AMC ENTERTAINMENT HOLDINGS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (Form 10-Q)

forward-looking statement

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 the impact of
COVID-19, future attendance levels 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:

Risks and uncertainties related to our existing cash adequacy

Cash equivalents and available borrowing capacity to meet

Minimum liquidity requirements set out in our debt covenants related to borrowing

Under the senior secured revolving credit facility (as defined in note

6 – Corporate Borrowings and Finance Lease Liabilities in Notes

Condensed Consolidated Financial Statements under Item 1 of Part I), Fund

operating, and meeting obligations, including cash outflows for deferred rent

Current and planned capital expenditures for the next twelve months.

In order to achieve net positive operating cash flow and long-term

Profitability, operating income will need to increase significantly

Current levels are in line with pre-COVID-19 operating income.us

?The expected number of films believed to be available for theatrical release and

The expected broad appeal of many of these titles will support increased

Operating income and attendance.However, there are still significant

Risks that could negatively impact operating income and attendance,

Including changing the studio’s release schedule and direct streaming or

Other changing studio practices.if we can’t achieve

Significant increases in attendance and operating income, we may

Need to acquire additional liquidity.If this additional liquidity does not

obtained or insufficiently, we may seek in court or out of court

to restructure our debts and in future liquidation

or bankruptcy proceeding, holders of our common stock, AMC preferred stock

Units and other securities may suffer total losses

invest;

? The impact of COVID-19 on exhibition industry operations; this

distributors’ practices; and consumers’ changing movie-going behavior;

?Greater use of alternative film delivery methods, including premium video

solicitation or other forms of entertainment;

?Near-term risk to North American and international box office

   will not recover sufficiently,


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  resulting in higher cash burn and the need to seek additional financing;

risks and uncertainties relating to our material liabilities, including our

?Borrowing and our ability to meet financial maintenance and other needs

contract;

Narrowing Exclusive Theatrical Release Window or Film Release

? The theater screening and live broadcast platform on the same day,

Fewer films are showing in theaters;

The seasonality of our revenue and working capital, which depends on

?When the distributor releases the film, such releases are

Seasonal, resulting in higher attendance and earnings typically at

summer and holidays;

?The geographic areas in which we operate are highly competitive

exhibitors or from other forms of entertainment;

Certain covenants in the agreements governing our debts may restrict our

?able to take advantage of certain business opportunities and limit or

Limit our ability to pay dividends, prepay debt, and refinance debt

and do so on favorable terms;

?Risks related to impairment losses, including goodwill and

other intangible property, and theater and other closing costs;

Risks associated with film production and performance, including labor

?Shutdowns affecting theatrical film production and supply

content;

General and international economics, politics, regulation, society and finance

Market conditions, including potential recession, inflation,

?Financial stability of the banking sector, and other possible risks

negatively impact disposable income and our operating income, and

attendance;

? Our lack of control over film distributors;

?Limitations in the availability of funds or poor financial outcomes may

prevent us from deploying strategic initiatives;

Issue of preferred stock, including Series A convertible notes

? Participating Preferred Shares (represented by AMC Preferred Share Units),

could reduce the voting rights of common stockholders and adversely affect

   the market value of our Common Stock and AMC Preferred Equity Units;

?Limitations on the authorized number of common shares prevent us from

Raising additional capital through the issuance of common stock;

?Our ability to realize expected synergies, benefits and performance

strategic initiatives;

? our ability to refinance our debt on terms favorable to us or not at all;

Our ability to optimize theater lines through new construction,

?Retrofit our existing theaters and strategically close them

Potential delays and unexpected costs for underperforming theaters;

? failure, unavailability or security breach of our information systems;

Our ability to use the interest expense deduction each year will be limited

?Section 163(j) of the Internal Revenue Code, as amended by tax cuts and

Employment Act 2017;

?Our ability to recognize interest deduction carryforward, net operating loss

Carryforward and other tax attributes to reduce our future tax liability;

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?Our ability to recognize certain international deferred tax assets

Valuation allowances are not currently recorded;

?The impact of canceling the calculation of US dollar LIBOR interest rate on us

Contracts indexed to USD LIBOR;

? Scrutiny of acquisition opportunities by antitrust agencies;

?Risks associated with incurring legal liability, including associated costs

Ongoing securities class actions;

Current and future performance and reliance of our capabilities on key personnel

?Attract and retain senior management and other key personnel, including in

links to any future acquisitions;

Increased costs for compliance or failure to comply

?Government regulations, including the General Data Protection Regulation

(“GDPR”) and all other current and pending privacy and data regulations

Jurisdictions in which we do business.

