What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-06 · 247 added, 662 removed, 383 unchanged (70% of the section changed)

7 unchanged sentences

These risks and uncertainties include, but are not limited to, the following:

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

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

● the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to fund operations and satisfy obligations including cash outflows for planned capital expenditures currently and through the next twelve months.

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

However, there remain significant risks that may negatively impact revenues and attendance levels, including changes to movie studios release schedules (including as a result of production delays and delays to the release of movies caused by labor stoppages) and direct to streaming or other changing movie studio practices.

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

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

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

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

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

If such additional liquidity is not obtained or is insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Class A

common stock (“Common Stock”) and other securities would likely suffer a total loss of their investment;

● the risks and uncertainties relating to the Refinancing Transactions (as defined below), including, but not limited to, (i) the potential for additional future dilution of our Common Stock as a result of issuance of shares underlying our 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes (the “Exchangeable Notes”), (ii) the possibility that the extension of certain debt maturities will not provide enough time for attendance and revenues to increase to sufficient levels and generate net positive cash flows from operating activities to overcome liquidity concerns or may be insufficient to do so if the Company does not achieve revenue levels at least in line with pre-COVID-19 revenues and (iii) the impact on the market price of our Common Stock and our capital structure of litigation resulting from the Refinancing Transactions or the claims of default or any additional litigation that has arisen or may arise in connection with the Refinancing Transactions, including the Noteholder Action (as defined herein).

See Note 11—Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for a description of the litigation;

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

● the impact of changing movie-going behavior of consumers;

● the risk that the North American and international box office in the near term will not recover sufficiently, resulting in higher cash burn and the need to seek additional financing;

● risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our financial maintenance and other covenants;

● the risk that the North American and international box office in the near term will not recover sufficiently, resulting in higher cash burn and the need to seek additional financing, which may not be available at favorable terms, or at all;

● risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our debt covenants;

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

● risks relating to motion picture production, promotion, marketing, and performance, including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content;

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

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

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

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

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

8 unchanged sentences

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

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

● our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), as amended by the Tax Cuts and Jobs Act of 2017;

● our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability;

10 unchanged sentences

● the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;

● anti-takeover protections in our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders;

● anti-takeover protections in our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our amended and restated bylaws (the “Bylaws”) may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders;

● other risks and uncertainties referenced from time to time in filings with the SEC.

11 unchanged sentences

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

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

As of March 31, 2025, we operated theatres in 11 countries throughout the U.S.

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

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

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

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 March 31, 2025, we owned, operated or had interests in 865 theatres and 9,725 screens.

Box Office Admissions and Film Content

7 unchanged sentences

Movie Screens

The following table provides detail with respect to large screen formats, such as IMAX ® and our proprietary Dolby Cinema™, other Premium Large Format (“PLF”) screens, enhanced food and beverage offerings and our premium seating as deployed throughout our circuit:

The following table provides detail with respect to Premium Large Format (“PLF”) screens (IMAX®, Dolby Cinema TM , in-house), XL screens, SCREENX, premium seating, and our enhanced food and beverage offerings as deployed throughout our circuit as of March 31, 2025 and March 31, 2024:

International Markets

As of September 30,

As of March 31,

Number of theatres:

1 unchanged sentence

Premium seating

Offering alcohol

Number of screens:

1 unchanged sentence

Premium seating

In March 2025, we entered into an agreement with CJ 4DPLEX to open 40 4DX and an additional 25 SCREENX locations worldwide.

The majority of the premium screens will be deployed in U.S.

The first auditoriums with SCREENX and 4DX screens are expected to open in 2025 with the full roll out expected to be completed by 2027.

We also entered into agreements with Dolby Laboratories, Inc and IMAX Corporation to expand and upgrade our offerings in those premium formats.

We expect to open an additional 40 Dolby Cinema at AMC locations in the U.S.

by the end of 2027 and twelve new IMAX locations by the end of 2033.

Additionally, we plan to upgrade an additional 68 IMAX locations to IMAX with Laser .

Loyalty Programs and Other Marketing

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

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

On January 1, 2025, we introduced a new AMC Stubs tier—AMC Stubs® Premiere GO!

(“Premiere GO!

membership is earned by existing Insider (as defined below) members by visiting a certain number of times or earning a certain number of points within a calendar year.

allows members to earn additional points and other exclusive benefits.

As of March 31, 2025, we had a combined total of approximately 36 million member households enrolled in AMC Stubs® A-List (“A-List”), AMC Stubs Premiere™ (“Premiere”), Premiere GO!

