What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-26 compared with 2024-02-28 · 488 added, 409 removed, 279 unchanged (76% of the section changed)

3 unchanged sentences

Please see “Forward-Looking Statements” and “Risk Factors” in Part I on this Annual Report on Form 10-K for a discussion of the risks, uncertainties and assumptions relating to these statements.

See Note 1 — The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for information regarding the Company’s significant accounting policies.

See Note 1 — The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for information regarding the Company’s significant accounting policies.

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

1 unchanged sentence

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

The balance of our revenues is 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.

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

As of December 31, 2024, we owned, operated or had interests in 871 theatres and 9,798 screens.

Significant Events—For the Year Ended December 31, 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 year ended December 31, 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

(Gain)/Loss on

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:

5.75% Senior Subordinated Notes due 2025

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 year ended December 31, 2024.

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

Share Issuances.

During the year ended December 31, 2024, we raised gross proceeds of $261.8 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.4 million and $1.9 million, respectively, through our at-the-market offerings of approximately 75.5 million shares of our Common Stock.

We paid $0.8 million of other third-party issuance costs during the year ended December 31, 2024.

Additionally, we entered into forward transactions to sell 30.0 million shares of our Common Stock.

During December 2024, we were paid $0.01 per share for the par value of the forward shares totaling $0.3 million.

In January 2025, we were paid $171.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30 million shares of Common Stock plus at-the-market offerings of 17.1 million shares of Common Stock.

Fees paid to sales agents were approximately $0.6 million.

We may be entitled to receive additional cash payments pursuant to the forward sales.

There is no guarantee that we will receive any additional proceeds.

See Note 9—Stockholder’s Deficit and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Debt Refinancing.

During the year ended December 31, 2024, we completed a series of transactions to refinance $1,895.0 million aggregate principal amount of our Existing Term Loans and $518.6 million of our Second Lien Notes.

As part of the transactions we issued $2,024.3 million aggregate principal amount of the New Term Loans and $414.4 million aggregate principal of Exchangeable Notes.

The repurchases of the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment of $61.2 million.

See the Liquidity and Capital Resources section below and Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on these transactions.

Special Awards.

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

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

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

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

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

Significant Events—For the Year Ended December 31, 2023

AMC Distribution.

10 unchanged sentences

We recorded a gain on the sale of $15.5 million in investment income during the year ended December 31, 2023.

Debt Repurchases & Exchanges.

The below table summarizes the cash debt repurchase transactions during the year ended December 31, 2023, including related party transactions with Antara, which was a related party from February 7, 2023 to August 25, 2023.

These transactions were executed at terms equivalent to an arms-length transaction.

Debt Repurchases and Exchanges.

The below table summarizes the cash debt repurchase transactions and various debt for equity exchange transactions during the year ended December 31, 2023, including repurchases with a related party.

Aggregate Principal

1 unchanged sentence

Accrued Interest

(In millions)

(In millions, except for share data)

Repurchased/Exchanged

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

Related party transactions:

5 unchanged sentences

Total non-related party transactions

Total debt repurchases

The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events in Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Total cash debt repurchase transactions

Debt for equity exchange transactions:

Second Lien Notes due 2026

Total debt repurchases and exchanges

Additional Share Issuances to Antara.

On December 22, 2022, we entered into 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 December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital LP (“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, we 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 our 10%/12% Cash/PIK Toggle Second Lien Notes due 2026.

16 unchanged sentences

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

Under the Chapter 11 Plan (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 that were owed to AMC 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 of the court’s order to approve cancellation of the NCM common unit issuance.

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

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 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 the NCM bankruptcy to have a material impact on the Company.

Shareholder Litigation.

6 unchanged sentences

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

See Note 11—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further information regarding the litigation and settlement.

For capitalized terms used herein but not defined see Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Significant Events—For the Year Ended December 31, 2022

Share Issuances.

On September 26, 2022, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Citigroup Global Markets Inc.

as a sales agent (“Sales Agent”), to sell up to 42.5 million shares, as adjusted for the Reverse Stock Split, of our AMC Preferred Equity Units, from time to time, through an “at-the-market” offering program.

We raised gross proceeds of approximately $228.8 million during the year ended December 31, 2022, through our at-the-market offering of approximately 20.8 million shares, as adjusted for the Reverse Stock Split, of our AMC Preferred Equity Units and paid fees to the Sales Agent and incurred other third-party issuance costs of approximately $5.7 million and $5.5 million, respectively.

AMC Preferred Equity Units.

On August 4, 2022, we announced that the Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock outstanding at the close of business on August 15, 2022, the record date.

The dividend was paid at the close of business on August 19, 2022 to investors who held Class A common stock as of August 22, 2022, the ex-dividend date.

Each AMC Preferred Equity Unit was a depositary share and represents an interest in a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement.

Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share of Common Stock.

Trading of the AMC Preferred Equity Units on the NYSE began on August 22, 2022 under the ticker symbol “APE” and ceased on August 25, 2023.

Investment in Hycroft.

On March 14, 2022, we purchased 2.3 million units of Hycroft Mining Holding Corporation (NASDAQ:

HYMC) (“Hycroft”) for $27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant.

The units were priced at $11.93 per unit.

The preceding amounts have been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

Each warrant we hold is exercisable for one common share of Hycroft at a price of $10.680 per share over a 5-year term through March 2027.

We account for the common shares of Hycroft under the equity method and we have elected the fair value option in accordance with ASC 825-10.

We account for the warrants as derivatives in accordance with ASC 815.

Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment expense (income).

During the years ended December 31, 2023 and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $12.6 million and $6.3 million, respectively, in investment expense (income), respectively.

See Note 12—Fair Value Measurements in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

First Lien Senior Secured Notes due 2029.

On February 14, 2022, we issued $950.0 million aggregate principal amount of our 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”).

We used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and $73.5 million aggregate principal amount of the First Lien Toggle notes due 2026 and to pay related accrued interest, fees, costs, premiums and expenses.

We recorded a loss on debt extinguishment related to this transaction of $135.0 million in other expense in 2022.

Odeon Debt Refinancing.

The Odeon Term Loan Facility was set to mature on August 19, 2023.

On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of the Company issued $400.0 million aggregate principal amount of its 12.75% Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00%.

The Odeon Notes due 2027 bear a cash interest rate of 12.75% per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023.

The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis.

The Odeon Notes due 2027 contain covenants that limit Odeon and certain subsidiaries’ ability to, among other things:

(i) incur additional indebtedness or guarantee indebtedness;

(ii) create liens;

(iii) declare or pay dividends, redeem stock or make other distributions to stockholders;

(iv) make investments;

(v) enter into transaction with affiliates;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;

and (vii) impair the security interest in the collateral.

These covenants are subject to a number of important limitations and exceptions.

We used the $363.0 million net proceeds from the Odeon Notes due 2027 and $146.7 million of existing cash to fund the payment in full of the £147.6 million ($167.7) million and €312.2 million ($308.9) million aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses.

We recorded a loss on debt extinguishment related to this transaction of $36.5 million in other expense in 2022.

See Note 11—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information regarding the litigation and settlement.

For capitalized terms used herein but not defined see Note 9—Stockholders’ Deficit or Note 11—Commitments and Contingencies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Significant Events—For the Year Ended December 31, 2022

For a discussion of significant events for the year ended December 31, 2022, see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2021 , filed with the Securities and Exchange Commission on March 1, 2022, which is incorporated herein by reference.

Selected Financial Data

(In millions, except operating data)

Statement of Operations Data:

Food and beverage

Other revenue

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(1)

Other, excluding depreciation and amortization below

Depreciation and amortization

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill(2)

Operating costs and expenses

Operating income (loss)

Other expense (income)(3)

Interest expense:

Corporate borrowings

Capital and financing lease obligations

Non-cash NCM exhibitor services agreement(4)

Equity in (earnings) losses of non-consolidated entities(5)

Investment expense (income)(6)

Loss before income taxes

Income tax provision (benefit)(7)

Net loss attributable to noncontrolling interests

Net loss attributable to AMC Entertainment Holdings, Inc.

Loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:

Basic and diluted

Average shares outstanding

Basic and diluted (in thousands)

Dividends declared per basic and diluted common share

(In millions, except operating data)

Balance Sheet Data (at period end):

Cash and cash equivalents

Corporate borrowings

Other long-term liabilities

Finance lease liabilities

AMC Entertainment Holdings, Inc.'s stockholder’s equity (deficit)

Net cash provided by (used in) operating activities

Capital expenditures

Screen additions

Screen acquisitions

Screen dispositions

Construction openings (closures), net

Average screens—continuing operations(8)

Number of screens operated

Number of theatres operated

Total number of circuit screens

Total number of circuit theatres

Screens per theatre

Attendance (in thousands)—continuing operations(8)

(1) During the year ended December 31, 2023, expenses were primarily related to legal and professional costs related to strategic contingent planning.

During the year ended December 31, 2022, expenses were primarily related to legal and professional costs related to strategic contingent planning.

During the year ended December 31, 2021, expenses were primarily due to bonus expense and stock-based compensation expense.

During the year ended December 31, 2020, expenses were primarily due to legal and professional costs related to strategic contingent planning.

During the year ended December 31, 2019, expenses were primarily due to organizational design including one-time severance and outplacement costs of $9.8 million and acquisitions and divestitures including entity simplification costs of $4.0 million.

(2) During the year ended December 31, 2023, we recorded non-cash impairment charges related to our long-lived assets of $49.2 million on 68 theatres in the U.S.

markets with 738 screens which were related to property, net, and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recorded non-cash impairment charges related to our long-lived assets of $73.4 million on 68 theatres in the U.S.

markets with 817 screens which were related to property, net, and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2021, we recorded non-cash impairment charges related to our long-lived assets of $61.3 million on 77 theatres in the U.S.

markets with 805 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $15.9 million on 14 theatres in the International markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2020, we recorded goodwill non-cash impairment of $1,276.1 million and $1,030.3 million related to the enterprise fair values of the Domestic Theatres and International Theatres reporting units, respectively.

During the year ended December 31, 2020, we recorded non-cash impairment charges related to our long-lived assets of $152.5 million on 101 theatres in the U.S.

markets with 1,139 screens and $25.4 million on 37 theatres in the International markets with 340 screens and recorded impairment charges related to indefinite-lived intangible assets of $12.5 million and $2.7 million related to the Odeon and Nordic trade names, respectively, in the International markets.

We also recorded non-cash impairment charges of $14.4 million for our definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020.

During the year ended December 31, 2019, we recorded non-cash impairment of long-lived assets of $84.3 million on 40 theatres in the U.S.

markets with 512 screens, 14 theatres in the International markets with 148 screens, and a U.S.

property held and not used.

(3) Other (income) for the year ended December 31, 2023, was primarily due to gains on debt extinguishment of $(142.8) and foreign currency transaction gains of $(17.8) million, partially offset by litigation charges of $110.2 million.

Other expense for the year ended December 31, 2022, was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026 and a loss on extinguishment of debt of $36.5 million related to the full redemption of the £147.6 million and €312.2 million ($476.6 million) aggregate principal amount of the Odeon Term Loan Facility, partially offset by a gain on extinguishment of debt of $(75.0) million related to the redemption of $118.3 million of aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(3.7) million related to the redemption of $5.3 million aggregate principal amount of Senior Subordinated Notes due 2027, $(25.8) million in government assistance related to COVID-19 and $(12.3) million in foreign currency transaction gains.

Other income for the year ended December 31, 2021 was primarily due to $87.1 million in government assistance related to COVID-19.

Other expense (income) for the year ended December 31, 2020 included a loss of $109.0 million related to the fair value adjustments of the derivative liability and derivative asset for our Convertible Notes, financing fees related to the Exchange Offer of $39.3 million, and credit losses related to contingent lease guarantees of $15.0 million, partially offset by a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million and financing related foreign currency transaction losses.

Other expense of $13.4 million during the year ended December 31, 2019 was primarily due to $16.6 million of expense related to the repayment of indebtedness, foreign currency transaction losses of $1.5 million, non-operating net periodic benefit cost of $1.2 million, and the decrease in fair value of our derivative asset for the contingent call option related to the Class B common stock purchase and cancellation agreement of $17.7 million, partially offset by decrease in fair value of our derivative liability for the embedded conversion feature in our convertible notes of $23.5 million.

(4) Non-cash NCM exhibitor services agreement includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation.

We received the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to our theatre screens and attendees through February 2037.

(5) Equity in (earnings) of non-consolidated entities was primarily due to equity in earnings from AC JV, LLC (“AC JV”) of $4.9 million for the year ended December 31, 2023.

Equity in (earnings) loss of non-consolidated entities was primarily due to equity in loss from Saudi Cinema Company, LLC, partially offset by equity in earnings from DCIP and AC JV for the year ended December 31, 2022.

Equity in (earnings) loss of non-consolidated entities was primarily due to equity in earnings from DCIP for the year ended December 31, 2021.

Equity in (earnings) loss of non-consolidated entities includes impairment losses in the International markets related to equity method investments of $8.6 million during the year ended December 31, 2020.

(6) Investment (income) during the year ended December 31, 2023 includes a $(15.5) million gain on sale of our investment in Saudi Cinema Company LLC and interest income of $(15.3) million, partially offset by a decline in estimated fair value of investment in common shares of Hycroft of $6.6 million, a decline in the estimated fair value of our investment in warrants to purchase common shares of Hycroft of $6.0 million, $1.8 million of expense for NCM Common Units, $1.0 million impairment of a cost method investment.

Investment expense during the year ended December 31, 2022 includes a decline in estimated fair value of investment in common shares of Hycroft Mining Holding Corporation of $12.5 million partially offset by $(6.2) million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation, a $13.5 million loss on sale of our investment in NCM common units offset by interest income of $(5.9) million.

Investment income during the year ended December 31, 2021 includes a gain on sale of the Baltics theatres of $5.5 million.

Investment expense (income) during the year ended December 31, 2020 includes impairment losses of $15.9 million related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S.

Investment expense (income) during the year ended December 31, 2019 includes a gain on the sale of our Austria theatres of $12.9 million and a loss on impairment of an investment of $3.6 million.

(7) During the year ended December 31, 2023, income tax expense was primarily related to changes in domestic indefinite-lived deferred liabilities, state taxes, and taxes in Finland and Germany.

During the year ended December 31, 2022, income tax expense was primarily related to changes in domestic indefinite-lived deferred liabilities and taxes in Finland.

During the year ended December 31, 2020, income tax expense was primarily due to the recording of international valuation allowances against deferred tax assets held in Spain of $40.1 million and Germany of $33.1 million, partially offset by income tax benefit from net losses incurred in International markets.

During the year ended December 31, 2019, an international valuation allowance previously established against deferred tax assets held in Spain was released in the fourth quarter of 2019 resulting in a $41.5 million benefit to income tax expense.

We estimate that we will have no liability for deemed repatriation of foreign earnings.

(8) Includes consolidated theatres only.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 28, 2023, which is incorporated herein by reference.

Critical Accounting Estimates

5 unchanged sentences

We have identified several policies as being critical because they require management to make particularly difficult, subjective and complex judgments about matters that are inherently uncertain, and there is a likelihood that materially different amounts would be reported under different conditions or using different assumptions.

All of our significant accounting policies are discussed in Note 1 — The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Long-lived Assets Impairments.

5 unchanged sentences

Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future cash flows.

Our projections assume that operating revenues will continue to gradually improve to the point of approaching pre-COVID-19 levels.

Our projections assume

that operating revenues will gradually improve to the point they exceed pre-COVID-19 levels.

This assumption, together with other assumptions, create considerable amount of management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining the fair value of long-lived assets.

11 unchanged sentences

markets with 469 screens which were related to property, net and operating lease right-of-use assets, net and $20.4 million on 23 theatres in the International markets with 188 screens which were related to property, net and operating lease right-of-use assets, net.

A hypothetical 10% decline in the fair value of the asset groups would have resulted in approximately $6.8 million of additional impairment charges.

During the year ended December 31, 2023, we recorded non-cash impairment charges related to our long-lived assets of $49.2 million on 68 theatres in the U.S.

1 unchanged sentence

During the year ended December 31, 2022, we recorded non-cash impairment charges related to our long-lived assets of $73.4 million on 68 theatres in the U.S.

markets with 805 screens which were related to property, net, operating

lease right-of-use assets, net and other long-term assets and $15.9 million on 14 theatres in the International Markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.

markets with 817 screens which were related to property, net and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens which were related to property, net and operating lease right-of-use assets, net.

