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AMC ENTERTAINMENT HOLDINGS INC

For the period ended Jun 30, 2024. Filed Aug 2, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 2, 2024

AMC$3.14+1.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-08.

0001411579-24-000034

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-02.

0001411579-24-000060

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 116 previous paragraphs and 168 current paragraphs.

39 unchanged; 52 reworded; 72 added; 24 removed; 1 previous and 5 current paragraphs rearranged.

Tables are not compared: 63 previous and 64 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (72)

Current report

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

Current report

**Share Issuance.**During the six months ending June 30, 2024, we raised gross proceeds of $250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.3 million and $0.6 million, respectively, through our at-the-market offering of approximately 72.5 million shares of Common Stock. We paid $0.7 million of other third-party issuance costs during the six months ended June 30, 2024.

Current report

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 our theatres in the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with us. As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to us as part of the annual common unit adjustment. But under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan. We have filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to us and appeal the court’s order to approve cancellation of the NCM Common Unit issuance. We do not expect its bankruptcy to have a material impact on the Company.

Current report

Investment expense (income) during the six months ended June 30, 2024 includes deterioration in estimated fair value of our investment in common shares of Hycroft of $0.1 million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $0.2 million, and interest income of $(11.5) million. Investment expense (income) during the six months ended June 30, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $5.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $4.6 million, $(15.5) million gain on the sale of our investment in Saudi Cinema Company, LLC and interest income of $(4.8) million.

Current report

Other expense (income) during the six months ended June 30, 2024 includes shareholder litigation recoveries of $(19.1) million, gains on debt extinguishment of $(91.1) million, a vendor dispute settlement of $(36.2) million, and foreign currency transaction losses of $2.6 million. Other expense (income) during the six months ended June 30, 2023 included a non-cash litigation contingency charge of $115.4 million, partially offset by gains on debt extinguishment of $(86.7) million and foreign currency transaction gains of $(16.2) million.

Current report

Food and beverage revenues decreased $121.1 million, or 24.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron. Food and beverage per patron decreased 0.3% from $7.36 to $7.34 due primarily to an

Current report

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

Current report

**Operating costs and expenses.**Operating costs and expenses decreased $185.1 million, or 14.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Film exhibition costs decreased $110.8 million, or 28.9%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 48.2% for the three months ended June 30, 2024, compared to 51.5% for the three months ended June 30, 2023. The decrease in film exhibition cost percentage is primarily due to the concentration of box office revenues in higher grossing films in the prior year, which typically results in higher film exhibition costs.

Current report

Food and beverage costs decreased $21.8 million, or 23.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in food and beverage costs was primarily due to lower food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 19.0% for the three months ended June 30, 2024, compared to 18.8% for the three months ended June 30, 2023.

Current report

Operating expense decreased by $22.5 million, or 5.5%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in operating expense was primarily due to the decrease in attendance. As a percentage of revenues, operating expense was 37.8% for the three months ended June 30, 2024, compared to 30.6% for the three months ended June 30, 2023. Rent expense decreased 1.1%, or $2.4 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Current report

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

Current report

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

Current report

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

Current report

**Other income.**Other income of $(108.2) million during the three months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(85.3) million related to the redemption of $173.85 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(2.6) million of other settlement proceeds. Other income of $(31.1) million during the three months ended June 30, 2023 was primarily due to $(1.2) million of income related to a proposed settlement of the Shareholder Litigation comprised of $(1.2) million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, gains on extinguishment of debt of $(21.6) million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026 and $(7.5) million in foreign currency transaction gains. 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).

Current report

**Interest expense.**Interest expense decreased $3.6 million to $99.0 million for the three months ended June 30, 2024, compared to $102.6 million during the three months ended June 30, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026. See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form

Current report

**Investment (income) expense.**Investment income was $(6.1) million for the three months ended June 30, 2024, compared to expense of $5.1 million for the three months ended June 30, 2023. Investment income in the current year includes interest income of $(5.4) million, $(0.4) million of increase in estimated fair value of our investment in common shares of Hycroft, and $(0.3) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft. Investment expense in the prior year includes $3.2 million of decline in estimated fair value of our investment in common shares of Hycroft, $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft and $2.1 million of expense for NCM common units, partially offset by interest income of $(2.5) million.

Current report

**Net earnings (loss).**Net earnings (loss) was $(32.8) million and $8.6 million during the three months ended June 30, 2024, and June 30, 2023, respectively. Net loss during the three months ended June 30, 2024 compared to net earnings for the three months ended June 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year and an increase in income tax provision, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, interest expense and investment expense and increases in other income.