, and AMC Stubs Insider™ (“Insider”) programs, combined.

During the three months ended March 31, 2025, our AMC Stubs® members represented approximately 50.5% of AMC U.S.

markets attendance.

2 unchanged sentences

Holders of Shares

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

As of March 31, 2025, approximately 1.8 million shares of our Common Stock were directly registered with our transfer agent by 14,693 stockholders.

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

2 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

Derivative Liability .

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

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

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

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

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

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

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

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

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

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

Debt Repurchases and Exchanges.

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

The debt for equity transactions were treated as early extinguishments of debt.

Significant Events—For the Three Months Ended March 31, 2025

Share Issuances.

During the three months ended March 31, 2025, we were paid $108.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30.0 million shares of Common Stock.

The Valuation Period ended on March 17, 2025 with no True-Up Payment owed to the Company.

Additionally, during the three months ended March 31, 2025, we issued shares through an “at-the-market offering”.

The below table summarizes the activity of the “at-the-market” offering during the three months ended March 31, 2025:

(In millions)

March 31, 2025

Shares issued through at-the-market offering

At-the-market offering gross proceeds

Sales agent fees paid

Other third-party issuance costs incurred

Other third-party issuance costs paid

As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement have been sold.

Significant Events—For the Three Months Ended March 31, 2024

Debt for Equity Exchange.

During January 2024, we executed a debt for equity exchange transaction.

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

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

The below table summarizes the debt for equity exchange.

Aggregate Principal

2 unchanged sentences

(In millions, except for share data)

Repurchased/Exchanged

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

5.75% Senior Subordinated Notes due 2025

Second Lien Notes due 2026

Total cash debt repurchase transactions

Debt for equity exchange transactions:

Second Lien Notes due 2026

Total debt for equity exchange transactions

Cash and debt for equity exchange transactions:

5.75% Senior Subordinated Notes due 2025

5.875% Senior Subordinated Notes due 2026

Second Lien Notes due 2026

Total cash and debt for equity exchange transactions

Total debt repurchases and exchanges

Vendor Dispute.

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

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

The proceeds, net of legal costs, were recorded to other income during the three months ended March 31, 2024.

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

Share Issuance.

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

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

Debt Refinancing.

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

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

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

Saudi Cinema Company.

On December 30, 2022, we entered into an agreement to sell our 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0 million), subject to certain closing conditions.

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

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

Debt Repurchases.

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

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875% Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

Additional Share Issuances Antara.

On December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which we agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes in exchange for 9,102,619 AMC Preferred Equity Units.

On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes.

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

We paid $1.4 million of accrued interest in cash upon exchange of the notes.

Share Issuances.

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

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

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

Special Awards.

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

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

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

This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $14.9 million and $5.3 million, respectively.

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

Lease Termination.

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

The incentive and termination gain resulted in a $16.7 million reduction to rent expense.

NCM Bankruptcy.

On April 11, 2023, National CineMedia, LLC (“NCM”) filed a petition under Chapter 11 of the U.S.

Bankruptcy Code in the Southern District of Texas.

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

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

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

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

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

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

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

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

Shareholder Litigation.

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

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

This litigation prevented us from immediately implementing the Charter Amendments.

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

Pursuant to the terms of the settlement, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of the AMC Preferred Equity Units into Common Stock, received a payment of one share of Common Stock for every 7.5 shares of Common Stock they owned.

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

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

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

Operating Results

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In millions)

March 31, 2025

March 31, 2024

Food and beverage

10 unchanged sentences

Operating costs and expenses

Operating income (loss)

Other expense (income), net:

Operating loss

Other expense, net:

Interest expense:

4 unchanged sentences

Total other expense, net

Earnings (loss) before income taxes

Income tax provision (benefit)

Net earnings (loss)

Loss before income taxes

Income tax provision

* Percentage change in excess of 100%

Three Months Ended

Nine Months Ended

September 30,

Operating Data:

Screen additions

March 31, 2025

March 31, 2024

Screen acquisitions

13 unchanged sentences

Three Months Ended

September 30,

(In millions)

5 unchanged sentences

Food and beverage costs

Operating expense

Operating expense, excluding depreciation and amortization below

General and administrative expense:

3 unchanged sentences

Operating costs and expenses

Operating income (loss)

Other expense (income):

Other expense (income)

Operating loss

Other expense (income), net:

Interest expense:

4 unchanged sentences

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (benefit)

Net earnings (loss)

Loss before income taxes

Income tax provision

International Markets

2 unchanged sentences

Three Months Ended

September 30,

Segment Operating Data:

Screen additions

Screen acquisitions

7 unchanged sentences

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

International Markets

Nine Months Ended

September 30,

(In millions)

Food and beverage

Other theatre

Total revenues

Operating Costs and Expenses

Film exhibition costs

Food and beverage costs

Operating expense

General and administrative expense:

Merger, acquisition and other costs

Depreciation and amortization

Operating costs and expenses

Operating income (loss)

Other expense (income):

Interest expense:

Corporate borrowings

Finance lease obligations

Non-cash NCM exhibitor service agreement

Investment expense (income)

Total other expense (income), net

Loss before income taxes

Income tax provision (benefit)

International Markets

Nine Months Ended

September 30,

Segment Operating Data:

Screen additions

Screen acquisitions

Screen dispositions

Construction openings (closures), net

Average screens (1)

Number of screens operated

Number of theatres operated

Screens per theatre

Attendance (in thousands) (1)

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

Segment Information

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

Our historical results of operations for the three months ended March 31, 2025 and March 31, 2024, reflect the results of operations for our two theatrical exhibition reportable segments, U.S.

markets and International markets.

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

Condensed Consolidated Results of Operations

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

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

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

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

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

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

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

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

Operating costs and expenses.

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

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

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

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

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

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

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

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

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

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

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

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

Merger, acquisition, and other costs.

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

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

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

Depreciation and amortization.

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

Other income.

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

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

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

Interest expense.

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

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

Investment income.

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

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

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

Income tax provision (benefit).

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

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

Net earnings (loss).

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

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

Theatrical Exhibition — U.S.

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

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

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

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

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

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

Operating costs and expenses.

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

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

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

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

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

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

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

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

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

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

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

Merger, acquisition, and other costs.

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

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

Depreciation and amortization.

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

Other income.

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

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

Interest expense.

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

Investment income.

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

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

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

Income tax provision (benefit).

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

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

Net earnings (loss).

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

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

Theatrical Exhibition—International Markets

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

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

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

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

offset by an increase in food and beverage per patron.

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

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

Results of Operations—For the Three Months ended March 31, 2025, Compared to the Three Months ended March 31, 2024

Consolidated Results of Operations

Total revenues decreased $88.9 million, or 9.3%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Admissions revenues decreased $57.0 million, or 10.7%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to a decrease in attendance of 10.1% from 46.6 million patrons to 41.9 million patrons and a 0.7% decrease in average ticket price.

Attendance decreased due to the popularity of film product compared to the prior year.

The decrease in average ticket price was primarily due to decreases in foreign currency translation rates.

Food and beverage revenues decreased $37.8 million, or 11.8%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in attendance and a decrease in food and beverage per patron of 1.9% from $6.89 to $6.76 due primarily to decreases in foreign currency translation rates.

Total other theatre revenues increased $5.9 million, or 5.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to increases in income from expirations of package tickets and income from gift cards in our International markets, partially offset by decreases in ticket fees due to the decrease in attendance, decreases in gift card and package ticket income in U.S.

markets and decreases in foreign currency translation rates.

Operating costs and expenses.

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

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

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

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

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

Operating costs and expenses decreased $51.4 million, or 4.8%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Film exhibition costs decreased $34.5 million, or 14.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in admissions revenues and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 43.3% for the three months ended March 31, 2025, compared to 45.1% for the three months ended March 31, 2024.

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

Food and beverage costs decreased $5.8 million, or 9.2%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

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

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

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

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

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

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

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

Depreciation and amortization.

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

Other expense (income).

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

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

Interest expense.

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

Investment income.

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

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

Income tax provision.

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

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

Net earnings (loss).

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

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

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

Condensed Consolidated Results of Operations

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

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

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

markets compared to the prior year.

The availability and popularity of film product released during the nine months ended September 30, 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 IMAX and other PLF screen volumes as a percentage of attendance and increases in attendance for alternative content.

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

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

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

Operating costs and expenses.

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

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

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

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

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

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

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

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

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

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

As a percentage of food and beverage revenues, food and beverage costs were 20.2% for the three months ended March 31, 2025, compared to 19.6% for the three months ended March 31, 2024.

Operating expense decreased by $0.6 million, or 0.2%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

The decrease in operating expense was primarily due to decreases in foreign currency translation rates.

As a percentage of revenues, operating expense was 45.6% for the three months ended March 31, 2025, compared to 41.4% for the three months ended March 31, 2024.

Rent expense decreased $6.4 million, or 2.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due primarily to a decrease in average screens of 2.8% and decreases in foreign currency translation rates.

Merger, acquisition, and other costs.

