Forward-Looking Statements





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.
Examples of forward-looking statements include statements we make regarding the
impact of COVID-19, future attendance levels and our liquidity. 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. 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:

The risks and uncertainties relating to the sufficiency of our existing cash

and cash equivalents and available borrowing capacity to comply with minimum

liquidity requirements under our debt covenants, fund operations, and satisfy

obligations including cash outflows for increased rent and planned capital

expenditures currently and through early May of 2022. This requires that we

achieve significant increases in attendance levels beginning in the third

quarter of 2021 and ultimately reaching approximately 85% of pre COVID-19

? attendance levels by the fourth quarter of 2021 and through the first and

second quarters of 2022 as the vaccine rollout continues and more Hollywood

product is released in our theatres. If we are unable to achieve more

normalized levels of attendance and operating revenues as described above, we

may be required to obtain additional liquidity. If such additional liquidity

were not realized 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 impact of the COVID-19 virus on us, the motion picture exhibition industry,

and the economy in general, including our response to the COVID-19 virus

? related to suspension of operations at our theatres, personnel reductions and

other cost-cutting measures and measures to maintain necessary liquidity and

increases in expenses relating to precautionary measures at our facilities to


   protect the health and well-being of our customers and employees;

risks and uncertainties relating to our significant indebtedness, including our

? borrowings and our ability to meet our financial maintenance and other


   covenants;

? shrinking exclusive theatrical release windows;

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;




                                       34

  Table of Contents

? risks relating to impairment losses, including with respect to goodwill and

other intangibles, and theatre and other closure charges;

? risks relating to motion picture production and performance;

? our lack of control over distributors of films;

? intense competition in the geographic areas in which we operate;

? increased use of alternative film delivery methods including premium video on


   demand or other forms of entertainment;

general and international economic, political, regulatory, social and financial

? market conditions and other risks, including the effects of the exit of the

United Kingdom from the European Union;

? limitations on the availability of capital or poor financial results may

prevent us from deploying strategic initiatives;

? our ability to achieve expected synergies, benefits and performance from our


   strategic initiatives;

? our ability to refinance our indebtedness on terms favorable to us or at all;

our ability to optimize our theatre circuit through new construction, the

? transformation of our existing theatres, and strategically closing

underperforming theatres may be subject to delay and unanticipated costs;

? AMC Stubs® A-List may not meet anticipated revenue projections which could

result in a negative impact upon operating results;

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

? our ability to utilize interest expense deductions may be limited annually due

to Section 163(j) of 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;

? our ability to recognize certain international deferred tax assets which

currently do not have a valuation allowance recorded;

? impact of the elimination of the calculation of USD LIBOR rates on our

contracts indexed to USD LIBOR:

? review by antitrust authorities in connection with acquisition opportunities;

? risks relating to the incurrence of legal liability, including costs associated


   with the ongoing securities class action lawsuits;

dependence on key personnel for current and future performance and our ability

? to attract and retain senior executives and other key personnel, including in


   connection with any future acquisitions;

increased costs in order to comply or resulting from a failure to comply with

? governmental regulation, including the General Data Protection Regulation

("GDPR"), the California Consumer Privacy Act ("CCPA") and pending future

domestic privacy laws and regulations;






                                       35

  Table of Contents

? the dilution caused by recent and future sales of our Class A common stock


   could adversely affect the market price of the Class A common stock;

the market price and trading volume of our shares of Class A common stock has

? been and may continue to be volatile, and purchasers of our securities could


   incur substantial losses;

future offerings of debt, which would be senior to our Class A common stock for

? purposes of distributions or upon liquidation, could adversely affect the


   market price of our Class a common stock;

geopolitical events, including the threat of terrorism or cyber-attacks, or

? widespread health emergencies, such as the novel coronavirus or other pandemics

or epidemics, causing people to avoid our theatres or other public places where

large crowds are in attendance;

anti-takeover protections in our amended and restated certificate of

? incorporation and our amended and restated by laws may discourage or prevent a

takeover of our Company, even if an acquisition would be beneficial to our


   stockholders;

an issuance of preferred stock could dilute the voting power of the common

? stockholders and adversely affect the market value of our Class A common stock;


   and

? other risks referenced from time to time in filings with the SEC.