Current report

**Revenues.**Total revenues decreased $271.5 million, or 25.0%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Admissions revenues decreased $150.7 million or 25.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 27.0% from 50.0 million patrons to 36.5 million patrons, partially offset by a 2.0% increase in average ticket price. The decrease in attendance was primarily due to the popularity of film product compared to the prior year. The availability and popularity of film product released during the three months ended June 30, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023. The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in IMAX and other PLF screen volumes as a percentage of attendance and increases in attendance for alternative content partially offset by lower attendance for 3D content.

Current report

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

Current report

**Operating costs and expenses.**Operating costs and expenses decreased $159.7 million, or 16.2%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Film exhibition costs decreased $95.4 million, or 29.8%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 51.2% for the three months ended June 30, 2024, compared to 54.3% for the three months ended June 30, 2023. 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.

Current report

Food and beverage costs decreased $18.3 million, or 25.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 17.7% for the three months ended June 30, 2024, and 17.5% for the three months ended June 30, 2023.

Current report

Operating expense decreased by $19.1 million, or 6.1%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in operating expense was primarily due to the decrease in attendance. As a percentage of revenues, operating expense was 36.0% for the three months ended June 30, 2024, compared to 28.7% for the three months ended June 30, 2023. Rent expense decreased 3.2%, or $5.3 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Current report

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

Current report

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

Current report

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

Current report

**Other income.**Other income of $(108.8) million during the three months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(85.3) million related to the redemption of $173.85 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(2.6) million of other settlement proceeds. Other income of $(25.0) million during the three months ended June 30, 2023 was primarily due to $(1.2) million of income related to a proposed settlement of the Shareholder Litigation comprised of $(1.2) million of non-cash income for the decrease in estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock and gains on extinguishment of debt of $(21.6) million related to the redemption of $42.0 million aggregate principal amount of the Second Lien Notes due 2026. 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).

Current report

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

Current report

**Investment expense (income).**Investment income was $(5.5) million for the three months ended June 30, 2024, compared to expense of $5.1 million for the three months ended June 30, 2023. Investment income in the current year includes interest income of $(4.8) million, $(0.4) million of increase in estimated fair value of our investment in common shares of Hycroft and $(0.3) million of increase in estimated fair value of our investment in warrants to purchase common shares of Hycroft. Investment expense in the prior year includes $3.2 million of decline in estimated fair value of our investment in common shares of Hycroft, $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft and $2.1 million of expense for NCM common units, partially offset by interest income of $(2.5) million.

Current report

**Net earnings.**Net earnings were $17.7 million and $31.7 million during the three months ended June 30, 2024, and June 30, 2023, respectively. Net earnings during the three months ended June 30, 2024, compared to net earnings for the three months ended June 30, 2023, were negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, partially offset by decreases in rent expense, general and administrative expense, depreciation and amortization, interest expense and investment expense and increases in other income.

Current report

**Revenues.**Total revenues decreased $45.8 million, or 17.6%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Admissions revenues decreased $29.0 million, or 18.7%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 17.3% from 16.3 million patrons to 13.5 million patrons and a decrease in average ticket price of 1.7%. The decrease in attendance was primarily due to the popularity of film product compared to the prior year.

Current report

Food and beverage revenues decreased $14.2 million, or 18.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron. Food and beverage per patron decreased 1.5% from $4.72 to $4.65.

Current report

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

Current report

**Operating costs and expenses.**Operating costs and expenses decreased $25.4 million, or 9.2%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Film exhibition costs decreased $15.4 million, or 24.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance and lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 37.9% for the three months ended June 30, 2024, compared to 40.7% for the three months ended June 30, 2023. 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.

Current report

Food and beverage costs decreased $3.5 million, or 17.9%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in food and beverage costs was primarily due to the decrease in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 25.6% for the three months ended June 30, 2024, compared to 25.4% for the three months ended June 30, 2023.

Current report

Operating expense decreased by $3.4 million, or 3.4%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in operating expense was primarily due to lower utilities expense and the decrease in attendance. As a percentage of revenues, operating expense was 44.7% for the three months ended June 30, 2024, compared to 38.2% for the three months ended June 30, 2023. Rent expense increased 5.5%, or $2.9 million, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Current report

**Other expense (income).**Other expense (income) of $0.6 million during the three months ended June 30, 2024 was primarily due to equity in losses of non-consolidated entities of $1.1 million, partially offset by foreign currency transaction gains of $(0.5) million. Other income of $(6.9) million during the three months ended June 30, 2023 was primarily due to $(7.5) million in foreign currency transaction gains, partially offset by equity in losses of non-consolidated entities of $0.5 million. 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 income.

Current report

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

Current report

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

Current report

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

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Removed paragraphs (24)

Previous report

During the three months ended March 31, 2024, Adjusted EBITDA in the International markets was $(4.0) million compared to $(3.8) million during the three months ended March 31, 2023. The year-over-year decline was primarily driven by a decline in other revenues, increases in rent, increases in operating expenses related to the increase in attendance, general and administrative expenses and increases in foreign currency translation rates. These declines were partially offset by an increase in attendance as a result of the popularity of new film releases, increases in food and beverage sales per patron, increases in legal settlement income and increases in Attributable EBITDA.

Previous report

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

Previous report

Total other theatre revenues increased $8.1 million, or 8.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to higher income from gift cards and package tickets, higher income from AMC Theatres Perfectly Popcorn and an increase in foreign currency translation rates.

Previous report

**Operating costs and expenses.**Operating costs and expenses decreased $2.8 million, or 0.3%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Film exhibition costs decreased $6.9 million, or 2.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the decrease in attendance and lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 45.1% for the three months ended March 31, 2024, compared to 46.1% for the three months ended March 31, 2023.

Previous report

**Merger, acquisition, and other costs.**Merger, acquisition, and other costs were $(0.1) million during the three months ended March 31, 2024, compared to $0.2 million during the three months ended March 31, 2023.

Previous report

**Depreciation and amortization.**Depreciation and amortization decreased $12.0 million, or 12.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023, partially offset by an increase in foreign currency translation rates.

Previous report

**Other expense (income).**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. Other expense of $37.8 million during the three months ended March 31, 2023 was primarily due to $126.6 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10 million of

Previous report

**Interest expense.**Interest expense increased $0.1 million to $101.2 million for the three months ended March 31, 2024, compared to $101.1 million during the three months ended March 31, 2023, primarily due to an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026, partially offset by lower interest expense on the Second Lien Notes due 2026 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 Item 1 of Part I of this Form 10-Q for additional information about our indebtedness.

Previous report

**Income tax provision.**The income tax provision was $1.8 million and $1.9 million for the three months ended March 31, 2024, and March 31, 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.

Previous report

**Net loss.**Net loss was $163.5 million and $235.5 million during the three months ended March 31, 2024, and March 31, 2023, respectively. Net loss during the three months ended March 31, 2024 compared to net loss for the three months ended March 31, 2023 was positively impacted by decreases in general and administrative expense, depreciation and amortization expense, increases in other income and 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, increases in interest expense, decreases in investment income and the increase in foreign currency translation rates.

Previous report

**Revenues.**Total revenues decreased $15.4 million, or 2.2%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Admissions revenues decreased $12.4 million or 3.2%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to a decrease in attendance of 5.8% from 32.4 million patrons to 30.5 million patrons, partially offset by a 2.7% increase in average ticket price. The decrease in attendance was primarily due to the popularity of film product compared to the prior year. The availability and popularity of film product released during the three months ended March 31, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023. The increase in average ticket price was primarily due to increased ticket prices for all formats and increased attendance at IMAX and other PLF screens, partially offset by lower attendance for 3D content.

Previous report

Total other theatre revenues increased $9.2 million, or 14.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to higher income from gift cards and package tickets and higher income from AMC Theatres Perfectly Popcorn.

Previous report

**Operating costs and expenses.**Operating costs and expenses decreased $13.4 million, or 1.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Film exhibition costs decreased $11.4 million, or 6.0%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the decrease in attendance and lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 47.7% for the three months ended March 31, 2024, compared to 49.1% for the three months ended March 31, 2023.

Previous report

Food and beverage costs increased $1.0 million or 2.3%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in food and beverage costs was primarily due to higher product costs. As a percentage of food and beverage revenues, food and beverage costs were 18.3% for the three months ended March 31, 2024, and 17.0% for the three months ended March 31, 2023.

Previous report

**Merger, acquisition, and other costs.**Merger, acquisition, and other costs were $(0.1) million during the three months ended March 31, 2024, compared to $0.2 million during the three months ended March 31, 2023.

Previous report

**Depreciation and amortization.**Depreciation and amortization decreased $11.4 million, or 15.2%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2023.

Previous report

**Investment expense (income).**Investment income was $(4.5) million for the three months ended March 31, 2024, compared to investment expense of $2.0 million for the three months ended March 31, 2023. Investment income in the current year includes interest income of $5.5 million, partially offset by $0.5 million of decline in estimated fair value of our investment in common shares of Hycroft and $0.5 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft. Investment expense in the prior year includes $2.3 million of decline in estimated fair value of our investment in common shares of Hycroft and $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, partially offset by interest income of $2.3 million.

Previous report

**Revenues.**Total revenues increased $12.4 million, or 5.0%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Admissions revenues increased $8.8 million, or 5.9%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to an increase in attendance of 5.8% from 15.3 million patrons to 16.1 million patrons and an increase in foreign currency translation rates. The increase in attendance was primarily due to the popularity of film product compared to the prior year.

Previous report

Total other theatre revenues decreased $1.1 million, or 3.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to lower advertising and retail merchandise revenues, partially offset by an increase in foreign currency translation rates.

Previous report

**Operating costs and expenses.**Operating costs and expenses increased $10.6 million, or 3.9%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Film exhibition costs increased $4.5 million, or 7.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the increase in attendance and higher film rental terms. As a percentage of admissions revenues, film exhibition costs were 39.1% for the three months ended March 31, 2024, compared to 38.4% for the three months ended March 31, 2023.

Previous report

Food and beverage costs increased $0.6 million, or 3.4%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 24.0% for the three months ended March 31, 2024, compared to 24.8% for the three months ended March 31, 2023.

Previous report

Operating expense increased by $2.1 million, or 2.0%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in operating expense was primarily due to the increase in attendance and foreign currency translation rates, partially offset by lower utilities expense. As a percentage of revenues, operating expense was 40.8% for the three months ended March 31, 2024, compared to 42.0% for the three months ended March 31, 2023. Rent expense increased 6.9%, or $3.8 million, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily to higher common area maintenance costs and an increase in foreign currency translation rates.

Previous report

**Other.**Other general and administrative expense increased $0.2 million, or 1.1%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily to higher payroll costs and an increase in foreign currency translation rates, partially offset by declines in stock-based compensation expense. We recorded $0.2 million of stock-based compensation expense during the three months ended March 31, 2024 compared to $2.1 million during the three months ended March 31, 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, partially offset by increased rent expense, salaries expense and an increase in foreign currency translation rates. 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.

Previous report

million shares of its Common Stock and paid fees to the sales agents of approximately $2.6 million.
Reworded paragraphs (52)

Previous wording

In addition to historical information, this Quarterly Report on Form 10–Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding future attendance levels, operating revenues and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

Current wording

In addition to historical information, this Quarterly Report on Form 10–Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding future attendance levels, revenues and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

Previous wording

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 March 31, 2024, we owned, operated or had interests in 895 theatres and 10,005 screens.

Current wording

Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage sales. The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical distribution, retail popcorn sales, and online ticketing fees. As of June 30, 2024, we owned, operated or had interests in 886 theatres and 9,889 screens.

Previous wording

As of March 31, 2024, we had approximately 33 million member households enrolled in AMC Stubs® A-List (“A-List”), AMC Stubs Premiere™ (“Premiere”) and AMC Stubs Insider™ (“Insider”) programs, combined. During the three months ended March 31, 2024, our AMC Stubs® members represented approximately 48.6% of AMC U.S. markets attendance.

Current wording

As of June 30, 2024, we had approximately 33 million member households enrolled in AMC Stubs® A-List (“A-List”), AMC Stubs Premiere™ (“Premiere”) and AMC Stubs Insider™ (“Insider”) programs, combined. During the six months ended June 30, 2024, our AMC Stubs® members represented approximately 48.9% of AMC U.S. markets attendance.

Previous wording

We currently have approximately 17 million members in our various International loyalty programs.

Current wording

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

Previous wording

As of March 31, 2024, approximately 2.2 million shares of our Common Stock were directly registered with our transfer agent by 15,094 stockholders. The balance of our outstanding Common Stock was held in “street name” through bank or brokerage accounts.

Current wording

As of June 30, 2024, approximately 1.6 million shares of our Common Stock were directly registered with our transfer agent by 14,983 stockholders. The balance of our outstanding Common Stock was held in “street name” through bank or brokerage accounts.

Previous wording

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K. Other than as discussed above, there have been no material changes from critical accounting estimates described in our Form 10-K.

Current wording

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K. There have been no material changes to our critical accounting estimates from what is described in our Form 10-K.

Previous wording

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

Current wording

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

Previous wording

**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 that occurred during January 2024:

Current wording

**Debt for Equity Exchanges.**The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024. The transactions were treated as early extinguishments of debt. 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.

Previous wording

**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 three months ended March 31, 2024. The relationship with the vendor has been restored and remains in good standing.

Current wording

**Vendor Dispute.**On January 26, 2024, we executed an agreement to collect $37.5 million as resolution of a dispute with a vendor. The proceeds, net of legal costs, were recorded to other income during the six months ended June 30, 2024. The relationship with the vendor has been restored and remains in good standing.

Previous wording

Significant Events—For the Three Months Ended March 31, 2023

Current wording

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

Previous wording

**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 three months ended March 31, 2023.

Current wording

**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 six months ended June 30, 2023.

Previous wording

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

Current wording

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

Previous wording

Share Issuances. During the three months ended March 31, 2023, we raised gross proceeds of approximately $80.3 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $2.0 million and $7.8 million, respectively, through our at-the-market offering of approximately 4.9 million shares of our AMC Preferred Equity Units. The Company paid $6.8 million of other third-party issuance costs during the three months ended March 31, 2023.

Current wording

Share Issuances. During the six months ended June 30, 2023, we raised gross proceeds of approximately $114.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $2.9 million and $8.3 million, respectively, through our at-the-market offering of approximately 7.1 million shares of AMC Preferred Equity Units. We paid $11.0 million of other third-party issuance costs during the six months ended June 30, 2023.

Previous wording

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 three months ended March 31, 2023, we recognized $20.2 million of additional stock compensation expense.

Current wording

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

Previous wording

Lease Termination. During the three months ended March 31, 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.

Current wording

Lease Termination. During the six months ended June 30, 2023, we received a $13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre. The incentive and termination gain resulted in a $16.7 million reduction to rent expense.

Previous wording

During the three months ended March 31, 2024, Adjusted EBITDA in the U.S. markets was $(27.6) million compared to $10.9 million during the three months ended March 31, 2023. The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases, increases in rent expense due to a prior year rent credit for a theatre termination, decreases in legal settlement income, increases in general and administrative expenses and increases in operating expenses related to an increase in expected general liability and workers compensation costs compared to the prior year. These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron, increases in other revenues and increases in cash distributions from non-consolidated entities.

Current wording

During the six months ended June 30, 2024, Adjusted EBITDA in the U.S. markets was $21.7 million compared to $185.7 million during the six months ended June 30, 2023. The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and increases in rent expense due to a prior year rent credit for a theatre termination. These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron and increases in cash distributions from non-consolidated entities. During the six months ended June 30, 2024, Adjusted EBITDA in the International markets was $(23.9) million compared to $3.9 million during the six months ended June 30, 2023. The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and declines in average ticket price and food and beverage sales per patron. During the six months ended June 30, 2024, Adjusted EBITDA in the U.S. markets and International markets was $(2.2) million compared to $189.6 million during the six months ended June 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

Previous wording

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

Current wording

value of our investment in warrants to purchase common shares of Hycroft of $(0.3) million and interest income of $(5.4) million. Investment expense (income) during the three months ended June 30, 2023 included deterioration in estimated fair value of our investment in common shares of Hycroft of $3.2 million, deterioration in estimated fair value of our investment in warrants to purchase common shares of Hycroft of $2.3 million, and interest income of $(2.5) million.

Previous wording

Our historical results of operations for the three months ended March 31, 2024 and March 31, 2023, reflect the results of operations for our two theatrical exhibition reportable segments, U.S. markets and International markets.

Current wording

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

Previous wording

Revenues. Total revenues decreased $3.0 million, or 0.3%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Admissions revenues decreased $3.6 million, or 0.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to a decrease in attendance of 2.1% from 47.6 million patrons to 46.6 million patrons, partially offset by a 1.4% increase in average ticket price. The decrease in attendance was primarily due to the popularity of film product in U.S. Markets compared to the prior year. The availability and popularity of film product released during the three months ended March 31, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023. The increase in average ticket price was primarily due to increased ticket prices for all formats, increased attendance at IMAX and other PLF screens and an increase in foreign currency translation rates, partially offset by lower attendance for 3D content.

Current wording

Revenues. Total revenues decreased $317.3 million, or 23.5%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Admissions revenues decreased $179.7 million, or 24.1%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in attendance of 24.6% from 66.4 million patrons to 50.0 million patrons, partially offset by a 0.7% increase in average ticket price. The decrease in attendance was primarily due to the popularity of film product in U.S. Markets compared to the prior year. The availability and popularity of film product released during the three months ended June 30, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023. The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in IMAX and other PLF screen volumes as a percentage of attendance and increases in attendance for alternative content partially offset by lower attendance for 3D content.

Previous wording

**Income tax provision.**The income tax provision was $0.6 million and $0.4 million for the three months ended March 31, 2024, and March 31, 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.

Current wording

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

Previous wording

Food and beverage revenues decreased $12.2 million, or 4.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron. Food and beverage per patron increased 1.1% from $7.99 to $8.08 due primarily to an increase in average prices, partially offset by lower units purchase per transaction.

Current wording

Food and beverage revenues decreased $106.9 million, or 26.0%, during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to the decrease in attendance, partially offset by an increase in food and beverage per patron. Food and beverage per patron increased 1.5% from $8.22 to $8.34 due primarily to an increase in average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction.

Previous wording

Food and beverage revenues increased $4.7 million, or 6.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the increase in attendance and an increase in food and beverage per patron. Food and beverage per patron increased 0.9% from $4.60 to $4.64 due primarily to an increase in foreign currency translation rates.

Current wording

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

Previous wording

**Depreciation and amortization.**Depreciation and amortization decreased $0.6 million, or 3.2%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to theatre closures and locations impaired in 2023 and lower depreciation expense on theatres impaired during the year ended December 31, 2023, partially offset by an increase in foreign currency translation rates.

Current wording

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

Previous wording

**Interest expense.**Interest expense decreased $0.2 million to $85.5 million for the three months ended March 31, 2024, compared to $85.7 million during the three months ended March 31, 2023, primarily due to lower interest expense on the Second Lien Notes due 2026 due to redemptions of principal balances, partially offset by an increase in interest rates on the Senior Secured Credit Facility Term Loan Due 2026. See Note 6—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for additional information about our indebtedness.

Current wording

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

Previous wording

**Net loss.**Net loss was $3.3 million and $15.1 million during the three months ended March 31, 2024, and March 31, 2023, respectively. Net loss during the three months ended March 31, 2024 compared to net loss for the three months ended March 31, 2023 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in depreciation and amortization expense, increases in other income and decreases in income tax provision, partially offset by, increases in general and administrative expense, increases in rent expense, increases in interest expense, decreases in investment income and the increase in foreign currency translation rates.

Current wording

**Net loss.**Net loss was $50.5 million and $23.1 million during the three months ended June 30, 2024, and June 30, 2023, respectively. Net loss during the three months ended June 30, 2024 compared to net loss for the three months ended June 30, 2023 was negatively impacted by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense, decreases in other income and decreases in income tax benefit, partially offset by decreases in general and administrative expense and decreases in depreciation and amortization expense.

Previous wording

Food and beverage revenues decreased $7.5 million, or 2.3%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron. Food and beverage per patron decreased 0.1% from $6.90 to $6.89 due primarily to an increase in revenues in International markets as a percentage of consolidated revenues from 21.4% during the three months ended March 31, 2023 to 23.3% during the three months ended March 31, 2024. Food and beverage per patron in International markets is much lower than in our U.S. markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron, partially offset by an increase in foreign currency translation rates.

Current wording

Food and beverage revenues decreased $128.6 million, or 15.7%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the decrease in attendance and a decrease in food and beverage per patron. Food and beverage per patron decreased 0.7% from $7.17 to $7.12 due primarily to an increase in revenues in International markets as a percentage of consolidated revenues from 18.0% during the six months ended June 30, 2023 to 20.0% during the six months ended June 30, 2024. Food and beverage per patron in International markets is much lower than in our U.S. markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron.

Previous wording

Food and beverage costs increased $1.6 million, or 2.6%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in food and beverage costs was primarily due to higher product costs. As a percentage of food and beverage revenues, food and beverage costs were 19.6% for the three months ended March 31, 2024, compared to 18.7% for the three months ended March 31, 2023.

Current wording

Food and beverage costs decreased $20.2 million, or 13.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The decrease in food and beverage costs was primarily due to lower food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 19.3% for the six months ended June 30, 2024, compared to 18.7% for the six months ended June 30, 2023.

Previous wording

Operating expense increased by $8.5 million, or 3.1%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in operating expense was primarily due to an increase in expected general liability and workers compensation costs compared to the prior year. As a percentage of revenues, operating expense was 41.6% for the three months ended March 31, 2024, compared to 39.5% for the three months ended March 31, 2023. Rent expense increased 10.0%, or $15.0 million, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily 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.

Current wording

Operating expense decreased by $11.9 million, or 1.5%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The decrease in operating expense was primarily due to the decrease in attendance. As a percentage of revenues, operating expense was 39.5% for the six months ended June 30, 2024, compared to 34.5% for the six months ended June 30, 2023. Rent expense increased 3.8%, or $16.4 million, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

Previous wording

**Other.**Other general and administrative expense decreased $14.6 million, or 20.2%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily to declines in stock-based compensation expense. We recorded $2.1 million of stock-based compensation expense during the three months ended March 31, 2024 compared to $20.2 million during the three months ended March 31, 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, partially offset by increased rent expense, salaries expense and an increase in foreign currency translation rates. 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.

Current wording

Other. Other general and administrative expense decreased $23.7 million, or 18.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to lower stock-based compensation expense and declines in bonus expense, as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year. We recorded $2.1 million of stock-based compensation expense during the six months ended June 30, 2024 compared to $20.2 million during the six months ended June 30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022. 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.

Previous wording

estimated legal fees and $116.6 million of non-cash expense for the estimated fair value as of March 31, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $62.8 million related to the redemption of $99.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $14.0 million in settlement of the Lao Action, $8.7 million in foreign currency transaction gains and equity in earnings of non-consolidated entities of $1.4 million. 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).

Current wording

**Other expense (income).**Other income of $(151.0) million during the six months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(91.1) million related to the redemption of $191.35 million aggregate principal amount of the Second Lien Notes due 2026, the favorable settlement of a vendor dispute of $(36.2) million, $(19.1) million of recoveries related to the Shareholder Litigation and $(3.6) million of other settlement proceeds. Other expense of $5.9 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $(84.4) million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(2.3) million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $(14.0) million in settlement of the Lao Action and $(16.2) million in foreign currency transaction gains. 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).

Previous wording

**Investment income.**Investment income was $5.1 million for the three months ended March 31, 2024, compared to income of $(13.5) million for the three months ended March 31, 2023. Investment income in the current year includes interest income of $6.1 million, partially offset by $0.5 million of decline in estimated fair value of our investment in common shares of Hycroft and $0.5 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 $2.3 million, partially offset by $2.3 million of decline in estimated fair value of our investment in common shares of Hycroft and $2.3 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft.

Current wording

**Investment income.**Investment income was $(11.2) million for the six months ended June 30, 2024, compared to $(8.4) million for the six months ended June 30, 2023. Investment income in the current year includes interest income of $(11.5) million, partially offset by $0.1 million of decline in estimated fair value of our investment in common shares of Hycroft and $0.2 million of decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft. Investment income 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 $(4.8) million, partially offset by $5.5 million of decline in estimated fair value of our investment in common shares of Hycroft and $4.6 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.

Previous wording

**Net loss.**Net loss was $160.2 million and $220.4 million during the three months ended March 31, 2024 and March 31, 2023, respectively. Net loss during the three months ended March 31, 2024 compared to net loss for the three months ended March 31, 2023 was positively impacted by decreases in general and administrative expense, depreciation and amortization expense, increases in other income, decreases in interest expense and increases in investment income and partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and increases in income tax provision.

Current wording

**Net loss.**Net loss was $196.3 million and $226.9 million during the six months ended June 30, 2024, and June 30, 2023, respectively. Net loss during the six months ended June 30, 2024 compared to net loss for the six months ended June 30, 2023 was positively impacted by decreases in general and administrative expense, decreases in depreciation and amortization, decreases in interest expense, and increases in investment income and other income partially offset by the decrease in attendance as a result of the popularity of new film releases compared to the prior year, increases in rent expense and an increase in income tax provision.

Previous wording

Operating expense increased by $10.6 million, or 2.8%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in operating expense was primarily due to an increase in expected general liability and workers compensation costs compared to the prior year and an increase in foreign currency translation rates. As a percentage of revenues, operating expense was 41.4% for the three months ended March 31, 2024, compared to 40.2% for the three months ended March 31, 2023. Rent expense increased 9.1%, or $18.8 million, during the three months ended March 31, 2024, compared to the three months ended March 31, 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 and an increase in foreign currency translation rates.

Current wording

Operating expense decreased by $10.6 million, or 1.8%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The decrease in operating expense was primarily due to the decrease in attendance. As a percentage of revenues, operating expense was 38.6% for the six months ended June 30, 2024, compared to 33.0% for the six months ended June 30, 2023. Rent expense increased 3.0%, or $9.7 million, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to the early termination of one theatre lease for a benefit of $16.7 million in the prior year, which included an early termination payment from the landlord for $13.0 million.

Previous wording

**Other.Other general and administrative expense decreased $14.8 million, or 27.7%, during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily to declines in stock-based compensation expense. We recorded $1.9 million of stock-based compensation expense during the three months ended March 31, 2024 compared to $18.1 million during the three months ended March 31, 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, partially offset by increased rent expense and salaries 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.

Current wording

**Other.**Other general and administrative expense decreased $22.7 million, or 24.2%, during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to declines in stock-based compensation expense and lower bonus expense, as a result of lower expected annual performance compared to annual targets in the current year compared to the prior year. We recorded $1.9 million of stock-based compensation expense during the six months ended June 30, 2024 compared to $18.1 million during the six months ended June 30, 2023 related to special awards in each year accounted for as a modification to the respective 2023 and 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches in 2023 and 2022. 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.

Previous wording

**Other expense (income).**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. Other expense of $46.8 million during the three months ended March 31, 2023 was primarily due to $126.6 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $116.6 million of non-cash expense for the estimated fair value as of March 31, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $62.8 million related to the redemption of $99.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of $14.0 million in settlement of the Lao Action and equity in earnings of non-consolidated entities of $0.9 million. 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).