At December 31, 2024, related cash flows were discounted at 9.0% for the Domestic Theatres and 10.5% for the International Theatres.

At December 31, 2022, related cash flows were discounted at 10.0% for Domestic Theatres and 12.5% for International Theatres.

At December 31, 2021, related cash flows were discounted at 10.0% for Domestic Theatres and 11.5% for International Theatres.

At December 31, 2023, related cash flows were discounted at 9.0% for the Domestic Theatres and 11.0% for the International Theatres.

At December 31, 2022, related cash flows were discounted at 10.0% for the Domestic Theatres and 12.5% for the International Theatres.

We evaluate the goodwill recorded at our two reporting units (Domestic Theatres and International Theatres) for impairment annually as of the beginning of the fourth fiscal quarter or more frequently as specific events or circumstances dictate.

21 unchanged sentences

Based on our qualitative assessments for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, we do not believe it is more likely than not that goodwill is impaired.

Income and operating taxes.

Income and operating taxes are inherently difficult to estimate and record.

This is due to the complex nature of the U.S.

and International tax codes and also because our returns are routinely subject to examination by government tax authorities, including federal, state and local officials.

Most of these examinations take place a few years after we have filed our tax returns.

Our tax audits in many instances raise questions regarding our tax filing positions, the timing and amount of deductions claimed and the allocation of income among various tax jurisdictions.

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.

Critical estimates .

In calculating our effective income tax rate and other taxes applicable to our operations, we make judgments regarding certain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions with disparate tax laws.

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 Notes.

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.

Assumptions and judgment.

We have various tax filing positions with regard to the timing and amount of deductions and credits and the allocation of income among various tax jurisdictions, based on our interpretation of local tax laws.

We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities.

Selecting the appropriate method and model to use in the valuation of the derivative liability associated with the Exchangeable Notes conversion feature requires judgment and careful consideration of the common valuation practice for similar instruments.

Selection of significant assumptions such as volatility and the credit spread also requires judgment and both inputs exhibit a greater degree of subjectivity than less observable inputs such as the risk-free rate.

Impact if actual results differ from assumptions.

Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates.

Some or all of these judgments are subject to review by the taxing authorities.

If one or more of the taxing authorities were to successfully challenge our right to realize some or all of the tax benefit we have recorded, and we were unable to realize this benefit, it could have a material adverse effect on our financial results and cash flows.

Our Current Tax Estimates and Changes in those Estimates .

At December 31, 2023, our federal income tax loss carryforwards were approximately $1,711.9 million, our state income tax loss carryforwards were approximately $2,463.3 million, and our foreign income tax loss carryforwards were approximately $949.0 million.

Since these losses have varying degrees of carryforward periods, it requires us to estimate the amount of carryforward losses that we can reasonably be expected to realize.

Future changes in conditions and in the tax code may change these strategies and thus change the amount of carry forward losses that we expect to realize and the amount of valuation allowances we have recorded.

As of December 31, 2023, we had a total valuation allowance of $1,641.3 million related to the above loss carryforward and other future tax benefits for which realization is not likely to occur.

Accordingly, future reported results could be materially impacted by changes in tax matters, positions, rules and estimates and these changes could be material.

See Note 10 — Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

With the exception of Finland, all other international jurisdictions carried valuation allowances against their deferred tax assets at the end of 2023.

If actual results differ from assumptions, the value of the derivative liability could be overstated or understated which could increase or decrease net earnings by a material amount.

Our Current Estimates and Changes in those Estimates .

During the year ended December 31, 2024, we recorded other (income) related to a decline in our derivative liability fair value of $(75.8) million.

A hypothetical 10% increase in the fair value of the derivative liability would have resulted in a decline of other income of approximately $15.8 million.

Similarly, a hypothetical 10% decrease in the fair value of the derivative liability would have resulted in an increase to other income of approximately $15.8 million.

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

See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 12—Fair Value Measurements in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Operating Results

The following table sets forth our consolidated revenues, operating costs and expenses attributable to our theatrical exhibition operations and segment operating results.

Reference is made to Note 13 — Operating Segments in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for additional information therein:

Reference is made to Note 13 — Segment Reporting in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information therein:

International Markets

15 unchanged sentences

Other expense (income):

Other expense (income)

Interest expense:

2 unchanged sentences

Non-cash NCM exhibitor service agreement

Equity in (earnings) loss of non-consolidated entities

Investment expense (income)

Total other expense (income), net

Net loss before income taxes

Total other expense, net

Loss before income taxes

Income tax provision

14 unchanged sentences

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.

3 unchanged sentences

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 year ended December 31, 2023, Adjusted EBITDA in the U.S.

markets was $370.2 million compared to $59.6 million during the year ended December 31, 2022.

The year-over-year improvement was primarily driven by an increase in attendance as a result of the popularity of new film releases, increases in food and beverage sales per patron, increases in average ticket price, increases in other revenues, and decreases in rent expense.

These improvements were partially offset by increases in operating expenses and general and administrative expenses.

During the year ended December 31, 2023, Adjusted EBITDA in the International markets was $55.6 million compared to $(13.0) million during the year ended December 31, 2022.

The year-over-year improvement was primarily driven by an increase in attendance as a result of the popularity of new film releases, increases in average ticket price, increases in food and beverage sales per patron.

These improvements were partially offset by a decline in gift card and package ticket expirations and theatre rentals for meetings, decreases in government assistance, and increases in rent, operating expenses and general and administrative expenses.

During the year ended December 31, 2023, Adjusted EBITDA in the U.S.

markets and International markets was $425.8 million compared to $46.6 million during the year ended December 31, 2022, 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:

During the year ended December 31, 2024, we 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 segment and our reconciliation of Adjusted EBITDA:

Adjusted EBITDA (In millions)

6 unchanged sentences

December 31, 2023

Income tax provision (benefit) (1)

Income tax provision (1)

Interest expense

Depreciation and amortization

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill (2)

Impairment of long-lived assets (2)

Certain operating expense (3)

Equity in (earnings) loss of non-consolidated entities (4)

Cash distributions from non-consolidated entities (5)

Equity in earnings of non-consolidated entities (4)

Attributable EBITDA (5)

Investment expense (income)

Other expense (income) (7)

Other non-cash rent benefit (8)

General and administrative — unallocated:

Investment income (6)

Other income (7)

Merger, acquisition and other costs (8)

1 unchanged sentence

Adjusted EBITDA

(1) For information regarding the income tax provision (benefit), see Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

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

(2) During the year ended December 31, 2024, we recorded non-cash impairment charges related to our long-lived assets of $51.9 million on 39 theatres in the U.S.

2 unchanged sentences

markets with 738 screens which were related to property, net and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net.

(3) 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, non-cash deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses included in operating expenses.

included in operating expenses.

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

(4) Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings from AC JV of $4.9 million during the year ended December 31, 2023.

During the year ended December 31, 2022, equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company, LLC of $7.6 million, partially offset by equity in (earnings) in DCIP of $3.4 million.

(5) 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) Equity in earnings of non-consolidated entities primarily consisted of equity in earnings from AC JV of $10.0 million during the year ended December 31, 2024.

Equity in earnings of non-consolidated entities primarily consisted of equity in earnings from AC JV of $4.9 million during the year ended December 31, 2023.

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

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

See below for a reconciliation of our equity in (earnings) 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.

3 unchanged sentences

December 31, 2023

Equity in (earnings) loss of non-consolidated entities

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 benefit

Investment expense (income)

Equity in earnings of International theatre joint ventures

Income tax provision

Investment income

Interest expense

1 unchanged sentence

Depreciation and amortization

Other expense

Attributable EBITDA

(7) Other expense (income) during the year ended December 31, 2023, primarily consisted of gains on debt extinguishment of $(142.8) million and foreign currency transaction gains of $(17.8) million, partially offset by non-cash litigation charge of $99.3 million.

Other expense (income) for the year ended December 31, 2022, primarily consisted of a loss on debt extinguishment of $92.8 million, partially offset by income related to the foreign currency transaction gains of $(12.3) million and contingent lease guarantees of $(0.2) million.

(8) Reflects amortization of 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.

(6) Investment expense (income) during the year ended December 31, 2024 includes interest income of $(19.2) million, partially offset by a decline in the estimated fair value of our investment in common shares of Hycroft of $0.4 million and a decline in the estimated fair value of our investment in warrants to purchase common shares of Hycroft of $2.5 million.

