1303276--6/18/2008--Marquee_Holdings

related topics

{competitive, industry, competition}

{debt, indebtedness, cash}

{capital, credit, financial}

{cost, regulation, environmental}

{control, financial, internal}

{acquisition, growth, future}

{operation, international, foreign}

{gas, price, oil}

{customer, product, revenue}

{personnel, key, retain}

{investment, property, distribution}

{tax, income, asset}

{property, intellectual, protect}

Risks Related to Our Business Our substantial debt could adversely affect our operations and prevent us from satisfying our debt obligations. We have had significant financial losses in recent years. We face significant competition for new theatre sites, and we may not be able to build or acquire theatres on terms favorable to us. Acquiring or expanding existing circuits and theatres may require additional financing, and we cannot be certain that we will be able to obtain new financing on favorable terms, or at all. We may be reviewed by antitrust authorities in connection with acquisition opportunities that would increase our number of theatres in markets where we have a leading market share and in connection with DCIP. The agreements governing our indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us. We may not generate sufficient cash flow from our theatre acquisitions to service our indebtedness. If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us. Optimizing our theatre circuit through new construction is subject to delay and unanticipated costs. Our investment in and revenues from NCM may be negatively impacted by the competitive environment in which NCM operates. We may suffer future impairment losses and lease termination charges. Our international and Canadian operations are subject to fluctuating currency values. Attendance levels at our international theatres depend on the market for local language films, and we sometimes have been unable to obtain the films we want for our theatres in certain foreign markets. Our international theatres are subject to local industry structure and regulatory and trade practices, which may adversely affect our ability to operate at a profit. We must comply with the ADA, which could entail significant cost. We will not be fully subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until the end of our fiscal year 2009. We are party to significant litigation. We may be subject to liability under environmental laws and regulations. Our loss of key management personnel or our inability to hire and retain skilled employees at our theatres could adversely affect our business. We may suffer material losses or damages, or be required to make material payments on existing lease and other guaranty obligations, concerning entities, businesses and assets we no longer own as a result of the disposition by Loews of its Canadian and German film exhibition operations prior to the Loews Acquisition, and we may not be able to collect on indemnities from the purchaser of our Canadian and German film exhibition operations in order to satisfy these losses, damages or payments. We may not be able to generate additional ancillary revenues. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. Risks Related to Our Industry We depend on motion picture production and performance. We have no control over distributors of the films and our business may be adversely affected if our access to motion pictures is limited or delayed. We are subject, at times, to intense competition. Industry-wide screen growth has affected and may continue to affect the performance of some of our theatres. An increase in the use of alternative film delivery methods or other forms of entertainment may drive down our attendance and limit our ticket prices. General political, social and economic conditions can reduce our attendance. Industry-wide conversion to digital-based media may increase our costs.

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1303276--6/18/2008--Marquee_Holdings_Inc.