v2.4.0.6

MERGER (Tables) | 6 Months Ended
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Sep. 27, 2012
MERGER |
Summary of the preliminary allocation of the Merger consideration |
(In thousands) |  | Total |
--- | --- | --- | ---
Cash |  | $ | 101,641 |
Receivables, net |  |  | 28,278 |
Other current assets |  |  | 51,090 |
Property, net(1) |  |  | 1,062,115 |
Intangible assets, net(2) |  |  | 240,200 |
Goodwill(3) |  |  | 2,160,678 |
Other long-term assets(4) |  |  | 448,785 |
Accounts payable |  |  | (134,186 | )
Accrued expenses and other liabilities |  |  | (138,606 | )
Deferred revenues and income(5) |  |  | (117,841 | )
Corporate borrowings(6) |  |  | (2,086,926 | )
Capital and financing lease obligations |  |  | (60,922 | )
Deferred revenues—for exhibitor services agreement(7) |  |  | (322,620 | )
Other long-term liabilities(8) |  |  | (529,875 | )
Total estimated Merger consideration |  | $ | 701,811 |
Corporate borrowings |  |  | 2,086,926 |
Capital and financing lease obligations |  |  | 60,922 |
Less: cash |  |  | (101,641 | )
Total estimated transaction value |  | $ | 2,748,018 |
(1) Property, net consists of real estate leasehold improvements and furniture, fixtures and equipment recorded at fair value. (2) Intangible assets consist of a trade name, a non-compete agreement, management contracts, National CineMedia, LLC ("NCM") tax receivable agreement, and favorable leases. See Note 4—Goodwill and Other Intangible Assets for further information. (3) Goodwill represents the excess of the Merger consideration over the net assets recognized and represents the future expected economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Amounts recorded for goodwill are not subject to amortization and will not be deductible for tax purposes. (4) Other long-term assets include equity method investments, real estate and marketable equity securities recorded at fair value. Other long-term assets include net deferred tax assets resulting from temporary differences that arose as a result of the preliminary allocation of the Merger consideration and valuation allowance established at the Merger date for those deferred tax assets that management believes are not "more likely than not" of being realized. In determining the valuation allowance, management evaluated the expected future reversal of deferred tax assets and liabilities, and available tax planning strategies that are prudent and feasible. (5) Deferred revenues and income include deferred revenues related to the sales of gift cards, packaged tickets and AMC Stubs memberships and rewards recorded at fair value. (6) Corporate borrowings include borrowings under the Senior Secured Credit Facility-Term Loan due 2016, the Senior Secured Credit Facility-Term Loan due 2018, the 8.75% Senior Fixed Rate Notes due 2019 and the 9.75% Senior Subordinated Notes due 2020 recorded at fair value. (7) Deferred revenues for Exhibitor Services Agreement reflect the Company's long-term advertising arrangement with NCM recorded at fair value. (8) Other long-term liabilities consist of certain theatre leases that have been identified as unfavorable, deferred rent related to post Merger escalations of minimum rentals, adjustments for pension and postretirement medical plan liabilities and deferred RealD Inc. lease incentive recorded at fair value. Other long-term liabilities include deferred tax liabilities resulting from indefinite temporary differences that arose primarily from the application of "push down" accounting.