Investment expense (income) during the year ended December 31, 2023 included a $(15.5) million gain on sale of our investment in Saudi Cinema Company LLC and interest income of $(15.3) million, partially offset by a decline in estimated fair value of our investment in common shares of Hycroft of $6.6 million, a decline in the estimated fair value of our investment in warrants to purchase common shares of Hycroft of $6.0 million, $1.8 million of expense for NCM Common Units, $1.0 million impairment of a cost method investment.

(7) Other expense (income) during the year ended December 31, 2024, primarily consisted of a decrease in the fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(75.8) million, shareholder litigation recoveries of $(40.2), net gains on debt extinguishments of $(38.9) million, a vendor dispute of $(36.2) million, partially offset by term loan modification third party fees of $42.3 million and foreign currency transaction losses of $7.0 million.

Other expense (income) for the year ended December 31, 2023, primarily consisted of gains on debt extinguishment of $(142.8) million and foreign currency transaction gains of $(17.8) million, partially offset by non-cash litigation charge of $99.3 million.

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

(9) 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 year ended December 31, 2024, Adjusted EBITDA in the U.S.

markets was $301.5 million compared to $391.1 million during the year ended December 31, 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 an increase in film exhibition cost percentage.

These declines were partially offset by an increase in average ticket price, an increase in food and beverage sales per patron, and a decline in rent expense.

During the year ended December 31, 2024, Adjusted EBITDA in the International markets was $42.4 million compared to $63.2 million during the year ended December 31, 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, a decline in average ticket price, an increase in general and administrative expense and a decline in government assistance.

These declines were partially offset by an increase in food and beverage sales per patron.

During the year ended December 31, 2024, Adjusted EBITDA in the U.S.

markets and International markets was $343.9 million compared to $454.3 million during the year ended December 31, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

Segment Information

3 unchanged sentences

Consolidated Results of Operations

Total revenues increased $901.2 million, or 23.0%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

Admissions revenues increased $489.1 million, or 22.2%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in attendance of 19.2% from 201.0 million patrons to 239.5 million patrons and a 2.6% increase in average ticket price.

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

The increase in average ticket price was primarily due to higher ticket prices for TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ and increased attendance for 3D content, partially offset by higher frequency of use by subscribers to A-List.

Food and beverage revenues increased $356.1 million, or 27.1%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and beverage per patron.

Food and beverage per patron increased 6.6% from $6.54 to $6.97 due primarily to an increase in average prices, the percentage of guests making transactions, and the lifting of COVID-19 restrictions on the sale of food and beverage in certain international markets, partially offset by lower units purchased per transaction and higher frequency from our Stubs loyalty members.

Total other theatre revenues increased $56.0 million, or 14.1%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to higher ticket fees due to the increase in the number of tickets purchased online, increases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ, and increases in advertising and retail sales, partially offset by lower income from gift cards and package tickets and lower income from theatre meetings.

Total revenues decreased $175.4 million, or 3.6%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Admissions revenues decreased $130.0 million, or 4.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease in attendance of 6.4% from 239.5 million patrons to 224.2 million patrons, partially offset by a 1.7% 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 year ended December 31, 2024, was negatively impacted by labor stoppages during 2023.

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

Food and beverage revenues decreased $44.9 million, or 2.7%, during the year ended December 31, 2024, compared to the year ended December 31, 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 4.0% from $6.97 to $7.25 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by more frequent attendance from our AMC Stubs members.

See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for a discussion of our accounting policies for our customer loyalty programs.

Total other theatre revenues decreased $0.5 million, or 0.1%, during the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to decreases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ in the prior year and lower ticket fee revenues due to the decline in attendance, partially offset by increases in retail food and beverage sales, advertising revenues and higher income from gift cards and package tickets.

Operating costs and expenses.

Operating costs and expenses increased $453.2 million, or 10.2%, during the year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film exhibition and food and beverage costs.

Film exhibition costs increased $239.4 million, or 22.8%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance.

Operating costs and expenses decreased $170.4 million, or 3.5%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Film exhibition costs decreased $51.9 million, or 4.0%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the decrease in attendance, partially offset by higher film rental terms.

As a percentage of admissions revenues, film exhibition costs were 48.4% for the year ended December 31, 2024, compared to 48.0% for the year ended December 31, 2023.

Food and beverage costs increased $86.7 million, or 37.9%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in food and beverage costs was primarily due to the increase in food and beverage revenues and increases in product costs and obsolescence.

Food and beverage costs decreased $9.7 million, or 3.1%, during the year ended December 31, 2024, compared to the year ended December 31, 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 18.8% for the year ended December 31, 2024, compared to 18.9% for the year ended December 31, 2023.

Operating expense increased by $163.1 million, or 10.7%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in operating expense was primarily due to an increase in attendance and film distribution costs.

Operating expense decreased by $12.1 million, or 0.7%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

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

As a percentage of revenues, operating expense was 36.2% for the year ended December 31, 2024, compared to 35.1% for the year ended December 31, 2023.

Rent expense decreased 1.4%, or $12.7 million, during the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to the early termination of one theatre lease for a benefit of $16.7 million, which included an early termination payment from the landlord for $13.0 million.

See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information on the impact of COVID-19 on leases and rent obligations of approximately $56.3 million that have been deferred to future years as of December 31, 2023.

Rent expense increased $0.1 million, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Rent expense included 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 $0.1 million during the year ended December 31, 2024, compared to $1.7 million during the year ended December 31, 2023.

Other general and administrative expense increased $34.3 million, or 16.5%, during the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to stock-based compensation expense of $20.2 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches and increased payroll, legal, professional and consulting and computer maintenance costs.

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

The modification was treated as a Type 3 modification (improbable to probable) which required us to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Unit PSUs of $62.30 per unit and $22.20 per unit, respectively, during the year ended December 31, 2023.

See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about stock-based compensation expense.

Other general and administrative expense decreased $15.1 million, or 6.2%, during the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower stock-based compensation expense and 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.

We recorded $2.1 million of stock-based compensation expense related to special awards during the year ended December 31, 2024 compared to $20.2 million during the year ended December 31, 2023.

The decrease in stock-based compensation expense related to special awards in each year accounted for as modifications 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.

See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about stock-based compensation expense.

Depreciation and amortization.

Depreciation and amortization decreased $31.0 million, or 7.8%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Depreciation and amortization decreased $45.5 million, or 12.5%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Impairment of long-lived assets.

During the year ended December 31, 2024, we recognized non-cash impairment losses of $51.9 million on 39 theatres in the U.S.

markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin and West Virginia) which were related to property, net and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and the UK), which were related to property, net and operating lease right-of-use assets, net.

markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington) and $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2023, we recognized non-cash impairment losses of $49.2 million on 68 theatres in the U.S.

markets with 817 screens (in Alabama, Arkansas, Arizona, California, Connecticut, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, North Dakota, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas, Utah, West Virginia, and Wisconsin) which were related to property, net and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens (in Germany, Italy, Spain, Sweden, and the UK), which were related to property, net and operating lease right-of-use assets, net.

Other expense (income).

Other income of $(69.1) million during the year ended December 31, 2023 was primarily due to a gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 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 $17.8 million in foreign currency transaction gains, and partially offset by, $110.2 million of expense related to the settlement of the Shareholder Litigation (as defined in Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) comprised of $10.9 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.

Other expense of $53.6 million during the year ended December 31, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026 and a loss on extinguishment of debt of $36.5 million related to the full redemption of the $476.6 million aggregate amount of the Odeon Term Loan Facility, partially offset by a gain on extinguishment of debt of $(75.0) million related to the redemption of $118.2 million of aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(3.7) million related to the redemption of $5.3 million aggregate principal amount of Senior Subordinated Notes due 2027, $(25.8) million in government assistance related to COVID-19 and $(12.3) million in foreign currency transaction gains .

See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about the components of other expense (income).

Other income.

Other income of $156.2 million during the year ended December 31, 2024 was primarily due to $75.8 million of income related to the decrease in fair value of the Conversion Option (as defined herein) derivative liability, a gain on extinguishment of debt of $40.3 million related to the redemption of $837.7 million aggregate principal amount of the Second Lien Notes, $40.2 million of recoveries related to the Shareholder Litigation (as defined herein), the favorable settlement of a vendor dispute of $36.2 million, $12.4 million of equity in earnings of non-consolidated entities and $3.6 million of other settlement proceeds, partially offset by $42.3 million of third party costs related to the modification of the Existing Term Loans and $7.0 million of foreign currency transaction losses.