Current wording

**Other expense (income).**Other income of $(117.7) million during the six months ended June 30, 2024 was primarily due to a gain on extinguishment of debt of $(91.1) million related to the redemption of $191.35 million aggregate principal amount of the Second Lien Notes due 2026, $(19.1) million of recoveries related to the Shareholder Litigation and $(3.6) million of other settlement proceeds. Other expense of $21.8 million during the six months ended June 30, 2023 was primarily due to $125.4 million of expense related to a proposed settlement of the Shareholder Litigation comprised of $10.0 million of estimated legal fees and $115.4 million of non-cash expense for the estimated fair value as of June 30, 2023 of settlement shares proposed to be issued to holders of AMC Class A Common Stock, partially offset by a gain on extinguishment of debt of $(84.4) million related to the redemption of $141.4 million aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(2.3) million related to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026 and a receipt of $(14.0) million in settlement of the Lao Action. 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).

Previous wording

**Income tax provision.**The income tax provision was $1.2 million and $1.5 million for the three months ended March 31, 2024, and March 31, 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.

Current wording

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

Previous wording

**Other income.**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, equity in earnings of non-consolidated entities of $0.2 million, partially offset by foreign currency transaction losses of $3.2 million. Other income of $9.0 million during the three months ended March 31, 2023 was primarily due to $8.7 million in foreign currency transaction gains and equity in earnings of non-consolidated entities of $0.4 million. 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 income.

Current wording

**Other income.**Other income of $(33.3) million during the six months ended June 30, 2024, was primarily due to the favorable settlement of a vendor dispute of $(36.2) million. Other income of $(15.9) million during the six months ended June 30, 2023, was primarily due to $(16.2) million in foreign currency transaction gains. 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). 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 income.

Previous wording

**Interest expense.**Interest expense increased $0.3 million to $15.7 million for the three months ended March 31, 2024, compared to $15.4 million during the three months ended March 31, 2023. 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.

Current wording

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

Previous wording

Investment income. Investment income was $0.6 million for the three months ended March 31, 2024, compared to income of $15.5 million for the three months ended March 31, 2023. Investment income in the current year includes interest income of $0.6 million. Investment income in the prior year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million

Current wording

Investment income. Investment income was $(1.2) million for the six months ended June 30, 2024, and $(15.5) million for the six months ended June 30, 2023. Investment income in the current year includes $(1.2) million of interest income. Investment income in the prior year includes a gain on sale of our 10.0% interest in Saudi Cinema

Previous wording

We had working capital deficit (excluding restricted cash) as of March 31, 2024, and December 31, 2023 of $(626.5) million and $(456.4) million, respectively. As of March 31, 2024 and December 31, 2023, working capital included operating lease liabilities of $508.9 million and $508.8 million, respectively, and deferred revenues of $394.2 million and $421.8 million, respectively.

Current wording

We had working capital deficit (excluding restricted cash) as of June 30, 2024, and December 31, 2023 of ($624.0) million and $(456.4) million, respectively. As of June 30, 2024 and December 31, 2023, working capital included operating lease liabilities of $512.2 million and $508.8 million, respectively, and deferred revenues of $399.1 million and $421.8 million, respectively.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

During the three months ended June 30, 2024, Adjusted EBITDA in the U.S. markets was $49.3 million compared to $174.8 million during the three months ended June 30, 2023. The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year. These declines were partially offset by increases in average ticket price, increases in food and beverage sales per patron, decreases in general and administrative expenses and decreases in rent expense. During the three months ended June 30, 2024, Adjusted EBITDA in the International markets was $(19.9) million compared to $7.7 million during the three months ended June 30, 2023. The year-over-year decline was primarily driven by a decrease in attendance as a result of the popularity of new film releases compared to the prior year and declines in average ticket price and food and beverage sales per patron. During the three months ended June 30, 2024, Adjusted EBITDA in the U.S. markets and International markets was $29.4 million compared to $182.5 million during the three months ended June 30, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.

Current report — wording carried from elsewhere

increase in revenues in International markets as a percentage of consolidated revenues from 15.8% during the three months ended June 30, 2023 to 17.1% during the three months ended June 30, 2024. Food and beverage per patron in International markets is much lower than in our U.S. markets and this change in the mix of revenues resulted in a decline in consolidated food and beverage per patron.

Current report — wording carried from elsewhere

10-Q for additional information about our indebtedness.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

We have continued to lower our future interest expense through debt exchanges for equity and enhanced liquidity through equity issuances. See Note 6**—**Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for further information.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

During the three months ended March 31, 2024, Adjusted EBITDA in the U.S. markets and International markets was $(31.6) million compared to $7.1 million during the three months ended March 31, 2023, driven by the aforementioned factors impacting Adjusted EBITDA.