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

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

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

Merger, acquisition, and other costs were $3.0 million during the three months ended March 31, 2025, compared to $(0.1) million during the three months ended March 31, 2024.

The current year expense relates to severance costs in U.S.

Other general and administrative expense decreased $1.7 million, or 2.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due primarily to lower insurance costs and decreases in foreign currency translation rates.

Depreciation and amortization.

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

Depreciation and amortization decreased $5.5 million, or 6.7%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024, and the decrease in foreign currency translation rates.

Other income.

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

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

Other income of $(58.8) million during the three months ended March 31, 2025 was primarily due to $(45.1) million of income related to the decrease in fair value of the Conversion Option derivative liability, $(13.0) million in foreign currency transaction gains and $(0.8) million in equity in earnings related to non-consolidated entities.

Other income of $(42.8) million during the three months ended March 31, 2024 was primarily due to the favorable settlement of a vendor dispute of $(36.2) million, a gain on extinguishment of debt of $(5.8) million related to the redemption of $17.5 million aggregate principal amount of the Second Lien Notes due 2026 and equity in earnings of non-consolidated entities of $(3.7) million, partially offset by foreign currency transaction losses of $3.2 million.

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

Interest expense.

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

Interest expense increased $17.9 million to $119.1 million for the three months ended March 31, 2025, compared to $101.2 million during the three months ended March 31, 2024, primarily due to increased interest expense of $18.3 million on the New Term Loans (as defined herein) compared to the Existing Term Loans (as defined herein), and interest expense of $10.8 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $9.5 million on the Second Lien Notes due to redemptions of principal balances, declines in interest expense related to the revolving credit facility of $1.0 million and declines in interest expense on the Senior Subordinated Notes due 2025 of $0.8 million due to redemptions of principal balances.

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

Investment income.

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

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

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

Investment income was $(5.7) million for the three months ended March 31, 2025, compared to income of $(5.1) million for the three months ended March 31, 2024.

Investment income in the current year includes interest income of $(2.9) million, $(2.4) million of increase in estimated fair value of our investment in common shares of Hycroft and $(0.4) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income in the prior year includes interest income of $(6.1) million, partially offset by $0.5 million of decrease of our investment in common shares of Hycroft and a decline in estimated fair value of $0.5 million in our investment in warrants to purchase common shares of Hycroft.

Income tax provision.

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

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

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

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

The income tax provision was $1.6 million, compared to a provision of $1.8 million, for the three months ended March 31, 2025, and March 31, 2024, respectively.

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

Net loss was $202.1 million and $163.5 million during the three months ended March 31, 2025, and March 31, 2024, respectively.

Net loss during the three months ended March 31, 2025 compared to net loss for the three months ended March 31, 2024 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, an increase in interest expense, and an increase in general and administrative expense, partially offset by increases in other income, decreases in rent expense, decreases in depreciation and amortization, increases in investment income, and decreases in income tax provision.

Theatrical Exhibition — U.S.

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

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

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

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

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

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

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

Total revenues decreased $72.1 million, or 10.5%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Admissions revenues decreased $40.5 million, or 10.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to a decrease in attendance of 11.8% from 30.5 million patrons to 26.9 million patrons, partially offset by a 1.0% increase in average ticket price.

Attendance decreased due to the popularity of film product compared to the prior year.

Food and beverage revenues decreased $29.1 million, or 11.8%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in attendance and a decrease in food and beverage per patron of 0.1% from $8.08 to $8.07.

Total other theatre revenues decreased $2.5 million, or 3.5%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to decreases in income from gift cards and package tickets and decreases in ticket fees due to the decrease in attendance.

Operating costs and expenses.

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

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

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

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

Operating costs and expenses decreased $33.9 million, or 4.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Film exhibition costs decreased $25.9 million, or 14.6%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in admissions revenues and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 45.7% for the three months ended March 31, 2025, compared to 47.7% for the three months ended March 31, 2024.

Food and beverage costs decreased $4.0 million, or 8.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

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

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

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

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

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

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

As a percentage of food and beverage revenues, food and beverage costs were 18.9% for the three months ended March 31, 2025, compared to 18.3% for the three months ended March 31, 2024.

Operating expense increased by $1.6 million, or 0.6%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

As a percentage of revenues, operating expense was 46.7% for the three months ended March 31, 2025, compared to 41.6% for the three months ended March 31, 2024.

Rent expense decreased $3.1 million, or 1.9%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due primarily to a decrease in average screens of 2.5%.

Merger, acquisition, and other costs.