Other income of $76.8 million during the year ended December 31, 2023 was primarily due to a gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 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 (as defined herein), equity in earnings of non-consolidated entities of $7.7 million and $17.8 million in foreign currency transaction gains, partially offset by, $110.2 million of expense related to the settlement of the Shareholder Litigation comprised of $10.9 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.

See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the components of other income.

Interest expense.

Interest expense increased $32.5 million to $411.2 million for the year ended December 31, 2023 compared to $378.7 million during the year ended December 31, 2022 primarily due to:

● the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022;

● the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022;

● the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

● the extinguishment of $539.1 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to December 2023;

● the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

● the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022;

● the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026 on February 14, 2022;

● the extinguishment of £147.6 million and €312.2 million ($476.6 million) 10.75%/11.25% Cash/PIK Term Loans due 2023 on October 20, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in (earnings) loss of non-consolidated entities.

Equity in (earnings) loss of non-consolidated entities was ($7.7) million for the year ended December 31, 2023, compared to a loss of $1.6 million for the year ended December 31, 2022.

The decrease in equity losses from the prior year is primarily related to our 10.0% interest in Saudi Cinema Company, LLC that was sold on January 24, 2023.

Investment (income) expense.

Investment income was $(15.5) million for the year ended December 31, 2023, compared to investment expense of $14.9 million for the year ended December 31, 2022.

Investment income in the current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of $15.3 million, partially offset by $6.6 million of decline in estimated fair value of our investment in common shares of Hycroft and $6.0 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $1.0 million impairment charge related to equity interest investments without a readily determinable fair value accounted for under the cost method, and $1.8 million of expense for NCM Common Units.

Investment expense included $12.5 million of decline in estimated fair value of our investment in common shares of Hycroft partially offset by $(6.2) million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $13.5 million decline in estimated fair value of our investment in NCM common units offset by interest income of $(5.9) million during the year ended December 31, 2022.

Interest expense increased $32.5 million to $443.7 million for the year ended December 31, 2024 compared to $411.2 million during the year ended December 31, 2023 primarily due to increased interest expense of $45.3 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $18.2 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $28.8 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $2.7 million.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about our indebtedness.

Investment income.

Investment income was $16.3 million for the year ended December 31, 2024, compared to investment income of $15.5 million for the year ended December 31, 2023.

Investment income in the current year includes interest income of $19.2 million, partially offset by a $0.4 million decrease in estimated fair value of our investment in common shares of Hycroft and a $2.5 million 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 $15.3 million, partially offset by a $6.6 million decline in estimated fair value of our investment in common shares of Hycroft, $6.0 million decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $1.0 million impairment charge related to equity interest investments without a readily determinable fair value accounted for under the cost method and $1.8 million of expense for NCM Common Units.

Income tax provision.

The income tax provision was $2.1 million and $3.4 million for the years ended December 31, 2024 and December 31, 2023, respectively.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss was $352.6 million and $396.6 million during the years ended December 31, 2024, and December 31, 2023, respectively.

Net loss during the year ended December 31, 2023 compared to net loss for the year ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization expense, decreases in impairment of long-lived assets, decreases in other expense, decreases in equity in losses and decreases in investment expense, partially offset by increases in general and administrative expenses, increases in interest expense, and an increase in income tax provision.

Net loss during the year ended December 31, 2024 compared to net loss for the year ended December 31, 2023 was positively impacted by decreases in general and administrative expense, impairment of long-lived assets, depreciation and amortization, increases in other income, increases in investment income and decreases 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 and increases in interest expense.

Theatrical Exhibition–U.S.

Total revenues increased $727.0 million, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

Admissions revenues increased $373.5 million, or 22.7%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in attendance of 19.8% from 141.4 million patrons to 169.4 million patrons and a 2.4% increase in average ticket price.

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

The increase in average ticket price was primarily due to higher ticket prices for TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ, increased attendance for 3D content and partially offset by higher frequency of use by subscribers to our A-List program.

Food and beverage revenues increased $291.6 million, or 27.6%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and beverage per patron.

Food and beverage per patron increased 6.4% from $7.47 to $7.95 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction and higher frequency from our Stubs members.

Total other theatre revenues increased $61.9 million, or 23.5%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to higher ticket fees due to the increase in the number of tickets purchased online, increases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ, advertising, and retail sales, partially offset by lower income from gift cards and package tickets and lower income from theatre meetings.

Total revenues decreased $144.5 million during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Admissions revenues decreased $99.0 million, or 4.9%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease in attendance of 7.4% from 169.4 million patrons to 156.9 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 compared to the prior year.

The availability and popularity of film product released during the year ended December 31, 2024, was negatively impacted by labor

stoppages during 2023.

Food and beverage revenues decreased $45.7 million, or 3.4%, during the year ended December 31, 2024, compared to the year ended December 31, 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 4.4% from $7.95 to $8.30 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by more frequent attendance from our AMC Stubs members.

Total other theatre revenues increased $0.2 million, or 0.1%, during the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to increases in retail food and beverage sales, advertising revenues and higher income from gift cards and package tickets, partially offset by decreases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE:

A FILM BY BEYONCÉ in the prior year and lower ticket fee revenues due to the decline in attendance.

Operating costs and expenses.

Operating costs and expenses increased $372.9 million, or 11.3%, during the year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film exhibition and food and beverage costs.

Film exhibition costs increased $191.9 million, or 23.1%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance.

Operating costs and expenses decreased $110.5 million, or 3.0%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Film exhibition costs decreased $34.5 million, or 3.4%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the decrease in attendance, partially offset by higher film rental terms.

As a percentage of admissions revenues, film exhibition costs were 51.6% for the year ended December 31, 2024, compared to 50.8% for the year ended December 31, 2023.

Food and beverage costs increased $68.8 million, or 41.7%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in food and beverage costs was primarily due to the increase in food and beverage revenues and increases in product costs and obsolescence.

As a percentage of food and

beverage revenues, food and beverage costs were 17.4% for the year ended December 31, 2023, and 15.6% for the year ended December 31, 2022.

Operating expense increased by $151.3 million, or 13.6%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in operating expense was primarily due to an increase in attendance and film distribution costs.

Food and beverage costs decreased $8.2 million, or 3.5%, during the year ended December 31, 2024, compared to the year ended December 31, 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 17.3% for the year ended December 31, 2024, compared to 17.4% for the year ended December 31, 2023.

Operating expense decreased by $9.7 million, or 0.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

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

As a percentage of revenues, operating expense was 35.3% for the year ended December 31, 2024, and 34.2% for the year ended December 31, 2023.

Rent expense decreased 2.3%, or $15.0 million, during the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to the early termination of one theatre lease for a benefit of $16.7 million, which included an early termination payment from the landlord for $13.0 million.

See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information on the impact of COVID-19 on leases and rent obligations of approximately $52.1 million that have been deferred to future years as of December 31, 2023.

Rent expense decreased $1.6 million, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Rent expense included 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 $0.1 million during the year ended December 31, 2024, compared to $1.7 million during the year ended December 31, 2023.

Other general and administrative expense increased $26.8 million, or 18.8%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to stock-based compensation expense of $18.1 million related to a February 23, 2023, special award grant accounted for as a modification to the 2022 PSU awards discussed further in Condensed Consolidated Results of Operations and increases payroll, legal, professional and consulting and computer maintenance costs.

See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about stock-based compensation expense.

Other general and administrative expense decreased $18.6 million, or 11.0%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, due primarily to lower stock-based compensation expense and 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.

We recorded $1.9 million of stock-based compensation expense related to special awards during the year ended December 31, 2024 compared to $18.1 million during the year ended December 31, 2023.

See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about stock-based compensation expense.

Depreciation and amortization.

Depreciation and amortization decreased $25.7 million, or 8.2%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation related to the replacement of digital projectors and permanently closed theatres.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill.

Depreciation and amortization decreased $39.0 million, or 13.6%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Impairment of long-lived assets.

During the year ended December 31, 2024, we recognized non-cash impairment losses of $51.9 million on 39 theatres in the U.S.

markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington).