This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative but not exhaustive. In addition, new
risks and uncertainties may arise from time to time. Accordingly, all
forward-looking statements should be evaluated with an understanding of their
inherent uncertainty and we caution accordingly against relying on
forward-looking statements.

Readers are urged to consider these factors carefully in evaluating the
forward-looking statements. For further information about these and other risks
and uncertainties as well as strategic initiatives, see Item 1A. "Risk Factors,"
and Item 1. "Business" in our Annual Report on Form 10-K for the year ended
December 31, 2020, and our other public filings.

All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. The forward-looking statements included herein are made
only as of the date of this Quarterly Report on Form 10-Q, and we do not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Temporarily Suspended or Limited Operations





On or before March 17, 2020, we temporarily suspended all theatre operations in
our U.S. markets and International markets in compliance with local, state, and
federal governmental restrictions and recommendations on social gatherings to
prevent the spread of COVID-19 and as a precaution to help ensure the health and
safety of our guests and theatre staff. We resumed limited operations in the
International markets in early June 2020 and limited operations in the U.S.
markets in late August 2020. A COVID-19 resurgence during the fourth quarter of
2020 resulted in additional local, state, and federal governmental restrictions
and many previously reopened theatres in International markets temporarily
suspended operations again. As a result of these temporarily suspended or
limited operations, our revenues and expenses for the three months ended March
31, 2021 are significantly lower than the revenues and expenses for the three
months ended March 31, 2020.

As of January 1, 2021, we were operating at 394 domestic theatres with limited
seating capacities, representing approximately 67% of our domestic theatres.
During the first quarter ended March 31, 2021, in response to eased restrictions
by state and local governments, we resumed operations in key markets such as New
York and Los Angeles. As of March 31, 2021, we were operating at 585 domestic
theatres with limited seating capacities, representing approximately 99% of our
domestic theatres. As of January 1, 2021, we were operating at 109 International
leased and partnership theatres, with limited seating capacities, representing
approximately 30% of our International theatres. As of March 31, 2021, we were
operating at 97 International theatres with limited seating capacities,
representing approximately 27% of our International theatres. Our average
screens operated during the three months ended March

                                       36

Table of Contents

31, 2021 declined by 24.2% from the prior year.

Overview



AMC is the world's largest theatrical exhibition company and an industry leader
in innovation and operational excellence. We operate theatres in 13 countries,
including the U.S., Europe and Saudi Arabia.

Our theatrical exhibition revenues are generated primarily from box office
admissions and theatre food and beverage sales. The balance of our revenues is
generated from ancillary sources, including on-screen advertising, fees earned
from our AMC Stubs® customer loyalty program, rental of theatre auditoriums,
income from gift card and exchange ticket sales, and online ticketing fees. As
of March 31, 2021, we owned, operated or had interests in 945 theatres and
10,518 screens.

Box Office Admissions and Film Content



Box office admissions are our largest source of revenue. We predominantly
license "first-run" films from distributors owned by major film production
companies and from independent distributors on a film-by-film and
theatre-by-theatre basis. Film exhibition costs are accrued based on the
applicable admissions revenues and estimates of the final settlement pursuant to
our film licenses. These licenses typically state that rental fees are based on
aggregate terms established prior to the opening of the picture. In certain
circumstances and less frequently, our rental fees are based on a mutually
agreed settlement upon the conclusion of the picture. In some European
territories, rental fees are established on a weekly basis for the coming week's
percentage forecast. Some European licenses use a per capita agreement instead,
paying a flat amount per ticket, where the sum is agreed in long-term agreements
in advance of the film showing. Under an aggregate terms formula, we usually pay
the distributor a specified percentage of box office gross or pay based on a
scale of percentages tied to different amounts of box office gross, or in
Europe, we pay based on the number of weeks since release. The settlement
process allows for negotiation based upon how a film actually performs.

The North American and International industry box offices have also been
significantly impacted by the COVID-19 pandemic during the three months ended
March 31, 2021. As a result, studios have postponed new film releases or moved
them to the home video market, and movie release dates may continue to move in
the future. Major movie releases that were previously scheduled to be released
in 2020 have either been rescheduled for 2021 or slated for direct to streaming
or premium video on demand ("PVOD") in lieu of a theatrical release, which left
a reduced slate of movie releases for 2020, and release dates may continue to
move. Certain competitors have decided to temporarily reclose their theatres in
light of the ongoing pandemic and the reduced slate of movie releases, which may
further exacerbate the trend described above. As a result of the reduced slate
of first-run movie releases, we have licensed and exhibited a larger number of
films that were released in prior years or decades and where the film rental
terms are much lower than for first-run movie releases.

The combination of theatre closures, reopening restrictions and limited new film
distribution has resulted in a significantly lower industry box office for the
three months ended March 31, 2021 compared to the three months ended March 31,
2020. In response to the current low attendance levels, (in addition to any
local capacity restrictions) we have made adjustments to theatre operating hours
in those markets where we are open to align screen availability and associated
theatre operating costs with attendance levels for each theatre. We also
introduced AMC Private Screening, which allows moviegoers to reserve a separate
AMC Safe & Clean auditorium for a private screening for up to 20 people,
starting at $99 plus tax.

During 2020, we entered into an agreement with Universal, a division of Comcast
Corporation (NASDAQ:CMCSA), to distribute films utilizing a minimum 17-day
theatrical exhibition window, after which time Universal will have the option to
make its titles available across PVOD platforms. This multi-year agreement
preserves exclusivity for theatrical viewing for at least the first three
weekends of a film's release, during which time a considerable majority of a
movie's theatrical box office revenue typically is generated. AMC will also
share in new revenue streams that will come to the movie ecosystem from PVOD.

Our revenues attributable to individual distributors may vary significantly from
year to year depending upon the commercial success of each distributor's films
in any given year. Our results of operations may vary significantly from quarter
to quarter and from year to year based on the timing and popularity of film

releases.

                                       37

  Table of Contents

Movie Screens



The following table provides detail with respect to digital delivery, 3D enabled
projection, 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 on
March 31, 2021. This data represents available services in a pre-COVID-19
environment. Due to mandated government attendance restrictions, the ability for
guests to utilize all these amenities has been significantly curtailed:


                                                U.S. Markets                  International Markets
                                        Number of         Number of        Number of         Number of
                                      Screens As of     Screens As of    Screens As of     Screens As of
Format                                March 31, 2021    March 31, 2020   March 31, 2021    March 31, 2020
IMAX®                                            185               188               37                35
Dolby CinemaTM                                   153               150                6                 5

Other Premium Large Format ("PLF")                55                55     

         74                71
Dine-in theatres                                 735               725                8                 8
Premium seating                                3,339             3,282              531               470




Guest Amenities

We believe we are an industry leader in the development and operation of
theatres. Typically, our theatres have 12 or more screens and offer amenities to
enhance the movie-going experience, such as stadium seating providing
unobstructed viewing, digital sound and premium seat design. As part of our
long-term strategy, we seek to continually upgrade the quality of our theatre
circuit through substantial renovations featuring our seating concepts,
acquisitions, new builds (including expansions), expansion of food and beverage
offerings (including dine-in theatres), and by disposing of older screens
through closures and sales. As discussed above, certain aspects of our long-term
strategy, such as growth capital expenditures, with the exception of prior
commitments are suspended at this time as a result of the impact of the COVID-19
pandemic on our business. We cannot currently determine when we will be able to
resume these aspects of our long-term growth strategy.

