Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33892 AMC ENTERTAINMENT HOLDINGS, INC. (exact name of registrant as specified in its charter) Delaware 26-0303916 (State or other jurisdiction of (I.r.S. employer incorporation or organization) Identification no.) One AMC Way 11500 Ash Street, Leawood, KS (address of principal executive offices) 66211 (Zip Code) registrant’s telephone number, including area code: (913) 213-2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities exchange act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ no ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ no ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in rule 12b-2 of the exchange act. Large accelerated Filer ☐ accelerated filer ☒ non-accelerated filer ☐ Smaller reporting company ☐ emerging growth company ☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the exchange act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act). Yes ☐ no ☒ Securities registered pursuant to Section 12(b) of the act: Title of each class Trading Symbol Name of each exchange on which registered Class a common stock amC new York Stock exchange Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares Title of each class of common stock outstanding as of May 2, 2021 Class a common stock 450,280,240 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. INDEX Page Number PART I—FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Condensed Consolidated Statements of operations 3 Condensed Consolidated Statements of Comprehensive Loss 4 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Cash Flows 6 notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 3. Quantitative and Qualitative Disclosures About Market Risk 60 Item 4. Controls and Procedures 62 PART II—OTHER INFORMATION Item 1. Legal Proceedings 62 Item 1A. Risk Factors 62 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 62 Item 3. Defaults Upon Senior Securities 62 Item 5. Other Information 62 Item 6. Exhibits 64 Signatures 66 2 Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements. (Unaudited) AMC ENTERTAINMENT HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended (In millions, except share and per share amounts) March 31, 2021 March 31, 2020 (unaudited) revenues admissions $ 69.5 $ 568.0 Food and beverage 50.1 288.1 other theatre 28.7 85.4 Total revenues 148.3 941.5 operating costs and expenses Film exhibition costs 22.0 271.7 Food and beverage costs 9.7 53.4 operating expense, excluding depreciation and amortization below 179.7 356.9 rent 192.1 237.8 General and administrative: merger, acquisition and other costs 6.7 0.2 other, excluding depreciation and amortization below 51.8 33.2 Depreciation and amortization 114.1 122.5 Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill — 1,851.9 operating costs and expenses 576.1 2,927.6 operating loss (427.8) (1,986.1) 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 non-cash nCm exhibitor services agreement 9.9 9.9 equity in loss of non-consolidated entities 2.8 2.9 Investment expense (income) (2.0) 9.4 Total other expense, net 146.2 122.0 net loss before income taxes (574.0) (2,108.1) Income tax provision (benefit) (6.8) 68.2 net loss (567.2) (2,176.3) Less: net loss attributable to noncontrolling interests (0.3) — net loss attributable to amC entertainment Holdings, Inc. $ (566.9) $ (2,176.3) net loss per share attributable to amC entertainment Holdings, Inc.'s common stockholders: Basic $ (1.42) $ (20.88) Diluted $ (1.42) $ (20.88) average shares outstanding: Basic (in thousands) 400,111 104,245 Diluted (in thousands) 400,111 104,245 See notes to Condensed Consolidated Financial Statements. 3 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In millions) March 31, 2021 March 31, 2020 (unaudited) net loss $ (567.2) $ (2,176.3) other comprehensive income (loss): Unrealized foreign currency translation adjustments, net of tax (54.7) (93.6) Pension adjustments: net gain arising during the period 3.5 0.1 other comprehensive loss (51.2) (93.5) Total comprehensive loss (618.4) (2,269.8) Comprehensive loss attributable to noncontrolling interests (0.5) — Comprehensive loss attributable to amC entertainment Holdings, Inc. $ (617.9) $ (2,269.8) See notes to Condensed Consolidated Financial Statements. 4 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except share data) March 31, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 813.1 $ 308.3 restricted cash 29.0 13.1 receivables, net 86.0 91.0 other current assets 87.9 74.6 Total current assets 1,016.0 487.0 Property, net 2,200.3 2,322.5 operating lease right-of-use assets, net 4,348.7 4,451.5 Intangible assets, net 158.3 163.2 Goodwill 2,491.0 2,547.3 Deferred tax asset, net 1.3 0.3 other long-term assets 273.1 304.6 Total assets $ 10,488.7 $ 10,276.4 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: accounts payable $ 264.9 $ 298.8 accrued expenses and other liabilities 291.7 257.8 Deferred revenues and income 404.3 405.4 Current maturities of corporate borrowings 20.0 20.0 Current maturities of finance lease liabilities 12.5 12.9 Current maturities of operating lease liabilities 591.1 583.6 Total current liabilities 1,584.5 1,578.5 Corporate borrowings 5,439.4 5,695.8 Finance lease liabilities 77.8 83.1 operating lease liabilities 4,908.9 4,957.8 exhibitor services agreement 524.0 537.6 Deferred tax liability, net 34.0 40.5 other long-term liabilities 207.1 241.3 Total liabilities 12,775.7 13,134.6 Commitments and contingencies Stockholders’ deficit: amC entertainment Holdings, Inc.'s stockholders' deficit: Class a common stock ($.01 par value, 524,173,073 shares authorized; 454,012,865 shares issued and 450,280,240 outstanding as of march 31, 2021; 176,295,874 shares issued and 172,563,249 outstanding as of December 31, 2020) 4.5 1.8 Class B common stock ($.01 par value, 0 shares authorized, issued and outstanding as of march 31, 2021 and 51,769,784 shares authorized, issued and outstanding as of December 31, 2020) — 0.5 additional paid-in capital 3,657.1 2,465.6 Treasury stock (3,732,625 shares as of march 31, 2021 and December 31, 2020, at cost) (56.4) (56.4) accumulated other comprehensive income (loss) (12.3) 38.7 accumulated deficit (5,902.3) (5,335.3) Total amC entertainment Holdings, Inc.'s stockholders’ deficit (2,309.4) (2,885.1) noncontrolling interests 22.4 26.9 Total deficit (2,287.0) (2,858.2) Total liabilities and stockholders’ deficit $ 10,488.7 $ 10,276.4 See notes to Condensed Consolidated Financial Statements. 5 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended (In millions) March 31, 2021 March 31, 2020 Cash flows from operating activities: (unaudited) net loss $ (567.2) $ (2,176.3) adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 114.1 122.5 Deferred income taxes (6.2) 71.2 Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill — 1,851.9 amortization of net premium on corporate borrowings to interest expense 42.3 3.1 amortization of deferred financing costs to interest expense 12.1 4.1 PIK interest expense 52.7 — non-cash portion of stock-based compensation 5.4 2.7 Gain on dispositions — (1.0) Loss on derivative asset and derivative liability — 19.6 equity in loss from non-consolidated entities, net of distributions 2.8 11.2 Landlord contributions 3.7 16.1 other non-cash rent expense (benefit) (7.5) 2.3 Deferred rent (21.8) (18.3) net periodic benefit cost (0.2) 0.3 Change in assets and liabilities: receivables (2.7) 129.4 other assets (13.0) 29.2 accounts payable (11.9) (169.8) accrued expenses and