During the year ended December 31, 2023, we recognized non-cash impairment losses of $49.2 million on 68 theatres in the U.S.

Other (income) expense.

Other income of $(47.3) million during the year ended December 31, 2023 was primarily due to gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 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, partially offset by, $110.2 million of expense related to the settlement of the Shareholder Litigation comprised of $10.9 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.

Other expense of $52.0 million during the year ended December 31, 2022, was primarily due to a loss on extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026, partially offset by a gain on extinguishment of debt of $75.0 million related to the redemption of $118.2 million of aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $3.7 million related to the redemption of $5.25 million

aggregate principal amount of Senior Subordinated Notes due 2027, $2.8 million in government assistance related to COVID-19 and $0.5 million in foreign currency transaction gains .

Other income.

Other income of $124.4 million during the year ended December 31, 2024 was primarily due to $75.8 million of income related to the decrease in fair value of the Conversion Option derivative liability, a gain on extinguishment of debt of $40.3 million related to the redemption of $837.7 million aggregate principal amount of the Second Lien Notes, $40.2 million of recoveries related to the Shareholder Litigation, $10.7 million of equity in earnings of non-consolidated entities and $3.6 million of other settlement proceeds, partially offset by $42.3 million of third party costs related to the modification of the Existing Term Loans.

Other income of $52.8 million during the year ended December 31, 2023 was primarily due to a gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 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 $5.5 million, partially offset by, $110.2 million of expense related to the settlement of the Shareholder Litigation comprised of $10.9 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 increased $42.9 million to $348.8 million for the year ended December 31, 2023, compared to $305.9 million during the year ended December 31, 2022, primarily due to:

● the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14, 2022;

● the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

● the extinguishment of $539.1 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 from May 2022 to December 2023;

● the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

● the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022;

● the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026 on February 14, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in earnings of non-consolidated entities.

Equity in earnings of non-consolidated entities was $5.5 million for the year ended December 31, 2023, compared to $4.3 million for the year ended December 31, 2022.

Investment expense.

Investment expense was $1.6 million for the year ended December 31, 2023, compared to investment expense of $15.0 million for the year ended December 31, 2022.

Investment expense in the current year includes $6.6 million of decline in estimated fair value of our investment in common shares of Hycroft, $6.0 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $1.0 million impairment charge related equity interests without a readily determinable fair value accounted for under the cost method and $1.8 million of expense for NCM Common Units, partially offset by interest income of $13.7 million.

Investment expense in the prior year includes $12.5 million of deterioration in estimated fair value of our investment in common shares of Hycroft Mining Holding Corporation and $(6.2) million of appreciation in estimated fair value of our investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and a $13.5 million decline in estimated fair value of our investment in NCM common units offset by interest income of $(5.8) million.

Interest expense increased $29.7 million to $378.5 million for the year ended December 31, 2024, compared to $348.8 million during the year ended December 31, 2023, primarily due to increased interest expense of $45.3 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $18.2 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $28.8 million on the Second Lien Notes due to redemptions of principal balances and declines in interest expense related to the revolving credit facility of $2.7 million.

Investment income.

Investment income was $14.0 million for the year ended December 31, 2024, compared to investment expense of $1.6 million for the year ended December 31, 2023.

Investment income in the current year includes interest income of $16.9 million, partially offset by a $0.4 million decrease in estimated fair value of our investment in common shares of Hycroft and a $2.5 million decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment expense in the prior year includes interest income of $13.7 million, partially offset by a $6.6 million decline in estimated fair value of our investment in common shares of Hycroft, $6.0 million decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $1.0 million impairment charge related equity interest investments without a readily determinable fair value accounted for under the cost method and $1.8 million of expense for NCM Common Units.

Income tax provision.

The income tax provision was $0.0 million and $1.8 million for the years ended December 31, 2024, and December 31, 2023, respectively.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss was $262.5 million and $287.8 million during the years ended December 31, 2024, and December 31, 2023, respectively.

Net loss during the year ended December 31, 2023 compared to net loss for the year ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization expense, decreases in impairment of long-lived assets, decreases in other expense, increases in equity in earnings and decreases in investment expense, partially offset by increases in general and administrative expenses, increases in interest expense and an increase in income tax provision.

Net loss during the year ended December 31, 2024 compared to net loss for the year ended December 31, 2023 was positively impacted by decreases in rent expense, decreases in general and administrative expense, impairment of long-lived assets, depreciation and amortization, increases in other income, increases in investment income and decreases 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 and increases in interest expense.

Theatrical Exhibition–International Markets

Total revenues increased $174.2 million, or 18.3%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

Admissions revenues increased $115.6 million, or 20.7% during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in attendance or 17.7% from 59.6 million patrons to 70.1 million patrons and a 2.7% increase in average ticket price.

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

The increase in average ticket price was primarily due to higher ticket prices.

Food and beverage revenues increased $64.5 million, or 25.0%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and beverage per patron.

Food and beverage per patron increased 6.2% from $4.33 to $4.60 due primarily to an increase in average ticket prices and the lifting of COVID-19 restrictions on the sale of food and beverage in certain international markets.

Total other theatre revenues decreased $5.9 million, or 4.5%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the decline in gift card ticket expirations and lower income from theatre meetings, partially offset by higher ticket fees due to the increase in the number of tickets purchased online, advertising and retail sales.

Total revenues decreased $30.9 million, or 2.7%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Admissions revenues decreased $31.0 million, or 4.6% during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease in attendance of 4.0% from 70.1 million patrons to 67.3 million patrons and a 0.6% decrease 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 increased $0.8 million, or 0.2%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an increase in food and beverage per patron, partially offset by the decrease in attendance.

Food and beverage per patron increased 4.3% from $4.60 to $4.80 primarily due to an increase in average prices and the percentage of guests making transactions.

Total other theatre revenues decreased $0.7 million, or 0.6%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Operating costs and expenses.

Operating costs and expenses increased $80.3 million, or 7.1%, during the year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film exhibition and food and beverage costs.

Film exhibition costs increased $47.5 million, or 21.6%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance.

Operating costs and expenses decreased $59.9 million, or 5.0%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Film exhibition costs decreased $17.4 million, or 6.5%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to decrease in attendance and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 38.9% for the year ended December 31, 2024, compared to 39.7% for the year ended December 31, 2023.

Food and beverage costs increased $17.9 million, or 28.2%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in food and beverage costs was primarily due to the increase in food and beverage revenues and increases in product costs.

As a percentage of food and beverage revenues, food and beverage costs were 25.2% for the year ended December 31, 2023, and 24.6% for the year ended December 31, 2022.

Operating expense increased by $11.8 million, or 2.8%, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

The increase in operating expense was primarily due to an increase in attendance, partially offset by a decline in utilities costs.

As a percentage of revenues, operating expense was 38.2% for the year ended December 31, 2023, and 44.0% for the year ended December 31, 2022.

Rent expense increased 1.0%, or $2.3 million, during the year ended December 31, 2023, compared to the year ended December 31, 2022.

See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information on the impact of COVID-19 on leases and rent obligations of approximately $4.2 million that have been deferred to future years as of December 31, 2023.

Merger, acquisition, and other costs.

Merger, acquisition, and other costs were $0.0 million during the year ended December 31, 2023, compared to $(0.6) million during the year ended December 31, 2022.

Other general and administrative expense increased $7.5 million, or 11.5%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to higher payroll costs and stock-based compensation expense of $2.1 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU awards discussed further in Condensed Consolidated Results of Operations.

See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about stock-based compensation expense.

Food and beverage costs decreased $1.5 million, or 1.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

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

As a percentage of food and beverage revenues, food and beverage costs were 24.7% for the year ended December 31, 2024, compared to 25.2% for the year ended December 31, 2023.

Operating expense decreased by $2.4 million, or 0.6%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

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

As a percentage of revenues, operating expense was 39.1% for the year ended December 31, 2024, compared to 38.2% for the year ended December 31, 2023.

Rent expense increased $1.7 million, or 0.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Other general and administrative expense increased $3.5 million, or 4.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to increases in payroll expenses.

Depreciation and amortization.

Depreciation and amortization decreased $5.3 million, or 6.3%, during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation expense on theatres impaired during the year ended December 31, 2022.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill.

Depreciation and amortization decreased $6.5 million, or 8.3%, during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Impairment of long-lived assets.