? Supply chain disruptions could negatively affect our results of operations;

?Availability and/or cost of energy, especially in Europe;

Dilution from recent and potential future sales of our common stock

and AMC preferred stock, including the proposed impact

? Series A Convertible Participating Preferred Stock (i.e.

represented by AMC preferred stock) to common stock, which may be unfavorable

Affect the market price of common stock and AMC preferred stock units;

The market price and volume of our common stock has been

?volatility is likely to continue, and this volatility also applies to our asset managers

Purchasers of preferred stock and our securities may incur

huge loss;

Future issuance of bonds with priority over our common stock and asset managers

?Preferred stock for distribution or liquidation, which can

Adversely affect the market price of our common stock and AMC preferred stock

unit;

?Our Ability to Implement Bylaw Amendments Deserving Shareholders

   Litigation (as defined herein);


   the potential for political, social, or economic unrest, terrorism,

hostilities, cyberattacks or war, including conflict between Russia and

? Ukraine Then Sweden and Finland (We operate in approximately

100 theaters) have signed or completed accession agreements.Their

Accession could cause each country’s relationship with China to deteriorate

Russia;

Potential regional and regional impact of financial and economic sanctions

?Global economic or widespread health emergencies such as COVID-19 or other

Epidemics or epidemics that cause people to avoid our theaters or other public places

Places where large crowds gather;

Anti-takeover protections in our amended and restated certificates

?Incorporation and our Articles of Amendment and Reaffirmation may prevent or prevent

Acquire our company, even if the acquisition is beneficial to us

shareholders; and

?Other risks are mentioned from time to time in the document SEC.

This list of factors that could affect future performance and the accuracy of forward-looking statements is indicative only and not exhaustive. In addition, new risks and uncertainties may emerge from time to time.Accordingly, all

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Forward-looking statements should be evaluated with an understanding of their inherent uncertainties, and we therefore caution against reliance 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"
of this Form 10-Q, Item 1. "Business" in our Annual Report on Form 10-K for the
year ended December 31, 2022, 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.

overview

AMC is the world's largest theatrical exhibition company and an industry leader
in innovation and operational excellence. We operate theatres in 11 countries,
including the U.S. and Europe.

Our theatrical exhibition revenues are generated primarily from box office
admissions and theatre food and beverage sales. Our remaining revenues are
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, 2023, we owned, operated or had interests in 920 theatres and
10,264 screens.

Box Office Admissions and Film Content

Box office admissions are our largest source of revenue. We predominantly
license theatrical 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 based on a share of
admissions revenues and are accrued based on estimates of the final settlement
pursuant to our film licenses. These licenses typically state that rental fees
are based on the box office performance of each film, though in certain
circumstances and less frequently, our rental fees are based on a mutually
agreed settlement rate that is fixed. In some European territories, film rental
fees are established on a weekly basis and some licenses use a per capita
agreement instead of a revenue share, paying a flat amount per ticket.

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.

movie screen

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:

                                                   U.S. Markets             

international market

                                      Number of Screens    Number of Screens  Number of Screens    Number of Screens
                                            As of                As of              As of                As of
Format                                 March 31, 2023       March 31, 2022     March 31, 2023       March 31, 2022
IMAX®                                               186                  185                 32                   37
Dolby CinemaTM                                      158                  154                  7                    8
Other Premium Large Format ("PLF")                   57                   56                 74                   77
Dine-In theatres                                    667                  729                 13                   13
Premium seating                                   3,518                3,395                536                  579


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Seating Concepts and Amenities

                                          U.S. Markets         

International market synthesis

                                       Three Months Ended       Three Months Ended       Three Months Ended
                                            March 31,                March 31,                March 31,
                                        2023         2022       2023           2022       2023         2022
Recliner screens operated                 3,518       3,395         536            579      4,054       3,974
Recliner theatres operated                  364         351          83             90        447         441
Dine-In screens operated                    667         729          13             13        680         742
Dine-In theatres operated                    48          51           3              3         51          54

Number of theatres offering alcohol         358         350         236    

241 594 591

Loyalty Programs and Other Marketing

As of March 31, 2023, we had more than 28,800,000 member households enrolled in
AMC Stubs® A-List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs,
combined. During the three months ended March 31, 2023 our AMC Stubs® members
represented approximately 43.9% of AMC U.S. markets attendance.

We currently have approximately 15,000,000 members in various international loyalty programmes.

See "Item 1. Business" in our 2022 Annual Report on Form 10-K for additional
discussion and information of our screens, seating concepts, amenities, loyalty
programs and other marketing initiatives.

share holder

As of March 31, 2023, approximately 7.9 million shares of our Class A common
stock and approximately 124.7 million shares of our AMC Preferred Equity Units
were directly registered with our transfer agent by 16,779 and 14,852
shareholders, respectively.

critical accounting estimates

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 2022 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.

major event

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.