Recliner seating is the key feature of theatre renovations. We believe that
maximizing comfort and convenience for our customers will be increasingly
necessary to maintain and improve our relevance. These renovations, in
conjunction with capital contributions from our landlords, involve stripping
theatres to their basic structure in order to replace finishes throughout,
upgrading the sight and sound experience, installing modernized points of sale
and, most importantly, replacing traditional theatre seats with plush, electric
recliners that allow customers to deploy a leg rest and fully recline at the
push of a button. As of December 31, 2019, prior to the COVID-19 pandemic, the
quality improvement in the customer experience could drive a 33% increase in
attendance, on average, at these locations in their first year post renovation.
These increases will only continue post-COVID-19 pandemic if attendance returns
to normalized pre-COVID-19 levels. Upon reopening a remodeled theatre, we
typically increase the ticket price to reflect the enhanced consumer experience.

As of March 31, 2021, in our U.S. markets we featured recliner seating in
approximately 345 U.S. theatres, including Dine-in-Theatres, totaling
approximately 3,339 screens and representing 43.5% of total U.S. screens. In our
International markets, as of March 31, 2021, we had recliner seating in
approximately 83 International theatres, totaling approximately 531 screens and
representing 18.7% of total International screens.

Open-source internet ticketing makes our AMC seats (approximately 1.1 million as
of March 31, 2021) in all our U.S. theatres and auditoriums, for all our
showtimes as available as possible, on as many websites as possible. Our tickets
are currently on sale either directly or through mobile apps, at our own website
and mobile apps and other third-party ticketing vendors.

Food and beverage sales are our second largest source of revenue after box
office admissions. Our deployment initiatives also apply to food and beverage
enhancements. We have expanded our menu of enhanced food and beverage products
to include meals, healthy snacks, premium beers, wine and mixed drinks, and
other gourmet products. Our long-term growth strategy calls for investment
across a spectrum of enhanced food and beverage formats, ranging from simple,
less capital-intensive food and beverage design improvements to the development
of new dine-in theatre options. As a result of the COVID-19 pandemic, we have
temporarily modified our food and beverage operations to include more simplified
concession menus, cashless transactions technology, hand sanitizer and
disinfecting wipes, and condiment and drink refills available by request, all in
an effort to reduce the number of touch-

                                       38

Table of Contents

points between guests and employees. We have also upgraded our Coca Cola Freestyle beverage machines to include a mobile app allowing guests to dispense drinks without the need to utilize the machine's touch screen.



Our MacGuffins Bar and Lounges ("MacGuffins") give us an opportunity to engage
our legal age customers. As of March 31, 2021, we offer alcohol in approximately
341 AMC theatres in the U.S. markets and 243 theatres in our International
markets and continue to explore expansion globally.

Loyalty Programs and Other Marketing





In our U.S. markets, we begin the process of engagement with AMC Stubs® our
customer loyalty program which allows members to earn rewards, receive discounts
and participate in exclusive members-only offerings and services. It features a
traditional paid tier called AMC Stubs Premiere™ for a $15 annual membership fee
and a non-paid tier called AMC Stubs Insider™. Both programs reward loyal guests
for their patronage of AMC theatres. Rewards earned are redeemable on future
purchases at AMC locations.

The portion of the admissions and food and beverage revenues attributed to the
rewards is deferred as a reduction of admissions and food and beverage revenues
and is allocated between admissions and food and beverage revenues based on
expected member redemptions. Upon redemption, deferred rewards are recorded as
revenues along with associated cost of goods. We estimate point breakage in
assigning value to the points at the time of sale based on historical trends.
The program's annual membership fee is allocated to the material rights for
discounted or free products and services and is initially deferred, net of
estimated refunds, and recorded as the rights are redeemed based on estimated
utilization, over the one-year membership period in admissions, food and
beverage, and other revenues. A portion of the revenues related to a material
right are deferred as a virtual rewards performance obligation using the
relative standalone selling price method and are recorded as the rights are
redeemed or expire.