During the year ended December 31, 2024, we recognized non-cash impairment losses of $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2023, we recognized non-cash impairment losses of $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and the UK), which were related to property, net, and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recognized non-cash impairment losses of $59.7 million on 53 theatres in the International markets with 456 screens (in Germany, Italy, Spain, Sweden, and UK), which were related to property, net, and operating lease right-of-use assets, net.

Other (income) expense.

Other income of $(21.8) million during the year ended December 31, 2023 was primarily due to $17.8 million in foreign currency transaction gains and $3.8 million in government assistance.

Other expense of $1.6 million during the year ended December 31, 2022, was primarily due to a loss on extinguishment of debt of $36.5 million related to the full redemption of the $476.6 million aggregate amount of the Odeon Term Loan Facility and partially offset by $(23.0) million in government assistance related to COVID-19 and $(12.3) million of foreign currency transaction gains .

Other income.

Other income of $31.8 million during the year ended December 31, 2024 was primarily due the favorable settlement of a vendor dispute of $36.2 million, $1.7 million of equity in earnings of non-consolidated entities and, partially offset by $7.0 million of foreign currency transaction losses.

Other income of $24.0 million during the year ended December 31, 2023 was primarily due to $17.8 million in foreign currency transaction gains, $3.8 million of government assistance and $2.2 million of equity in earnings of non-consolidated entities.

Interest expense.

Interest expense decreased $10.4 million to $62.4 million for the year ended December 31, 2023 compared to $72.8 million during the year ended December 31, 2022, primarily due to:

● the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022.

partially offset by:

● the extinguishment of £147.6 million and €312.2 million ($476.6 million) 10.75%/11.25% Cash/PIK Term Loans due 2023 on October 20, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in (earnings) loss of non-consolidated entities.

Equity in (earnings) loss of non-consolidated entities was $(2.2) million for the year ended December 31, 2023, compared to $5.9 million for the year ended December 31, 2022.

Interest expense increased $2.8 million to $65.2 million for the year ended December 31, 2024, compared to $62.4 million during the year ended December 31, 2023, primarily due to increases in finance lease interest expense.

See Note 3—Leases and Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about our indebtedness and finance leases.

Investment income.

Investment income was $2.3 million for the year ended December 31, 2024, compared to investment income of $17.1 million for the year ended December 31, 2023.

Investment income in the current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of $1.6 million.

Investment income in the current year includes $2.3 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 and interest income of $1.6 million.

Income tax provision.

The income tax provision was $1.6 million for the years ended December 31, 2023, and December 31, 2022.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information.

The income tax provision was $2.1 million and $1.6 million for the years ended December 31, 2024, and December 31, 2023, respectively.

See Note 10 — Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss was $90.1 million and $108.8 million during the years ended December 31, 2024, and December 31, 2023, respectively.

Net loss during the year ended December 31, 2023 compared to net loss for the year ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in depreciation and amortization expense, decreases in impairment of long-lived assets, decreases in other expense, decreases in interest expense, decreases in equity in losses and increases in investment income, partially offset by increases in general and administrative and increases in rent expense.

Net loss during the year ended December 31, 2024 compared to net loss for the year ended December 31, 2023 was positively impacted by decreases in impairment of long-lived assets, depreciation and amortization and increases in other income, partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, decreases in investment income, and increases in rent expense, general and administrative expense, interest expense and income tax provision.

Results of Operations—For the Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022

3 unchanged sentences

Our revenues are primarily collected in cash, principally through admissions and food and beverage sales.

We have an operating “float” which partially financed our operations and which generally permitted us to maintain a smaller amount of working capital capacity.

We have an operating “float” which partially financed our operations and which generally permits us to maintain a smaller amount of working capital capacity.

This float existed because admissions revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of admissions revenues.

2 unchanged sentences

We had working capital deficits (excluding restricted cash) as of December 31, 2024 and December 31, 2023 of $(846.1) million and $(456.4) million, respectively.

As of December 31, 2023 and December 31, 2022, working capital

included operating lease liabilities of $508.8 million and $567.3 million, respectively, and deferred revenues of $421.8 million and $402.7 million, respectively.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Statements under Part II, Item 8 thereof, for further discussion of our Financial Covenants.

As of December 31, 2024 and December 31, 2023, working capital included operating lease liabilities of $524.9 million and $508.8 million, respectively, and deferred revenues of $432.4 million and $421.8 million, respectively.

As of December 31, 2024, we had cash and cash equivalents of approximately $632.3 million compared to $884.3 million as of December 31, 2023.

We have continued to lower our future interest expense through purchases of debt below par value and debt exchanges for equity and enhanced liquidity through equity issuances.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities, Note 9 — Stockholders’ Deficit, and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We expect, at any time and 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.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

We took action to lower our future interest expense of our fixed-rate debt through debt buybacks and exchanges for equity.

Additionally, we have bolstered our liquidity through various equity issuances.

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.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend

on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

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

Refinancing Transactions

On July 22, 2024, we completed 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.

During the third quarter of 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 $793.0 million.

As of December 31, 2024, we completed open market purchases of $1,895.0 million aggregate principal amount of our Existing Term Loans and issued $2,024.3 million aggregate principal amount of the New Term Loans.

Accordingly, as of such date, we had no remaining aggregate principal amount of Existing Term Loans outstanding and the loan documents relating to the Existing Term Loans were terminated.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K 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.

We are subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period under the Credit Agreement.

We believe we will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024.

We currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although we may seek to replace it in the future.

Our 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 operating revenues will need to increase to levels in line with pre-COVID-19 operating revenues.

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

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 in line with pre-COVID-19 revenues.

North America box office grosses were down approximately 23% for the year ended December 31, 2024, compared to the year ended December 31, 2019.

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

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

There can be no assurance that the operating revenues, attendance levels and other assumptions used to estimate 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, cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future film slate for exhibition, the Company’s future liquidity and cash burn rates.

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.

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 Annual Report on terms acceptable to us or at all.

1 unchanged sentence

Net cash used in operating activities, as reflected in the consolidated statements of cash flows, were $50.8 million and $215.2 million during the years ended December 31, 2024 and December 31, 2023, respectively.

The improvement in cash flows used in operating activities was primarily due to the increase in attendance and decrease in net loss, and reductions in rent repayments for rent that was deferred during the COVID-19 pandemic, partially offset by increases in working capital used and cash interest paid.

See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for a summary of the estimated future repayment terms for the remaining $56.3 million of rentals that were deferred during the COVID-19 pandemic.

The decrease in net cash flows used in operating activities was primarily due to a decline in cash used for working capital items due to a 20.2% increase in attendance in the fourth quarter of 2024 compared to the fourth quarter of 2023, which drove accounts payable higher at December 31, 2024 than December 31, 2023, declines in credit card receivables due to the December 31, 2023 year ending on a Sunday compared to a Tuesday for the year ending December 31, 2024 where additional days of weekend revenues were collected in the current year compared to the prior year, declines in cash paid for operating leases, declines in cash paid for interest, and cash receipts for a vendor dispute and shareholder litigation recoveries in the current year, partially offset by the decline in attendance for the year ending December 31, 2024, resulting in less cash provided by operating activities.

Cash Flows from Investing Activities

Net cash used in investing activities, as reflected in the consolidated statements of cash flows, were $242.9 million and $180.1 million during the years ended December 31, 2024 and December 31, 2023, respectively.

Cash outflows from investing activities for capital expenditures during the years ended December 31, 2023 and December 31, 2022 were $225.6 million and $202.0 million, respectively.

During the year ended December 31, 2023, cash flows used in investing activities also 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 $16.5, offset by outflows for the acquisition of theatre assets of $4.0 million.

During the year ended December 31, 2022, cash flows used in investing activities included investment in Hycroft common stock for $25.0 million, investment in Hycroft warrants for $2.9 million, acquisition of theatre assets for $17.8 million, partially offset by proceeds from the disposition of long-term assets of $11.3 million and proceeds of $13.0 million from the sale of securities in conjunction with the liquidation of a non-qualified deferred compensation plan.

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

Cash outflows from investing activities include capital expenditures of $245.5 million and $225.6 million for the years ended December 31, 2024 and December 31, 2023, respectively.

During the year ended December 31, 2023, cash flows used in investing activities also 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 $16.5 million, partially offset by outflows for the acquisition of theatre assets of $4.0 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.