Summary of unaudited pro forma financial information related to statements of operations |
|  | Thirteen Weeks Ended |  | Twenty-six Weeks Ended |
--- | --- | --- | --- | --- | ---
|  | Pro forma June 29, 2012 through September 27, 2012 |  | Pro forma July 01, 2011 through September 29, 2011 |  | Pro forma March 30, 2012 through September 27, 2012 |  | Pro forma March 29, 2011 through September 29, 2011 |
|  | (unaudited) |  | (unaudited) |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |
Admissions |  | $ | 440,805 |  | $ | 459,985 |  | $ | 892,387 |  | $ | 923,470 |
Concessions |  |  | 185,945 |  |  | 182,517 |  |  | 374,495 |  |  | 369,750 |
Other theatre |  |  | 24,158 |  |  | 20,661 |  |  | 47,691 |  |  | 38,237 |
Total revenues |  |  | 650,908 |  |  | 663,163 |  |  | 1,314,573 |  |  | 1,331,457 |
Operating Costs and Expenses |  |  |  |  |  |  |  |  |  |  |  |  |
Film exhibition costs |  |  | 228,471 |  |  | 248,188 |  |  | 471,198 |  |  | 499,693 |
Concession costs |  |  | 25,505 |  |  | 24,520 |  |  | 52,104 |  |  | 49,873 |
Operating expense |  |  | 175,134 |  |  | 183,972 |  |  | 348,029 |  |  | 359,144 |
Rent |  |  | 109,674 |  |  | 110,503 |  |  | 220,279 |  |  | 219,982 |
General and administrative: |  |  |  |  |  |  |  |  |  |  |  |  |
Merger, acquisition and transaction costs |  |  | 913 |  |  | 724 |  |  | 1,221 |  |  | 1,336 |
Management fee |  |  | — |  |  | — |  |  | — |  |  | — |
Other |  |  | 18,747 |  |  | 14,020 |  |  | 33,755 |  |  | 28,699 |
Depreciation and amortization |  |  | 51,050 |  |  | 52,291 |  |  | 101,162 |  |  | 105,170 |
Operating costs and expenses |  |  | 609,494 |  |  | 634,218 |  |  | 1,227,748 |  |  | 1,263,897 |
Operating income |  |  | 41,414 |  |  | 28,945 |  |  | 86,825 |  |  | 67,560 |
Other expense (income) |  |  |  |  |  |  |  |  |  |  |  |  |
Other expense |  |  | 888 |  |  | 24 |  |  | 1,009 |  |  | 364 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate borrowings |  |  | 34,184 |  |  | 35,484 |  |  | 69,097 |  |  | 70,735 |
Capital and financing lease obligations |  |  | 1,414 |  |  | 1,493 |  |  | 2,832 |  |  | 2,991 |
Equity in (earnings) losses of non-consolidated entities |  |  | 1,993 |  |  | 3,304 |  |  | (6,592 | ) |  | 236 |
Investment expense |  |  | 283 |  |  | 289 |  |  | 556 |  |  | 69 |
Total other expense |  |  | 38,762 |  |  | 40,594 |  |  | 66,902 |  |  | 74,395 |
Earnings (loss) from continuing operations before income taxes |  |  | 2,652 |  |  | (11,649 | ) |  | 19,923 |  |  | (6,835 | )
Income tax provision (benefit) |  |  | 4,100 |  |  | (255 | ) |  | 3,200 |  |  | 1,370 |
Earnings (loss) from continuing operations |  |  | (1,448 | ) |  | (11,394 | ) |  | 16,723 |  |  | (8,205 | )
Earnings (loss) from discontinued operations |  |  | 37,671 |  |  | (161 | ) |  | 35,722 |  |  | (1,258 | )
Net earnings (loss) |  | $ | 36,223 |  | $ | (11,555 | ) | $ | 52,445 |  | $ | (9,463 | )
Merger |
Schedule of statements of Stockholder's Equity |
|  | Common Stock |  |  |  | Accumulated Other Comprehensive Income (Loss) |  |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Total Stockholder's Equity |
(In thousands, except share and per share data) |  | Shares |  | Amount |
Balance, August 31, 2012 |  |  | 1 |  | $ | — |  | $ | — |  | $ | — |  | $ | — |  | $ | — |
Net loss |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (43,043 | ) |  | (43,043 | )
Comprehensive earnings |  |  | — |  |  | — |  |  | — |  |  | (1,627 | ) |  | — |  |  | (1,627 | )
Merger consideration |  |  | — |  |  | — |  |  | 701,811 |  |  | — |  |  | — |  |  | 701,811 |
Capital contributions from Wanda |  |  | — |  |  | — |  |  | 100,000 |  |  | — |  |  | — |  |  | 100,000 |
Balance September 27, 2012 |  |  | 1 |  | $ | — |  | $ | 801,811 |  | $ | (1,627 | ) | $ | (43,043 | ) | $ | 757,141 |
Predecessor |
Merger |
Schedule of statements of Stockholder's Equity |
|  | Common Stock |  |  |  | Accumulated Other Comprehensive Income (Loss) |  |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Total Stockholder's Equity |
(In thousands, except share and per share data) |  | Shares |  | Amount |
Balance, March 29, 2012 |  |  | 1 |  | $ | — |  | $ | 444,336 |  | $ | (20,203 | ) | $ | (269,793 | ) | $ | 154,340 |
Comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net earnings |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 94,400 |  |  | 94,400 |
Comprehensive earnings |  |  | — |  |  | — |  |  | — |  |  | 9,034 |  |  | — |  |  | 9,034 |
Stock-based compensation |  |  | — |  |  | — |  |  | 830 |  |  | — |  |  | — |  |  | 830 |
Balance August 30, 2012 |  |  | 1 |  | $ | — |  | $ | 445,166 |  | $ | (11,169 | ) | $ | (175,393 | ) | $ | 258,604 |

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