compared to 25.1% for the six months ended June 30, 2023.

Operating expense decreased by $1.3 million, or 0.6%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

As a percentage of food and beverage revenues, food and beverage costs were 24.7% for the nine months ended September 30, 2024, compared to 25.1% for the nine months ended September 30, 2023.

Operating expense decreased by $2.7 million, or 0.9%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

The decrease in operating expense was primarily due to lower utilities expense and the decrease in attendance.

As a percentage of revenues, operating expense was 42.6% for the six months ended June 30, 2024, compared to 40.0% for the six months ended June 30, 2023.

Rent expense increased 6.2%, or $6.7 million, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Other general and administrative expense decreased $1.0 million, or 2.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

As a percentage of revenues, operating expense was 40.5% for the nine months ended September 30, 2024, compared to 36.9% for the nine months ended September 30, 2023.

Rent expense increased 2.7%, or $4.5 million, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Other general and administrative expense increased $1.7 million, or 3.2%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Depreciation and amortization.

Depreciation and amortization decreased $5.4 million, or 13.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to theatre closures and locations impaired in 2023 and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Depreciation and amortization decreased $6.2 million, or 10.3%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Other income.

Other income of $(33.3) million during the six months ended June 30, 2024, was primarily due to the favorable settlement of a vendor dispute of $(36.2) million.

Other income of $(15.9) million during the six months ended June 30, 2023, was primarily due to $(16.2) million in foreign currency transaction gains.

Other income of $55.9 million during the nine months ended September 30, 2024, was primarily due to the favorable settlement of a vendor dispute of $36.2 million, and foreign currency transaction gains of $19.0 million.

Other income of $4.4 million during the nine months ended September 30, 2023, was primarily due to $3.2 million in foreign currency transaction gains.

Interest expense.

Interest expense increased by $0.1 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Interest expense increased by $0.7 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Investment income.

Investment income was $(1.2) million for the six months ended June 30, 2024, and $(15.5) million for the six months ended June 30, 2023.

Investment income was $1.4 million for the nine months ended September 30, 2024, and $16.1 million for the nine months ended September 30, 2023.

Investment income in the current year includes $1.4 million of interest income.

Investment income in the prior year includes a gain on sale of our 10.0% interest in Saudi Cinema

Company, LLC of $(15.5) million.

Investment income in the prior year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $(15.5) million and interest income of $(0.6) million.

Income tax provision.

The income tax provision was $1.3 million and $1.3 million for the six months ended June 30, 2024, and June 30, 2023, respectively.

The income tax provision was $2.1 million and $3.0 million for the nine months ended September 30, 2024, and September 30, 2023, respectively.

See Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Net loss was $53.8 million and $38.2 million during the six months ended June 30, 2024, and June 30, 2023, respectively.

Net loss during the six months ended June 30, 2024 compared to net loss for the six months ended June 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and increases in interest expense, partially offset by decreases in general and administrative expense, decreases in depreciation and amortization expense an increases in other income.

Net loss was $50.6 million and $43.6 million during the nine months ended September 30, 2024, and September 30, 2023, respectively.

Net loss during the nine months ended September 30, 2024 compared to net loss for the nine months ended September 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense, increases in general and administrative expenses, increases in interest expense and decreases in investment income, partially offset by decreases in depreciation and amortization expense, increases in other income and decreases in income tax provision.

Adjusted EBITDA

We present Adjusted EBITDA as a supplemental measure of our performance.

These further adjustments are itemized below.

You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.

In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The preceding definition of and adjustments made to GAAP measures to determine Adjusted EBITDA are broadly consistent with Adjusted EBITDA as defined in the Company’s debt indentures.

During the three months ended September 30, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.

The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:

Three Months Ended

Nine Months Ended

Adjusted EBITDA (In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

International markets

Total Adjusted EBITDA

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Net earnings (loss)

Income tax provision (benefit) (1)

Interest expense

Depreciation and amortization

Certain operating expense (2)

Equity in earnings of non-consolidated entities (3)

Attributable EBITDA (4)

Investment income (5)

Other income (6)

General and administrative — unallocated:

Merger, acquisition and other costs (7)

Stock-based compensation expense (8)

Adjusted EBITDA

(1) For information regarding the income tax provision, see Note 8—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q.