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

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

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

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

Merger, acquisition, and other costs were $3.0 million during the three months ended March 31, 2025, compared to $(0.1) million during the three months ended March 31, 2024.

The current year expense relates to severance costs in U.S.

Other general and administrative expense decreased $0.9 million, or 2.3%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due primarily to lower insurance costs.

Depreciation and amortization.

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

Depreciation and amortization decreased $4.7 million, or 7.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024.

Other income.

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

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

Other income of $45.4 million during the three months ended March 31, 2025 was primarily due to $45.1 million of income related to the decrease in fair value of the Conversion Option derivative liability and $0.7 million in equity in earnings related to non-consolidated entities.

Other income of $8.9 million during the three months ended March 31, 2024 was primarily due to a gain on extinguishment of debt of $5.8 million related to the redemption of $17.5 million aggregate principal amount of the Second Lien Notes due 2026 and equity in earnings of non-consolidated entities of $3.5 million.

Interest expense.

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

Investment expense (income).

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

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

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

Income tax provision (benefit).

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

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

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

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

Interest expense increased $17.2 million to $102.7 million for the three months ended March 31, 2025, compared to $85.5 million during the three months ended March 31, 2024, primarily due to increased interest expense of $18.3 million on the New Term Loans compared to the Existing Term Loans, and interest expense of $10.8 million on the Exchangeable Notes issued on July 22, 2024, partially offset by declines in interest expense of $9.5 million on the Second Lien Notes due to redemptions of principal balances, declines in interest expense related to the revolving credit facility of $1.0 million and declines in interest expense on the Senior Subordinated Notes due 2025 of $0.8 million due to redemptions of principal balances.

Investment income.

Investment income was $(5.5) million for the three months ended March 31, 2025, compared to investment income of $(4.5) million for the three months ended March 31, 2024.

Investment income in the current year includes interest income of $(2.7) million, $(2.4) million of increase in estimated fair value of our investment in common shares of Hycroft and $(0.4) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Investment income in the prior year includes $(5.5) million of interest income, partially offset by $0.5 million of decrease in the estimated fair value of our investment in common shares of Hycroft and a decline in the estimated fair value of $0.5 million of our investment in warrants to purchase common shares of Hycroft.

Income tax provision.

The income tax provision was $0.9 million, compared to a provision of $0.6 million, for the three months ended March 31, 2025, and March 31, 2024, respectively.

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

Net loss was $178.4 million and $160.2 million during the three months ended March 31, 2025, and March 31, 2024, respectively.

Net loss during the three months ended March 31, 2025 compared to net loss for the three months ended March 31, 2024 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, an increase in interest expense, an increase in general and administrative expense, and an increase in income tax provision, partially offset by increases in other income, decreases in depreciation and amortization, decreases in rent expense, and increases in investment income.

Theatrical Exhibition—International Markets

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

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

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

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

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

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

Total revenues decreased $16.8 million, or 6.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Admissions revenues decreased $16.5 million, or 10.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to a decrease in attendance of 7.1% from 16.1 million patrons to 15.0 million patrons and a 3.5% decrease in average ticket price.

Attendance decreased due to the popularity of film product compared to the prior year.

The decrease in average ticket price was primarily due to decreases in foreign currency translation rates.

Food and beverage revenues decreased $8.7 million, or 11.6%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in attendance and a decrease in food and beverage per patron of 5.0% from $4.64 to $4.41 due primarily to decreases in foreign currency translation rates.

Total other theatre revenues increased $8.4 million, or 29.5%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to increases in income from expirations of package tickets, income from gift cards and advertising income, partially offset by decreases in ticket fees due to the decrease in attendance and decreases in foreign currency translation rates.

Operating costs and expenses.

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

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

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

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

Operating costs and expenses decreased $17.5 million, or 6.2%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Film exhibition costs decreased $8.6 million, or 13.8%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to the decrease in admissions revenues and lower film rental terms.

As a percentage of admissions revenues, film exhibition costs were 37.6% for the three months ended March 31, 2025, compared to 39.1% for the three months ended March 31, 2024.

Food and beverage costs decreased $1.8 million, or 10.0%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

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

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

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

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

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

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

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

As a percentage of food and beverage revenues, food and beverage costs were 24.5% for the three months ended March 31, 2025, compared to 24.0% for the three months ended March 31, 2024.

Operating expense decreased by $2.2 million, or 2.1%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

The decrease in operating expense was primarily due to decreases in foreign currency translation rates.

As a percentage of revenues, operating expense was 42.7% for the three months ended March 31, 2025, compared to 40.8% for the three months ended March 31, 2024.