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, which became a related party on February 7,
2023:

                                       Aggregate Principal     Reacquisition        Gain on        Accrued Interest
(In millions)                              Repurchased             Cost          Extinguishment          Paid
Related party transactions:
Second Lien Notes due 2026             $               41.9    $         24.4    $          25.3    $            0.7
5.875% Senior Subordinated Notes
due 2026                                                4.1               1.7                2.3                 0.1
Total related party transactions                       46.0              26.1               27.6                 0.8
Non-related party transactions:
Second Lien Notes due 2026                             57.5              30.4               37.5                 1.1
Total non-related party
transactions                                           57.5              30.4               37.5                 1.1
Total debt repurchases                 $              103.5    $         56.5    $          65.1    $            1.9


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Additional Share Issuances Antara. On December 22, 2022, we entered into a
forward purchase agreement (the "Forward Purchase Agreement") with Antara
pursuant to which we agreed to (i) sell to Antara 106,595,106 AMC Preferred
Equity Units for an aggregate purchase price of $75.1 million and (ii)
simultaneously purchase from Antara $100.0 million aggregate principal amount of
the Company's 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for
91,026,191 AMC Preferred Equity Units. On February 7, 2023, the Company issued
197,621,297 AMC Preferred Equity Units to Antara in exchange for $75.1 million
in cash and $100.0 million aggregate principal amount of the Company's 10%/12%
Cash/PIK Toggle Second Lien Notes due 2026. The Company recorded $193.7 million
to stockholders' deficit as a result of the transaction. We paid $1.4 million of
accrued interest in cash upon exchange of the notes.

Equity Distribution Agreement. During the three months ended March 31, 2023, we
raised gross proceeds of approximately $80.3 million and paid fees to the 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 49.3 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. See Note 13-Subsequent Events in the Notes to the
Condensed Consolidated Financial Statements under Part I, Item 1, for
information about additional AMC Preferred Equity Unit issuances.

Special Awards. On February 23, 2023, AMC's Board of Directors approved special
awards in lieu of vesting of the 2022 PSU awards. The special awards were
accounted for as a modification to the 2022 PSU awards which lowered the
Adjusted EBITDA and free cash flow performance targets such that 200% vesting
was achieved for both tranches. This modification resulted in the immediate
additional vesting of 2,389,589 Common Stock 2022 PSUs and 2,389,589 AMC
Preferred Equity Unit 2022 PSUs. This was treated as a Type 3 modification
(improbable-to-probable) which requires 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 $6.23 and $2.22,
respectively. During the three months ended March 31, 2023, we recognized $20.2
million of additional stock compensation expense.

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Operating Results

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

                                               Three Months Ended
(In millions)                          March 31, 2023      March 31, 2022     % Change
Revenues
Admissions                            $          534.1    $          443.8         20.3 %
Food and beverage                                328.7               252.5         30.2 %
Other theatre                                     91.6                89.4          2.5 %
Total revenues                                   954.4               785.7         21.5 %
Operating Costs and Expenses
Film exhibition costs                            246.2               189.8         29.7 %
Food and beverage costs                           61.4                42.6         44.1 %
Operating expense, excluding
depreciation and amortization
below                                            383.2               344.8         11.1 %
Rent                                             205.7               223.2        (7.8) %
General and administrative:
Merger, acquisition and other
costs                                              0.2                 0.4       (50.0) %
Other, excluding depreciation and
amortization below                                72.3                53.1         36.2 %
Depreciation and amortization                     93.6                98.7        (5.2) %
Operating costs and expenses                   1,062.6               952.6 

       11.5 %
Operating loss                                 (108.2)             (166.9)       (35.2) %
Other expense:
Other expense                                     39.2               136.3       (71.2) %
Interest expense:
Corporate borrowings                              90.7                82.0         10.6 %
Finance lease obligations                          0.9                 1.2       (25.0) %
Non-cash NCM exhibitor service
agreement                                          9.5                 9.2          3.3 %
Equity in (earnings) loss of
non-consolidated entities                        (1.4)                 5.1            * %
Investment income                               (13.5)              (63.4)       (78.7) %
Total other expense, net                         125.4               170.4       (26.4) %
Net loss before income taxes                   (233.6)             (337.3)       (30.7) %
Income tax provision                               1.9                 0.1            * %
Net loss                              $        (235.5)    $        (337.4)       (30.2) %


*   Percentage change in excess of 100%

                                          Three Months Ended
                                         March 31,   March 31,
Operating Data:                            2023        2022
Screen additions                                 -           7
Screen acquisitions                              2          30
Screen dispositions                            208         118
Construction openings (closures), net          (4)          12
Average screens (1)                          9,998      10,099
Number of screens operated                  10,264      10,493
Number of theatres operated                    920         938
Screens per theatre                           11.2        11.2
Attendance (in thousands) (1)               47,621      39,075


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


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