We have excluded these items as they are non-cash in nature or are non-operating in nature.

(3) Equity in earnings of non-consolidated entities during the three months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $(4.3) million.

Equity in earnings of non-consolidated entities during the three months ended September 30, 2023 primarily consisted of equity in earnings from AC JV of $(1.5) million.

Equity in earnings of non-consolidated entities during the nine months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $(9.5) million.

Equity in earnings of non-consolidated entities during the nine months ended September 30, 2023 primarily consisted of equity in earnings from AC JV of $(3.4) million.

(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.

See below for a reconciliation of our equity in loss of non-consolidated entities to attributable EBITDA.

We also provide services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program.

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 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 income

Interest expense

Depreciation and amortization

Other expense

Attributable EBITDA

(5) Investment expense (income) during the three months ended September 30, 2024 includes appreciation in estimated fair value of our investment in common shares of Hycroft of $(0.3) million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $1.7 million and interest income of $(4.6) million.

Investment expense (income) during the three months ended September 30, 2023 included appreciation in estimated fair value of our investment in common shares of Hycroft of $(0.1) million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $0.8 million, and interest income of $(3.7) million.

Investment expense (income) during the nine months ended September 30, 2024 includes appreciation in estimated fair value of our investment in common shares of Hycroft of $(0.2) million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $1.9 million, and interest income of $(16.1) million.

Investment expense (income) during the nine months ended September 30, 2023 included deterioration in estimated fair value of our investment in common shares of Hycroft of $5.4 million, deterioration in estimated fair value of our 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 our investment in Saudi Cinema Company, LLC and interest income of $(8.5) million.

(6) Other expense (income) during the three months ended September 30, 2024 includes shareholder litigation recoveries of $(14.9) million, foreign currency transaction gains of $(21.5) million, losses on debt extinguishment of $50.8 million, term loan modification third party fees of $41.0 million, and a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(73.5) million.

Other expense (income) during the three months ended September 30, 2023 included a non-cash litigation contingency adjustment of $(16.1) million, foreign currency transaction losses of $12.8 million, and gains on debt extinguishment of $(10.8) million.

Other expense (income) during the nine months ended September 30, 2024 includes shareholder litigation recoveries of $(34.0) million, gains on debt extinguishment of $(40.3) million, term loan modification third party fees of $41.0 million, a vendor dispute settlement of $(36.2) million, foreign currency transaction gains of $(18.9) million and a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(73.5) million.

Other expense (income) during the nine months ended September 30, 2023 included a non-cash litigation contingency 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.

(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.

(8) Non-cash expense included in general and administrative:

Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S.

For example, Adjusted EBITDA:

● does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;

● does not reflect changes in, or cash requirements for, our working capital needs;

● does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments on our debt;

● excludes income tax payments that represent a reduction in cash available to us;

● does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.

During the three months ended September 30, 2024, Adjusted EBITDA in the U.S.

markets was $143.3 million compared to $155.5 million during the three months ended September 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance partially due to a decline in market share of box office revenues compared to the prior year driven by the interplay between the film slate and our geographic mix, increases in film exhibition cost as a percentage of admissions revenue, and increases in operating expenses.

These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron, decreases in rent expense and decreases in general and administrative expenses.

During the three months ended September 30, 2024, Adjusted EBITDA in the International markets was $18.5 million compared to $44.4 million during the three months ended September 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and declines in average ticket price.

These declines were partially offset by increases in food and beverage sales per patron and decreases in rent expense.

During the three months ended September 30, 2024, Adjusted EBITDA in the U.S.

markets and International markets was $161.8 million compared to $199.9 million during the three months ended September 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

During the nine months ended September 30, 2024, Adjusted EBITDA in the U.S.

markets was $178.5 million compared to $353.4 million during the nine months ended September 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the availability and popularity of new film releases compared to the prior year and increases in rent expense due to a prior year rent credit for a theatre termination.

These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron and decreases in general and administrative expenses.

During the nine months ended September 30, 2024, Adjusted EBITDA in the International markets was $0.6 million compared to $53.0 million during the nine months ended September 30, 2023.

The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year, declines in average ticket price and increases in rent expense.