AMC Stubs® A-List is our monthly subscription-based tier of our AMC Stubs®
loyalty program. This program offers guests admission to movies at AMC up to
three times per week including multiple movies per day and repeat visits to
already seen movies for $19.95 to $23.95 per month depending upon geographic
market. AMC Stubs® A-List also includes premium offerings including IMAX®, Dolby
Cinema™ at AMC, RealD, Prime and other proprietary PLF brands. AMC Stubs® A-List
members can book tickets on-line in advance and select specific seats at AMC
Theatres with reserved seating. Upon the temporary suspension of theatre
operations due to the COVID-19 pandemic, all monthly A-List subscription charges
were put on hold. As we reopened theatres, A-List members had the option to
reactivate their subscription, which restarted the monthly charge for the
program.

As of March 31, 2021, we had more than 23,400,000 member households enrolled in
AMC Stubs® A-List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs,
combined. Our AMC Stubs® members represented approximately 35% of AMC U.S.
markets attendance during the year ended March 31, 2021. Our large database of
identified movie-goers also provides us with additional insight into our
customers' movie preferences. This enables us to have a larger, more
personalized and targeted marketing effort.

In our International markets, we currently have loyalty programs in the major
territories in which we operate. The movie-goers can earn points for spending
money at the theatre, and those points can be redeemed for tickets and
concession items at a later date. We currently have more than 11,400,000 members
in our various International loyalty programs. We are currently evaluating the
Odeon loyalty programs to determine how best to reward our European movie-goers
and heighten guest loyalty to drive additional attendance to Odeon theatres.

Our marketing efforts are not limited to our loyalty program as we continue to
improve our customer connections through our website and mobile apps and expand
our online and movie offerings. We continued to roll out our upgraded mobile
applications across the U.S. circuit with the ability to order food and beverage
offerings via our mobile applications while ordering tickets ahead of scheduled
showtimes. Our mobile applications also include AMC Theatres On Demand, a
service for members of the AMC Stubs® loyalty program that allows them to rent
or buy movies.

In response to the COVID-19 pandemic, AMC's robust online and mobile platforms
in our U.S. markets offer customers the safety and convenience of enhanced
social distancing by allowing them to purchase tickets and concession items
online, avoid the ticket line, and limit other high-touch interactions with AMC
employees and other guests. Online and mobile platforms are also available

in
our International markets.

                                       39

  Table of Contents

Critical Accounting Policies and Estimates





Long-lived assets impairments. We evaluate indefinite-lived intangible assets
for impairment annually or more frequently as specific events or circumstances
dictate. We operate in a very competitive business environment and our revenues
are highly dependent on movie content supplied by film producers. In addition,
it is common for us to closely monitor certain locations where operating
performance may not meet our expectations.

We review long-lived assets, including definite-lived intangible assets and
theatre assets (including operating lease right-of-use assets) whenever events
or changes in circumstances indicate that the carrying amount of the asset group
may not be fully recoverable. We identify impairments related to internal use
software when management determines that the remaining carrying value of the
software will not be realized through future use. We evaluate events or
circumstances, including competition in the markets where we operate that would
indicate the carrying value of theatre assets may not be fully recoverable. We
evaluate theatres using historical and projected data of theatre level cash flow
as our primary indicator of potential impairment and consider the seasonality of
our business when making these evaluations. If an event or circumstance is
identified indicating carrying value may not be recoverable, the sum of future
undiscounted cash flows is compared to the carrying value. If carrying value
exceeds the future undiscounted cash flows, the carrying value of the asset is
reduced to fair value. Assets are evaluated for impairment on an individual
theatre basis, which management believes is the lowest level for which there are
identifiable cash flows. The fair value of assets is determined as either the
expected selling price less selling costs (where appropriate) or the present
value of the estimated future cash flows, adjusted as necessary for market
participant factors.

We recorded impairment charges primarily related to long-lived assets and
definite lived intangible assets of $106.5 million during the three months ended
March 31, 2020. No impairment charges were recorded during the three months
ended March 31, 2021. There are a number of estimates and significant judgments
that are made by management in performing these impairment evaluations. Such
judgments and estimates include estimates of future attendance, revenues, rent
relief, cost savings, cash flows, capital expenditures, and the cost of capital,
among others. Attendance is expected to be significantly below historical levels
for the first several months following reopening but is expected to increase as
customers become more comfortable with the experience. We believe we have used
reasonable and appropriate business judgments. There is considerable management
judgment with respect to cash flow estimates and appropriate discount rates to
be used in determining fair value, and, accordingly, actual results could vary
significantly from such estimates, which fall under Level 3 within the fair
value measurement hierarchy. These estimates determine whether impairments have
been incurred, and quantify the amount of any related impairment charge. Given
the nature of our business and our recent history, future impairments are
possible and they may be material, based upon business conditions that are
constantly changing and the competitive business environment in which we
operate.

During the three months ended March 31, 2020, we recorded non-cash impairment of
long-lived assets of $81.4 million on 57 theatres in the U.S. markets with 658
screens (in Alabama, Arkansas, California, District of Columbia, Florida,
Georgia, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri,
Montana, New Hampshire, New Jersey, New York, North Carolina, North Dakota,
Ohio, Pennsylvania, South Dakota, Tennessee, Texas, Washington, Wisconsin and
Wyoming) and $9.9 million on 23 theatres in the International markets with 213
screens (in Germany, Italy, Spain, UK and Sweden). During the three months ended
March 31, 2020, we recorded impairment losses related to definite-lived
intangible assets of $8.0 million. In addition, we recorded an impairment loss
of $7.2 million within investment expense (income), related to equity interest
investments without a readily determinable fair value accounted for under the
cost method. No non-cash impairment charges of long-lived assets were recorded
during the three months ended March 31, 2021.

During the three months ended March 31, 2020, we performed a quantitative
impairment evaluation of our indefinite-lived intangible assets related to the
AMC, Odeon and Nordic trade names and recorded impairment charges of $5.9
million related to Odeon trade names and $2.4 million related to Nordic trade
names during the three months ended March 31, 2020. To estimate fair value of
our indefinite-lived trade names, we employed a derivation of the Income
Approach known as the Royalty Savings Method. The Royalty Savings Method values
an intangible asset by estimating the royalties saved through ownership of the
asset. We applied royalty rates of 0.5% for AMC and Odeon trade names and 1.0%
for Nordic to the related theatre revenues on an after-tax basis using effective
tax rates. Related cash flows were discounted at 12.5% for AMC and 14.0% for
Odeon and Nordic. No impairment charges related to our indefinite-lived trade
names were recorded during the three months ended March 31, 2021.

                                       40

Table of Contents

Goodwill. We evaluate the goodwill recorded at our two reporting units (Domestic
Theatres and International Theatres) for impairment annually as of the beginning
of the fourth fiscal quarter or more frequently as specific events or
circumstances dictate. In accordance with ASC 350-20-35-30, we performed an
assessment to determine whether there were any events or changes in
circumstances that would warrant an interim ASC 350 impairment analysis as of
March 31, 2021. Based on increases in our enterprise market capitalization from
December 31, 2020 to March 31, 2021, we performed a qualitative impairment test
to evaluate whether it is more likely than not that the fair value of our two
reporting units is less than their respective carrying amounts as of March 31,
2021. We concluded that it is not more likely than not that the fair value of
our two reporting units have been reduced below their respective carrying
amounts. As a result, we concluded that an interim quantitative impairment test
as of March 31, 2021 was not required.

At March 31, 2020, we performed the Step 1 quantitative goodwill impairment test
and used an enterprise value approach to measure fair value of the reporting
units. The enterprise fair values of the Domestic Theatres and International
Theatres reporting units were less than their carrying values and goodwill
impairment charges of $1,124.9 million and $619.4 million, respectively, was
recorded as of March 31, 2020 for our Domestic Theatres and International
Theatres reporting units.

Based on the suspension of operations at all of our theatres on or before March
17, 2020 due to the COVID-19 pandemic during the first quarter of 2020, the
suspension of operations during the second and third quarters of 2020, the
temporary suspension of operations of certain of our International Theatres
during the fourth quarter of 2020 again after operations had previously been
resumed, and the further delay or cancellation of film releases than originally
estimated, we performed the Step 1 quantitative goodwill impairment test as of
December 31, 2020. The impairment test for goodwill involves estimating the fair
value of the reporting unit and comparing that value to our carrying value. If
the estimated fair value of the reporting unit is less than our carrying value,
the difference is recorded as a goodwill impairment charge, not to exceed the
total amount of goodwill allocated to that reporting unit. In performing the
Step 1 quantitative goodwill impairment test as of December 31, 2020, we used an
enterprise value approach to measure fair value of the reporting units. The
enterprise fair value of the Domestic Theatres and International Theatres
reporting units were less than their carrying values as of March 31, 2020 and
September 30, 2020, and the fair value of the International Theatres reporting
unit was less than its fair value as of December 31, 2020 and goodwill
impairment charges of $1,276.1 million and $1,030.3 million, were recorded
during the year ended December 31, 2020 for our Domestic Theatres and
International Theatres reporting units, respectively.

Significant Events



Additional equity financing. On December 11, 2020, we entered into an equity
distribution agreement with Goldman Sachs & Co. LLC and B. Riley Securities,
Inc., as sales agents to sell up to 178.0 million shares of our Class A common
stock, par value $0.01 per share, through an "at-the-market" offering program.
On January 25, 2021, we entered into equity distribution agreements with Goldman
Sachs & Co. LLC and B. Riley Securities, Inc., as sales agents to sell up to
50.0 million shares of our Class A common stock, par value $0.01 per share,
through an "at-the-market" offering program. During the three months ended March
31, 2021, we raised gross proceeds of approximately $596.9 million through our
at-the-market offering for the remaining available shares under the equity
distribution agreement of 187,066,293 shares of our Class A common stock and
paid fees to the sales agents of approximately $14.9 million and other fees of
$0.4 million. We intend to use the net proceeds from the sale of the Class A
common stock pursuant to the equity distribution agreement for general corporate
purposes, which may include the repayment, refinancing, redemption or repurchase
of existing indebtedness or working capital, capital expenditures and other
investments. See Note 13-Subsequent Event in the Notes to the Condensed
Consolidated Financial Statements under Item 1 of Part I of this Form 10-Q for
information regarding the additional at-the-market offerings of 43 million
shares of the Company's Class A common stock.

Baltics' theatre sale agreement. On August 28, 2020, we entered into an
agreement to sell our equity interest in Forum Cinemas OU, which consists of
nine theatres located in the Baltics' region (Latvia, Lithuania and Estonia) and
was included in our International markets reportable segment, for total
consideration of approximately €77.25 million, including cash of approximately
€64.35 million or $76.6 million prior to any transaction costs. This transaction
was undertaken by us to further increase our liquidity and strengthen our
balance sheet at a transaction multiple that demonstrates that market
participants ascribe positive value to the business. The completion of the sale
will take place in several steps and is contingent upon clearance from each
regulatory competition council in each country. We received $37.5 million
(€31.53 million) cash consideration upon entering into the sale agreement on
August 28, 2020, transferred an equity interest of 49% in Forum Cinemas OU to
the purchaser and recorded an initial noncontrolling interest of $34.9 million
in total equity (deficit). During the three months ended March 31, 2021 and the
three months ended December 31, 2020, we received cash consideration for the
remaining interest in Estonia and Latvia of $4.1