Rent expense decreased $3.3 million, or 5.6%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due primarily to a decrease in average screens of 3.7% and decreases in foreign currency translation rates.

Other general and administrative expense decreased $0.8 million, or 4.2%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to decreases in foreign currency translation rates.

Depreciation and amortization.

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

Depreciation and amortization decreased $0.8 million, or 4.4%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024, and the decrease in foreign currency translation rates.

Other income.

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

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

Other income of $(13.4) million during the three months ended March 31, 2025 was primarily due to $(13.0) million in foreign currency transaction gains.

Other income of $(33.9) million during the three months ended March 31, 2024 was primarily due to the favorable settlement of a vendor dispute of $(36.2) million and insurance recoveries of $(1.1) million, partially offset by foreign currency transaction losses of $3.2 million.

Interest expense.

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

Interest expense increased $0.7 million to $16.4 million for the three months ended March 31, 2025, compared to $15.7 million for the three months ended March 31, 2024.

Investment income.

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

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

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

Investment income was $0.2 million for the three months ended March 31, 2025, compared to investment income of $0.6 million for the three months ended March 31, 2024.

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

Income tax provision.

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

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

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

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

The income tax provision was $0.7 million and $1.2 million for the three months ended March 31, 2025, and March 31, 2024, respectively.

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

Net loss was $23.7 million and $3.3 million during the three months ended March 31, 2025, and March 31, 2024, respectively.

Net loss during the three months ended March 31, 2025 compared to net loss for the three months ended March 31, 2024 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, decreases in other income, increases in interest expense, and decreases in investment income, partially offset by decreases in rent expense, decreases in depreciation and amortization, decreases in general and administrative expense, and decreases in income tax provision.

Adjusted EBITDA

5 unchanged sentences

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

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

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

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

During 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 operating segment and our reconciliation of Adjusted EBITDA:

Three Months Ended

Nine Months Ended

Adjusted EBITDA (In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

International markets

1 unchanged sentence

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Net earnings (loss)

Income tax provision (benefit) (1)

March 31, 2025

March 31, 2024

Income tax provision (1)

Interest expense

5 unchanged sentences

Other income (6)

General and administrative — unallocated:

Merger, acquisition and other costs (7)

1 unchanged sentence

Adjusted EBITDA

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

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

(2) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets and other non-operating gains or losses included in operating expenses.

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

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

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

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

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

We have excluded these items as they are non-cash in nature or related to theatres that are not open.

(3) Equity in earnings of non-consolidated entities during the three months ended March 31, 2025 primarily consisted of equity in earnings from AC JV of $(0.8) million.

Equity in earnings of non-consolidated entities during the three months ended March 31, 2024 primarily consisted of equity in earnings from AC JV of $(3.3) million.

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

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

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.

1 unchanged sentence

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Equity in (earnings) of non-consolidated entities

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

Equity in earnings (loss) of International theatre joint ventures

Income tax provision (benefit)

Investment income

Interest expense

Equity in earnings of International theatre joint ventures

Investment expense

Depreciation and amortization

Other expense

Attributable EBITDA

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

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

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

Investment expense (income) during the nine months ended September 30, 2023 included deterioration in estimated fair value of our investment in common shares of Hycroft of $5.4 million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $5.4 million, $1.8 million of expense for NCM Common Units, $(15.5) million gain on the sale of our investment in Saudi Cinema Company, LLC and interest income of $(8.5) million.

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

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

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

Other expense (income) during the nine months ended September 30, 2023 included a non-cash litigation contingency charge of $99.3 million, partially offset by gains on debt extinguishment of $(97.5) million and foreign currency transaction gains of $(3.2) million.

(5) Investment income during the three months ended March 31, 2025 includes interest income of $(2.9) million, increases in the estimated fair value of our investment in common shares of Hycroft of $(2.4) million, and increases in the estimated fair value of our investment in warrants to purchase common shares of Hycroft of $(0.4) million.

Investment income during the three months ended March 31, 2024 included interest income of $(6.1) million, partially offset by a decline in the estimated fair value of our investment in common shares of Hycroft of $0.5 million, and a decline in the estimated fair value of our investment in warrants to purchase common shares of Hycroft of $0.5 million.

(6) Other income during the three months ended March 31, 2025 includes a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $(45.1) million and

foreign currency transaction gains of $(13.0) million.

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

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

10 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the three months ended March 31, 2025, Adjusted EBITDA in the U.S.

markets was $(57.4) million compared to $(20.2) million during the three months ended March 31, 2024.