During the nine months ended September 30, 2024, Adjusted EBITDA in the U.S.

markets and International markets was $179.1 million compared to $406.4 million during the nine months ended September 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

LIQUIDITY AND CAPITAL RESOURCES

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Consequently, we typically generate higher revenues during such periods and experience higher working capital requirements following such periods.

We had working capital deficit (excluding restricted cash) as of June 30, 2024, and December 31, 2023 of ($624.0) million and $(456.4) million, respectively.

As of June 30, 2024 and December 31, 2023, working capital included operating lease liabilities of $512.2 million and $508.8 million, respectively, and deferred revenues of $399.1 million and $421.8 million, respectively.

We had working capital deficit (excluding restricted cash) as of September 30, 2024, and December 31, 2023 of ($839.5) million and $(456.4) million, respectively.

As of September 30, 2024 and December 31, 2023, working capital included operating lease liabilities of $527.6 million and $508.8 million, respectively, and deferred revenues of $385.1 million and $421.8 million, respectively.

See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for a further discussion of our Financial Covenants.

As of June 30, 2024, we had cash and cash equivalents of $770.3 million.

We have continued to lower our future interest expense through debt exchanges for equity and enhanced liquidity through equity issuances.

See Note 6 — Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

As of September 30, 2024, we had cash and cash equivalents of $527.4 million.

We have continued to lower the future interest expense of our fixed-rate debt through debt buybacks and exchanges for equity and enhanced liquidity through equity issuances.

See Note 6 — Corporate Borrowings and Finance Lease Liabilities, Note 7—Stockholders’ Deficit, and Note 13 — Subsequent Events in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

We expect, from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

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The amounts involved may be material and, to the extent equity is used, dilutive.

On July 22, 2024, we completed a series of refinancing transactions with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $1.6 billion of the Company’s debt maturing in 2026.

On August 1, 2024, the Company completed follow-on open market repurchases of the Company’s Existing Term Loans, and in exchange, issued to such selling holders the Company’s New Term Loans pursuant to the New Term Loan Credit Agreement, by and among the Company and Muvico, LLC as co-borrowers, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

As of August 1, 2024, the Company completed open market purchase of $1,864.0 million aggregate principal amount of its Existing Term Loans and issued $1,993.3 million aggregate principal amount of the New Term Loans.

Accordingly, as of such date, the Company had approximately $31.0 million aggregate principal amount of Existing Term Loans outstanding.

See Note 13 — Subsequent Events in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Refinancing Transactions

On July 22, 2024, we completed a series of refinancing transactions (the “Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $1.6 billion of our debt previously maturing in 2026.

On August 1, 2024, we completed follow-on open market repurchases of our Existing Term Loans, and in exchange, issued to such selling holders our New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $762.0 million.

On August 14, 2024, we completed an additional follow-on open market repurchase of our Existing Term Loans, and in exchange, issued to such selling holders our New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $4.0 million.

On September 17, 2024, we issued $27.0 million of New Term Loans at par for cash and used the proceeds to redeem the remaining Existing Term Loans.

As of September 30, 2024, the Company completed open market purchases of $1,895.0 million aggregate principal amount of its Existing Term Loans and issued $2,024.3 million aggregate principal amount of the New Term Loans.

Accordingly, as of such date, the Company had no remaining aggregate principal amount of Existing Term Loans outstanding.

See Note 6 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.

Liquidity Requirements

We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations and satisfy our obligations currently and through the next twelve months.

As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, we 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.

We currently do not expect to replace the Senior Secured Revolving Credit Facility.

We have 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.

Our current cash burn rates are not sustainable long-term.

In order to achieve sustainable net positive operating cash flows and long-term profitability, we believe that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.

North American box office grosses were down approximately 36% for the six months ended June 30, 2024, compared to the six months ended June 30, 2019.

Until such time as we are able to achieve sustainable net positive operating cash flow, it is difficult to estimate our future cash burn rates and liquidity requirements.

In order to achieve sustainable net positive cash flows provided by operating activities and long-term profitability, we believe that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.

North American box office grosses were down approximately 25% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2019.

Until such time as we are able to achieve sustainable net positive cash flows provided by operating activities, it is difficult to estimate our future cash burn rates and liquidity requirements.

Depending on our assumptions regarding the timing and ability to achieve levels of revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the revenues, attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our 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 and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023 had a negative impact in 2024 on the film slate for exhibition, the Company’s liquidity and cash burn rates.

Additionally, the effects of labor stoppages that occurred during 2023 had a negative impact in 2024 on the film slate for exhibition, the Company’s liquidity and cash burn rates.

Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of this Quarterly Report on terms acceptable to us or at all.

On March 28, 2024, we entered into a Common Stock equity distribution agreement with certain sales agents to sell shares of Common Stock, from time to time, having an aggregate offering price of $250.0 million, through an at-the-market offering program.

During the six months ended June 30, 2024, we raised gross proceeds of $250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.3 million and $0.6 million, respectively, through the at-the-market offering of approximately 72.5 million shares of Common Stock.

We paid $0.7 million of other third-party issuance costs during the six months ended June 30, 2024.

During the nine months ended September 30, 2024, we raised gross proceeds of $250.0

million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.3 million and $0.6 million, respectively, through the at-the-market offering of approximately 72.5 million shares of Common Stock.

We paid $0.7 million of other third-party issuance costs during the nine months ended September 30, 2024.

We intend to use any net proceeds from the sale of Common Stock pursuant to the program to bolster liquidity, to repay, refinance, redeem or repurchase our existing indebtedness (including expenses, accrued interest and premium, if any) and for general corporate purposes.

We currently do not expect to replace the Senior Secured Revolving Credit Facility.

Cash Flows from Operating Activities

Net cash flows used in operating activities, as reflected in the condensed consolidated statements of cash flows, were $222.9 million and $203.3 million during the six months ended June 30, 2024 and June 30, 2023, respectively.

The increase in net cash flows used in operating activities was primarily due to the decline in attendance due to the impact of the Writers Guild of America and Screen Actors Guild – American Federation of Television and Radio Artists strikes that occurred during 2023.

All things being equal, a decline in attendance results in less operating cash inflows that could be used to pay for the costs associated with our operations, thus creating an increase in net cash used in operations.

The additional cash used in operating activities due to the decline in attendance was partially offset by reductions in rent repayments that were deferred during the COVID-19 pandemic and vendor dispute and other settlement proceeds received during the six months ended June 30, 2024.

Net cash flows used in operating activities, as reflected in the condensed consolidated statements of cash flows, were $254.4 million and $137.4 million during the nine months ended September 30, 2024 and September 30, 2023, respectively.

The increase in net cash flows used in operating activities was primarily due to the decline in attendance due to the impact of labor stoppages that occurred during 2023 and third-party fees paid in connection with the modification of the term loans.

All things being equal, a decline in attendance results in less cash inflows provided by operating activities that could be used to pay for the costs associated with our operations, thus creating an increase in net cash used in operations.

Cash Flows from Investing Activities

Net cash flows used in investing activities, as reflected in the condensed consolidated statements of cash flows, were $93.5 million and $57.4 million during the six months ended June 30, 2024 and June 30, 2023, respectively.

Cash outflows from investing activities include capital expenditures of $95.1 million and $96.0 million during the six months ended June 30, 2024, and June 30, 2023, respectively.

During the six months ended June 30, 2023, cash flows used in investing activities included proceeds from the sale of our investment in Saudi Cinema Company, LLC of $30.0 million and proceeds from the disposition of long-term assets of $6.0 million.

Net cash flows used in investing activities, as reflected in the condensed consolidated statements of cash flows, were $154.0 million and $116.4 million during the nine months ended September 30, 2024 and September 30, 2023, respectively.

Cash outflows from investing activities include capital expenditures of $155.8 million and $153.5 million during the nine months ended September 30, 2024, and September 30, 2023, respectively.

During the nine months ended September 30, 2023, cash flows used in investing activities included proceeds from the sale of our investment in Saudi Cinema Company, LLC of $30.0 million and proceeds from the disposition of long-term assets of $8.6 million.

We fund the costs of constructing, maintaining, and remodeling our theatres through existing cash balances, cash generated from operations, landlord contributions, or capital raised, as necessary.

2 unchanged sentences

Cash Flows from Financing Activities

Net cash flows provided by financing activities, as reflected in the condensed consolidated statements of cash flows, were $227.3 million and $62.4 million during the six months ended June 30, 2024 and June 30, 2023, respectively.

Cash flows provided by financing activities during the six months ended June 30, 2024, were primarily due to net proceeds from equity issuances of $243.0 million, scheduled principal payments under the Term Loan due 2026 and taxes paid for restricted unit withholdings of $2.2 million.

See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Equity in the Notes to the condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q for further information, including a summary of principal payments required and maturities of corporate borrowings as of June 30, 2024.

Cash flows provided by financing activities during the six months ended June 30, 2023, were primarily due to net proceeds from equity issuances of $175.7 million, partially offset by the repurchase of Second Lien Notes due 2026 for $82.4 million, and taxes paid for restricted unit withholdings of $14.2 million.

Net cash flows provided by financing activities, as reflected in the condensed consolidated statements of cash flows, were $72.1 million and $355.3 million during the nine months ended September 30, 2024 and September 30, 2023, respectively.

Cash flows provided by financing activities during the nine months ended September 30, 2024, were primarily due to net proceeds from equity issuances of $243.0 million and proceeds from the issuance of New Term Loans of $27.0 million, partially offset by the repurchase of Second Lien Notes of $83.2 million, deferred debt issuance costs of $45.7 million, principal payments under Existing Term Loans of $27.0 million, the repurchase of Senior Subordinated Notes due 2025 of $12.9 million, the repurchase of Senior Subordinated Notes due 2026 of $6.0 million, principal payments under term loan borrowings of $15.1 million, and taxes paid for restricted unit withholdings of $2.2 million.

Cash flows provided by financing activities during the nine months ended September 30, 2023, were primarily due to net proceeds from equity issuances of $492.4 million, net of issuance costs, partially offset by the repurchase of Second Lien Notes for $99.8 million, and taxes paid for restricted unit withholdings of $14.2 million.

Formation of Unrestricted Subsidiaries

On July 22, 2024, American-Multi Cinema Inc.

(“Multi-Cinema”), a Missouri corporation and a direct subsidiary of AMC Entertainment Holdings, Inc.

(“Holdings”), assigned or transferred the net assets (“Theatre Net Assets”) of 175 theatres and transferred a 100% interest in certain intellectual property assets to its direct subsidiary Centertainment Development, LLC (“Centertainment”), and the Theatre Net Assets were in turn transferred to Centertainment’s direct wholly-owned subsidiary Muvico, LLC (“Muvico”), a newly formed Texas limited liability company.

Theatre Net Assets include lease contracts and theatre property, including furniture, fixtures, plant and equipment, and other working capital items associated directly with the theatre locations.

At the same time, Muvico licensed the intellectual property back to Multi-Cinema for its continued use in the operation of its retained theatres and entered into a management agreement for Multi-Cinema to operate the theatres transferred to Muvico.

Muvico and Centertainment (collectively, the “Muvico Group”) are unrestricted subsidiaries under the indenture governing Holdings’ Existing First Lien Notes.

Unrestricted Subsidiaries’ Financial Information and Operating Metrics

Pursuant to the indenture governing Holdings’ Existing First Lien Notes, the indenture governing Muvico’s Exchangeable Notes, and the New Term Loan Credit Agreement governing Holdings’ and Muvico’s New Term Loans, we are presenting the following financial information and operating metrics for the Muvico Group separately from Holdings and its restricted subsidiaries (the “Restricted Subsidiaries” and collectively with Holdings, the “AMC Group”).

AMC Theatres of UK Limited, which is an unrestricted subsidiary under the indenture governing Holdings’ Existing First Lien Notes has been included with the Restricted Subsidiaries for the purposes of the following presentation of financial information and operating metrics (this subsidiary is individually immaterial).

The financial information presented for AMC Group and Muvico Group is presented on a standalone basis with discrete identification of the assets, liabilities, revenues and expenses associated with the Theatre Net Assets that were transferred to Muvico.

Intercompany transactions between entities within the AMC Group or within the Muvico Group have been eliminated.

Certain entities within the AMC Group and within the Muvico Group are parties to intercompany management, licensing, and debt agreements with each other.