                                       41

Table of Contents



million (€3.4 million) and $6.4 million (€5.4 million), respectively.
Transaction costs of $1.4 million and net gain of $1.2 million related to the
sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of
Latvia were recorded in additional paid-in capital during the six months ended
December 31, 2020. Additional transaction costs of $0.1 million and net gain of
$0.3 million related to the sale of 51% equity interest of Estonia were recorded
in additional paid-in capital during the three months ended March 31, 2021. The
transaction costs and net gain recorded in additional paid-in capital will be
recognized in earnings when the remaining 51% interest in Lithuania is disposed.
At March 31, 2021, the carrying amounts of the major classes of assets and
liabilities included as part of the disposal group that were previously included
in the International markets reportable segment were; goodwill of $36.3 million,
property, net, of $9.1 million, operating lease right-of-use assets, net of
$12.4 million, and current and long-term operating lease liabilities of $1.2
million and $11.4 million, respectively. The remaining cash consideration of
approximately $31.9 million (€26.3 million) was paid upon completion of the sale
of the remaining 51% equity interest in Lithuania on May 6, 2021. At March 31,
2021, our noncontrolling interest of 49% in Lithuania was $22.4 million in

net
assets.

                                       42

  Table of Contents

Operating Results



The following table sets forth our consolidated revenues, operating costs and
expenses.


                                           Three Months Ended
                                        March 31,       March 31,
(In millions)                             2021            2020        % Change
Revenues
Admissions                            $        69.5    $     568.0       (87.8) %
Food and beverage                              50.1          288.1       (82.6) %
Other theatre                                  28.7           85.4       (66.4) %
Total revenues                                148.3          941.5       (84.2) %
Operating Costs and Expenses
Film exhibition costs                          22.0          271.7       (91.9) %
Food and beverage costs                         9.7           53.4       (81.8) %
Operating expense, excluding
depreciation and amortization
below                                         179.7          356.9       (49.6) %
Rent                                          192.1          237.8       (19.2) %
General and administrative:
Merger, acquisition and other
costs                                           6.7            0.2            * %
Other, excluding depreciation and
amortization below                             51.8           33.2         56.0 %
Depreciation and amortization                 114.1          122.5        (6.9) %
Impairment of long-lived assets,
definite and indefinite-lived
intangible assets and goodwill                    -        1,851.9      (100.0) %
Operating costs and expenses                  576.1        2,927.6       (80.3) %
Operating loss                              (427.8)      (1,986.1)       (78.5) %
Other expense (income):
Other expense (income)                       (17.4)           26.9            * %
Interest expense:
Corporate borrowings                          151.5           71.3            * %
Finance lease obligations                       1.4            1.6       (12.5) %
Non-cash NCM exhibitor service
agreement                                       9.9            9.9            - %
Equity in loss of non-consolidated
entities                                        2.8            2.9        (3.4) %
Investment expense (income)                   (2.0)            9.4            * %
Total other expense, net                      146.2          122.0         19.8 %
Net loss before income taxes                (574.0)      (2,108.1)       (72.8) %

Income tax provision (benefit)                (6.8)           68.2            * %
Net loss                                    (567.2)      (2,176.3)       (73.9) %
Less: Net loss attributable to
noncontrolling interests                      (0.3)              -            * %
Net loss attributable to AMC
Entertainment Holdings, Inc.          $     (566.9)    $ (2,176.3)       (74.0) %


*   Percentage change in excess of 100%




                                       43

  Table of Contents

                                          Three Months Ended
                                         March 31,   March 31,
Operating Data:                            2021        2020
Screen additions                                32          13
Screen dispositions                             63          74
Construction openings (closures), net            6         (7)
Average screens (1)                          6,724       8,873
Number of screens operated                   8,329           -
Number of theatres operated                    682           -
Total number of circuit screens             10,518      10,973
Total number of circuit theatres               945         996
Screens per theatre                           11.1        11.0
Attendance (in thousands) (1)                6,797      60,495

Includes consolidated theatres only and excludes screens offline due to


 (1) construction and temporary suspension of operations as consequence of the
     COVID-19 pandemic.




                                       44

  Table of Contents

© Edgar Online, source Glimpses