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

These declines were partially offset by decreases in rent expense and decreases in general and administrative:

other expenses.

During the three months ended March 31, 2025, Adjusted EBITDA in the International markets was $(0.6) million compared to $(1.0) million during the three months ended March 31, 2024.

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

These declines were partially offset by increases in other revenues related to package ticket expirations and gift card income, decreases in rent expense and decreases in general and administrative:

other expenses.

During the three months ended March 31, 2025, Adjusted EBITDA in the U.S.

markets and International markets was $(58.0) million compared to $(21.2) million during the three months ended March 31, 2024, driven by the aforementioned factors impacting Adjusted EBITDA.

LIQUIDITY AND CAPITAL RESOURCES

4 unchanged sentences

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

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

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

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

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

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

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

We had working capital deficit (excluding restricted cash) as of March 31, 2025, and December 31, 2024 of $(925.5) million and $(846.1) million, respectively.

As of March 31, 2025 and December 31, 2024, working capital included operating lease liabilities of $532.4 million and $524.9 million, respectively, and deferred revenues of $412.0 million and $432.4 million, respectively.

As of March 31, 2025, we had cash and cash equivalents of $378.7 million.

We took action to lower our future interest expense of our fixed-rate debt through debt buybacks and enhanced

liquidity through equity issuances.

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

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

1 unchanged sentence

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

Refinancing Transactions

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

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

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

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

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

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

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

Liquidity Requirements

1 unchanged sentence

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 at least in line with pre-COVID-19 revenues.

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

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

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

North American box office grosses were down approximately 40% for the three months ended March 31, 2025, compared to the three months ended March 31, 2019.

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

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

There can be no assurance that the revenues, attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels and success of individual titles.

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

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

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

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

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

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

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

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

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

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

Cash Flows from Operating Activities

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

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

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

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

Net cash used in operating activities, as reflected in the condensed consolidated statements of cash flows, were $370.0 million and $188.3 million during the three months ended March 31, 2025 and March 31, 2024, respectively.

The increase in net cash used in operating activities was primarily due to an increase 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, a 10.1% decline in attendance in the first quarter of 2025 compared to the first quarter of 2024, increases in cash paid for interest, and decreases in cash received from vendor disputes, partially offset by declines in operating lease payments made in the first quarter of 2025 compared to the first quarter of 2024.

Cash Flows from Investing Activities

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

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

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

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

Net cash used in investing activities, as reflected in the condensed consolidated statements of cash flows, were $46.9 million and $50.0 million during the three months ended March 31, 2025 and March 31, 2024, respectively.

Cash outflows from investing activities include capital expenditures of $47.0 million and $50.5 million during the three months ended March 31, 2025, and March 31, 2024, respectively.

We fund the costs of constructing, maintaining, and remodeling our theatres through existing cash balances, cash generated from operations, lease incentives, 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.

We estimate that our capital expenditures, net of landlord contributions, will be approximately $175 million to $225 million for year ended December 31, 2024, to maintain and enhance operations.

We estimate that our capital expenditures, net of lease incentives, will be approximately $175 million to $225 million for year ended December 31, 2025, to maintain and enhance operations.

Cash Flows from Financing Activities

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

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

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

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

Net cash provided by (used in) financing activities, as reflected in the condensed consolidated statements of cash flows, were $158.0 million and $(9.0) million during the three months ended March 31, 2025 and March 31, 2024, respectively.

Cash flows provided by financing activities during the three months ended March 31, 2025, were primarily due to net proceeds from equity issuances of $169.6 million, partially offset by the repurchase of Senior Subordinated Notes due 2025 of $1.3 million, principal payments under term loan borrowings of $5.0 million, and taxes paid for restricted unit withholdings of $4.4 million.

See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information, including a summary of principal payments required and maturities of corporate borrowings as of March 31, 2025.

Cash flows provided by financing activities during the three months ended March 31, 2024, were primarily due to $5.0 million of scheduled term loan principal payments and taxes paid for restricted unit withholdings of $2.2 million.

Covenant Compliance

As of March 31, 2025, we believe that we were in full compliance with all agreements, including related covenants, governing our outstanding debt.

Formation of Unrestricted Subsidiaries

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

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

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

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

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.

12 unchanged sentences

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

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Subsidiaries/AMC

Subsidiaries (2)

(In millions)

11 unchanged sentences

Operating costs and expenses

Operating income

Other expense, net:

Operating loss

Other expense (income), net:

5 unchanged sentences

Intercompany interest income

Investment expense (income)

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (benefit) (3)

Net earnings (loss)

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain arising during the period

Other comprehensive income

Total comprehensive income (loss)

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

Transactions between Holdings and its restricted subsidiaries have been eliminated.