These transactions are reflected discretely within the columnar presentation below and are properly eliminated upon consolidation.

The financial information is also prepared using the historical cost carrying values of Holdings, the top parent entity.

Holdings and Muvico are co-borrowers and joint and severally liable for the New Term Loan borrowings.

Pursuant to ASC 405-40 we have allocated fifty percent (50%) of the liabilities, interest expense and cash flows each to Muvico and Holdings, respectively.

The basis of this allocation is the amount we expect each party to pay.

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

(In millions)

Food and beverage

Other theatre (4)

Total revenues

Operating costs and expenses

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization below

General and administrative:

Merger, acquisition and other costs

Other, excluding depreciation and amortization below (4)

Depreciation and amortization

Operating costs and expenses

Operating income

Other expense, net:

Other expense (income), net

Interest expense:

Corporate borrowings

Finance lease obligations

Intercompany interest expense

Non-cash NCM exhibitor services agreement

Intercompany interest income

Investment expense (income)

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (benefit) (3)

Net earnings (loss)

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain arising during the period

Other comprehensive income

Total comprehensive income (loss)

(1) This column provides the information required to be presented for (i) Holdings and its Restricted Subsidiaries under the indentures governing the Exchangeable Notes and Existing First Lien Notes and (ii) AMC Group under the New Term Loan Credit Agreement.

Transactions between Holdings and its restricted subsidiaries have been eliminated.

(2) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

(3) Muvico is a disregarded entity for federal and state income tax purposes with all tax expense and deferred taxes recorded at the Holdings level.

(4) Includes intercompany management fee revenues of $4.2 million recorded by AMCEH & Restricted Subsidiaries/AMC Group and intercompany license fee revenues of $3.9 million recorded by Muvico Group Unrestricted Subsidiaries.

Corresponding amounts of expense are included in General and Administrative:

Other for Muvico Group Unrestricted Subsidiaries and AMCEH & Restricted Subsidiaries/AMC Group, respectively.

The amounts presented are from Muvico inception on July 22, 2024 through the end of the reporting period.

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (4)

Key operating metrics:

Average ticket price

Attendance (in thousands) (1)

Number of screens operated (2)

Number of theatres operated (2)

Adjusted EBITDA (5)

(1) Includes consolidated theatres only and excludes screens offline due to construction.

(2) The screens and theatres of the Muvico Group are operated by Multi-Cinema pursuant to the management agreement.

(3) This column provides the information required to be presented for (i) Holdings and its Restricted Subsidiaries under the indentures governing the Exchangeable Notes and Existing First Lien Notes and (ii) AMC Group under the New Term Loan Credit Agreement.

(4) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

(5) Below is a reconciliation of net loss to Adjusted EBITDA for AMCEH & Restricted Subsidiaries/AMC Group and Muvico Group.

The reconciling items below have the same definitions and are of the same nature as of the reconciling items presented previously in Management’s Discussion and Analysis section of this Form 10-Q.

Below is a reconciliation of net loss to Adjusted EBITDA for AMCEH & Restricted Subsidiaries/AMC Group and Muvico Group.

The reconciling items below have the same definitions and are of the same nature as of the reconciling items presented previously in Management’s Discussion and Analysis section of this Form 10-Q.

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Income tax benefit

Interest expense

Depreciation and amortization

Certain operating expense

Equity in earnings of non-consolidated entities

Attributable EBITDA

Investment income

Other expense (income)

General and administrative — unallocated:

Merger, acquisition and other costs

Stock-based compensation expense

Adjusted EBITDA

(2) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

(In millions)

Food and beverage

Other theatre (4)

Total revenues

Operating costs and expenses

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization below

General and administrative:

Merger, acquisition and other costs

Other, excluding depreciation and amortization below (4)

Depreciation and amortization

Operating costs and expenses

Operating income (loss)

Other expense, net:

Other income, net

Interest expense:

Corporate borrowings

Finance lease obligations

Intercompany interest expense

Non-cash NCM exhibitor services agreement

Intercompany interest income

Investment expense (income)

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (benefit) (3)

Net earnings (loss)

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Pension adjustments:

Net loss arising during the period

Other comprehensive loss

Total comprehensive income (loss)

(2) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

(3) Muvico is a disregarded entity for federal and state income tax purposes with all tax expense and deferred taxes recorded at the Holdings level.

Corresponding amounts of expense are included in General and Administrative:

Other for Muvico Group Unrestricted Subsidiaries and AMCEH & Restricted Subsidiaries/AMC Group, respectively.

The amounts presented are from Muvico inception on July 22, 2024 through the end of the reporting period.

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (4)

Key operating metrics:

Average ticket price

Attendance (in thousands) (1)

Number of screens operated (2)

Number of theatres operated (2)

Adjusted EBITDA (5)

(1) Includes consolidated theatres only and excludes screens offline due to construction.

(2) The screens and theatres of the Muvico Group are operated by Multi-Cinema pursuant to the management agreement.

(4) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

(5) Below is a reconciliation of net loss to Adjusted EBITDA for AMCEH & Restricted Subsidiaries/AMC Group and Muvico Group.

The reconciling items below have the same definitions and are of the same nature as of the reconciling items presented previously in Management’s Discussion and Analysis section of this Form 10-Q.

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Income tax provision

Interest expense

Depreciation and amortization

Certain operating expense

Equity in earnings of non-consolidated entities

Attributable EBITDA

Investment income

Other income, net

General and administrative — unallocated:

Merger, acquisition and other costs

Stock-based compensation expense

Adjusted EBITDA

(2) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

As of September 30, 2024

Subsidiaries/AMC

(In millions, except share data)

Current assets:

Cash and cash equivalents (1)

Restricted cash

Receivables, net

Other current assets

Total current assets

Property, net

Operating lease right-of-use assets, net

Intangible assets, net

Deferred tax asset, net (4)

Other long-term assets

Intercompany receivables (2)

Investment in subsidiary

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued expenses and other liabilities

Deferred revenues and income

Current maturities of corporate borrowings

Current maturities of finance lease liabilities

Current maturities of operating lease liabilities

Total current liabilities

Corporate borrowings

Finance lease liabilities

Operating lease liabilities

Exhibitor services agreement

Deferred tax liability, net (4)

Intercompany payables (2)

Other long-term liabilities

Total liabilities

Commitments and contingencies

Stockholders’ deficit:

AMC Entertainment Holdings, Inc.'s stockholders' deficit:

Preferred stock

Class A common stock

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders' deficit

Total liabilities and stockholders’ deficit

(1) The cash held in bank accounts differs from the book balance due to deposits in transit, payments in transit, and certain cash equivalents.

(2) Intercompany receivables (payables) includes intercompany loans, fees receivable/payable pursuant to the management agreement and intellectual property license agreement, the intercompany receivable/payable created by allocating the New Term Loans borrowings between Holdings and Muvico, and other intercompany balances created due to the Refinancing Transactions.

(4) Muvico is a disregarded entity for federal and state income tax purposes with all tax expense and deferred taxes recorded at the Holdings level.

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net (loss) earnings

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

(Gain) loss on extinguishment of debt

Gain on derivative liability

Deferred income taxes

Unrealized loss on investments in Hycroft

Amortization of (premium) discount on corporate borrowings to interest expense

Amortization of deferred financing costs to interest expense

Non-cash portion of stock-based compensation

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

Landlord contributions

Deferred rent

Net periodic benefit cost

Change in assets and liabilities:

Accounts payable

Accrued expenses and other liabilities

Intercompany receivables and payables

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Capital expenditures

Proceeds from disposition of long-term assets

Cash contributed to Muvico Group

Net cash used in investing activities

Cash flows from financing activities:

Repurchase of Senior Subordinated Notes due 2025

Repurchase of Senior Subordinated Notes due 2026

Repurchase of Second Lien Notes due 2026

Scheduled principal payments under Term Loan borrowings

Principal payments under Term Loan due 2026

Proceeds from issuance of Term Loan due 2029

Net proceeds from equity issuances

Principal payments under finance lease obligations

Cash used to pay for deferred financing costs

Debt extinguishment costs

Taxes paid for restricted unit withholdings

Proceeds (payments) of intercompany loans

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

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

(2) The amounts presented for Muvico are from its inception on July 22, 2024 through the end of the reporting period.

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 2. Management’s Discussion and Analysis