We generally lease our theatres pursuant to long-term, non-cancelable operating leases, which may require the developer who owns the property, to reimburse us for the construction costs.

1 unchanged sentence

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities, as reflected in the consolidated statements of cash flows, were $649.3 million and $(91.3) million, during the years ended December 31, 2023 and December 31, 2022, respectively.

The increase in cash flows provided by in financing activities during the year ended December 31, 2023 compared to December 31, 2022 was primarily due to equity issuances of $832.7, net of issuance costs, partially offset by the repurchase of Second Lien Notes due 2026 for $139.9 million, scheduled principal payments under the Term Loan due 2026 of $20.0 million, and taxes paid for restricted unit withholdings of $14.2 million.

See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for further information, including a summary of principal payments required and maturities of corporate borrowings as of December 31, 2023.

During the year ended December 31, 2022, principal and premium payments under the First Lien Notes due 2025 of $534.5 million, principal and premium payments under the First Lien Notes due 2026 of $325.6 million, principal and premium payments under the First Lien Toggle Notes due 2026 of $88.1 million, taxes for restricted unit withholdings of $52.3 million, repurchase of Second Lien Notes due 2026 of $68.3 million, and cash used to pay for deferred financing costs of $26.1 million, partially offset by the issuance of the First Lien Notes due 2029 of $950.0 million, issuance of the Odeon Senior Secured Notes due 2027 of $368.0 million, and net proceeds from AMC Preferred Equity Unit share issuances of $220.4 million.

Since April 24, 2020, we have been prohibited from making dividend payments in accordance with the covenant suspension conditions in our Credit Agreement.

The payment of future dividends after expiration of our covenant suspension conditions is subject to our Board of Directors’ discretion, and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

For further information see Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Net cash provided by financing activities, as reflected in the consolidated statements of cash flows, were $68.4 million and $649.3 million, during the years ended December 31, 2024 and December 31, 2023, respectively.

Cash flows provided by financing activities during the year ended December 31, 2024, were primarily due to net proceeds from equity issuances of $254.9 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 $46.7 million, principal payments under Existing Term Loans of $27.0 million, the repurchase of Senior Subordinated Notes due 2025 of $14.8 million, the repurchase of Senior Subordinated Notes due 2026 of $6.0 million, principal payments under the Senior Subordinated Notes due 2024 of $5.0 million, principal payments under term loan borrowings of $20.1 million, and taxes paid for restricted unit withholdings of $2.2 million.

See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 9—Stockholders’ Deficit in the Notes to the Financial Statements under Part II, Item 8 of this Form 10-K for further information, including a summary of principal payments required and maturities of corporate borrowings as of December 31, 2024.

Cash flows provided by financing activities during the year ended December 31, 2023, were primarily due to net proceeds from equity issuances of $832.7 million, partially offset by the repurchase of Second Lien Notes for $139.9 million, and tax paid for restricted unit withholdings of $14.2 million.

The payment of future dividends is subject to our Board of Directors’ discretion, and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2024 include both current and long-term obligations.

Our expected material contractual cash requirements over the next twelve months, primarily consist of capital related betterments of $22.3 million, minimum operating lease payments of $920.3 million, finance lease payments of $8.4 million, contractual cash rent amounts that were due and not paid of $6.4 million recorded in accounts payable, and corporate borrowings principal and interest payments of $25.1 million and $396.6 million, respectively.

Our expected material contractual cash requirements over the next twelve months primarily consist of capital related betterments of $28.9 million, minimum operating lease payments of $911.2 million, finance lease payments of $7.4 million, and corporate borrowings principal and interest payments of $64.2 million and $374.7 million, respectively.

Pension funding.

Our U.S., U.K., and Sweden defined benefit plans are frozen.

Our U.S., UK, and Sweden defined benefit plans are frozen.

We fund our U.S.

3 unchanged sentences

As of December 31, 2024, our recorded obligation for unrecognized tax benefits is $5.5 million.

There are currently no unrecognized tax benefits which we anticipate will be resolved in the next twelve months.

See Note 10 — Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 thereof for further information.

There are currently $0.1 million of unrecognized tax benefits which we anticipate will be resolved in the next twelve months.

See Note 10 — Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Minimum operating lease and finance lease payments.

2 unchanged sentences

The total amounts do not equal the carrying amount due to imputed interest.

We received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

These concessions primarily consisted of rent abatements and the deferral of rent payments and were included in the amounts above, except for contractual cash rent amounts recorded in accounts payable that were due and not paid of $6.4 million.

Our cash expenditures for rent increased significantly in 2022 and 2023 as previously deferred rent payments and landlord concessions started to become current obligations.

See Note 3 — Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts, including the deferred lease amounts due to COVID-19.

See Note 3 — Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K, for a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts.

Corporate borrowings principal and interest payments.

1 unchanged sentence

The total amount does not equal the carrying amount due to unamortized discounts, premiums and deferred charges.

Based upon the December 31, 2023 outstanding principal balances, we have current and long-term cash interest payment requirements related to our corporate borrowings of $396.6 million and $814.3 million, respectively.

The cash interest payment requirements for our Senior Secured Term Loans due 2026 was estimated at 8.474% based on the interest rate in effect as of December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information, including a schedule of outstanding principal balances, applicable interest rates, and maturity dates for each individual borrowing and a schedule of required principal payments and maturities of corporate borrowings as of December 31, 2023.

Based upon the December 31, 2024 outstanding principal balances and interest rates, we have current and long-term cash interest payment requirements related to our corporate borrowings of $374.7 million and $1,127.4 million, respectively.

The cash interest payment requirements for our New Term Loans was estimated at 11.356% based on the interest rate in effect as of December 31, 2024.

In 2025, we assume that we will pay interest on the Exchangeable Notes in-kind in the form of additional Exchangeable Notes.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information, including a schedule of outstanding principal balances, applicable interest rates, and maturity dates for each individual borrowing and a schedule of required principal payments and maturities of corporate borrowings as of December 31, 2024.

Covenant Compliance

As of December 31, 2024, we believe that we were in full compliance with all agreements, including related covenants, governing our outstanding debt.

Liquidity and Capital Resources—For the Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022

2 unchanged sentences

New Accounting Pronouncements

See Note 1 — The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for information regarding recently issued accounting standards.

See Note 1 — The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for information regarding recently issued accounting standards.

Formation of Unrestricted Subsidiaries

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

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

Year Ended December 31, 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

Impairment of long-lived assets

Operating costs and expenses

Operating income (loss)

Other expense, net:

Interest expense:

Corporate borrowings

Finance lease obligations

Intercompany interest expense

Non-cash NCM exhibitor services agreement

Intercompany interest expense (income)

Investment income

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (3)

Net earnings (loss)

Year Ended December 31, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Other comprehensive loss:

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain arising during the period

Other comprehensive loss:

Total comprehensive 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 AMC Group level.

(4) Includes intercompany management fee revenues of $10.0 million recorded by AMCEH & Restricted Subsidiaries/AMC Group and intercompany license fee revenues of $7.1 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.

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

Year Ended December 31, 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 earnings (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 the reconciling items presented previously in Management’s Discussion and Analysis section of this Form 10-K.

Year Ended December 31, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Income tax provision

Interest expense (income)

Depreciation and amortization

Impairment of long-lived assets

Certain operating expense

Equity in earnings of non-consolidated entities

Attributable EBITDA

Investment expense (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 December 31, 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

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 AMC Group level.

Year Ended December 31, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net (loss) earnings

Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities:

Depreciation and amortization

Gain on extinguishment of debt

Gain on derivative liability

Deferred income taxes

Impairment of long-lived assets

Unrealized loss on investments in Hycroft

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

Amortization of deferred financing costs to interest expense

PIK interest expense

Non-cash portion of stock-based compensation

Equity in 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:

Net proceeds from equity issuances

Proceeds from issuance of Term Loan due 2029

Scheduled principal payments under Term Loan borrowings

Principal payments under Senior Subordinated Notes due 2024

Principal payments under finance lease obligations

Repurchase of Senior Subordinated Notes due 2025

Repurchase of Senior Subordinated Notes due 2026

Repurchase of Second Lien Notes due 2026

Principal payments under Term Loan due 2026

Cash used to pay deferred financing costs

Debt extinguishment costs

Taxes paid for restricted unit withholdings

Proceeds (payments) of intercompany loans

Net cash (used in) provided by 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-K

Item 7. Management’s Discussion and Analysis