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

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

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

Corresponding amounts of expense are included in General and Administrative:

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

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

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (4)

Key operating metrics:

Average ticket price

Attendance (in thousands) (1)

Number of screens operated (2)

Number of theatres operated (2)

Adjusted EBITDA (5)

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

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

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

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

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

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

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

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

Three Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Income tax benefit

Interest expense

Depreciation and amortization

Certain operating expense

Equity in earnings of non-consolidated entities

Attributable EBITDA

Investment income

Other expense (income)

General and administrative — unallocated:

Merger, acquisition and other costs

Stock-based compensation expense

Adjusted EBITDA

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

Nine Months Ended September 30, 2024

Subsidiaries/AMC

Subsidiaries (2)

(In millions)

Food and beverage

Other theatre (4)

Total revenues

Operating costs and expenses

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization below

General and administrative:

Merger, acquisition and other costs

Other, excluding depreciation and amortization below (4)

Depreciation and amortization

Operating costs and expenses

Operating income (loss)

Other expense, net:

Other income, net

Interest expense:

Corporate borrowings

Finance lease obligations

Intercompany interest expense

Non-cash NCM exhibitor services agreement

Intercompany interest income

Investment expense (income)

Total other expense (income), net

Earnings (loss) before income taxes

Income tax provision (benefit) (3)

Net earnings (loss)

Nine Months Ended September 30, 2024

Loss before income taxes

Income tax provision (2)

Three Months Ended March 31, 2025

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Other comprehensive income (loss):

Other comprehensive income:

Unrealized foreign currency translation adjustments

Pension adjustments:

Net loss arising during the period

Other comprehensive loss

Total comprehensive income (loss)

Total comprehensive loss

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

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

Transactions between Holdings and its restricted subsidiaries have been eliminated.

(2) 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.

(3) Includes intercompany management fee revenues of $2.2 million recorded by AMCEH & Restricted Subsidiaries/AMC Group and intercompany license fee revenues of $2.0 million recorded by Muvico Group Unrestricted Subsidiaries.

Corresponding amounts of expense are included in general and administrative:

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

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

Nine Months Ended September 30, 2024

other for Muvico Group Unrestricted Subsidiaries and AMCEH & Restricted Subsidiaries/AMC Group.

Three Months Ended March 31, 2025

Subsidiaries/AMC

Subsidiaries (4)

Key operating metrics:

7 unchanged sentences

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

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

(4) 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 of the reconciling items presented previously in Management’s Discussion and Analysis section of this Form 10-Q.

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Subsidiaries/AMC

Subsidiaries (2)

Net earnings (loss)

Income tax provision

1 unchanged sentence

Depreciation and amortization

Certain operating expense

Certain operating expense (income)

Equity in earnings of non-consolidated entities

1 unchanged sentence

Investment income

Other income, net

General and administrative — unallocated:

Merger, acquisition and other costs

2 unchanged sentences

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

As of September 30, 2024

As of March 31, 2025

Subsidiaries/AMC

9 unchanged sentences

Intangible assets, net

Deferred tax asset, net (4)

Other long-term assets

31 unchanged sentences

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

Nine Months Ended September 30, 2024

(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.

Three Months Ended March 31, 2025

Subsidiaries/AMC

Subsidiaries (2)

Net (loss) earnings

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

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

Depreciation and amortization

(Gain) loss on extinguishment of debt

Gain on derivative liability

Deferred income taxes

Unrealized loss on investments in Hycroft

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

Unrealized gains on investments in Hycroft

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

Landlord contributions

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

Lease incentives

Deferred rent

4 unchanged sentences

Intercompany receivables and payables

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

Proceeds from disposition of long-term assets

Cash contributed to Muvico Group

Net cash used in investing activities

Cash flows from financing activities:

Repurchase of Senior Subordinated Notes due 2025

Repurchase of Senior Subordinated Notes due 2026

Repurchase of Second Lien Notes due 2026

Scheduled principal payments under Term Loan borrowings

Principal payments under Term Loan due 2026

Proceeds from issuance of Term Loan due 2029

Net proceeds from equity issuances

Scheduled principal payments under Term Loan borrowings

Principal payments under finance lease obligations

Cash used to pay for deferred financing costs

Debt extinguishment costs

Repurchase of Senior Subordinated Notes due 2025

Cash used to pay deferred financing costs

Taxes paid for restricted unit withholdings

2 unchanged sentences

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

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

Net decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

1 unchanged sentence

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis