|
THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
|
Dec. 31, 2013
|
| THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES |
|
| Schedule of Consolidated Statements of Operations and Comprehensive Loss |
|
|
|
|
|
|
(In thousands) |
|
(Unaudited)
39 Weeks Ended
December 29, 2011 |
|
|
|
(Predecessor)
|
|
|
Revenues |
|
|
|
|
|
Admissions |
|
$ |
1,295,469 |
|
|
Food and beverage |
|
|
518,081 |
|
|
Other theatre |
|
|
71,984 |
|
|
|
|
|
| |
|
|
|
|
|
Total revenues |
|
|
1,885,534 |
|
|
|
|
|
| |
|
|
|
|
|
Operating costs and expenses |
|
|
|
|
|
Film exhibition costs |
|
|
694,863 |
|
|
Food and beverage costs |
|
|
70,961 |
|
|
Operating expense |
|
|
525,431 |
|
|
Rent |
|
|
334,607 |
|
|
General and administrative: |
|
|
|
|
|
Merger, acquisition and transaction costs |
|
|
1,179 |
|
|
Management fee |
|
|
3,750 |
|
|
Other |
|
|
36,065 |
|
|
Depreciation and amortization |
|
|
155,970 |
|
|
|
|
|
| |
|
|
|
|
|
Operating costs and expenses |
|
|
1,822,826 |
|
|
|
|
|
| |
|
|
|
|
|
Operating income |
|
|
62,708 |
|
|
Other expense (income) |
|
|
|
|
|
Other expense |
|
|
377 |
|
|
Interest expense: |
|
|
|
|
|
Corporate borrowings |
|
|
120,265 |
|
|
Capital and financing lease obligations |
|
|
4,480 |
|
|
Equity in earnings of non-consolidated entities |
|
|
(1,864 |
) |
|
Investment expense |
|
|
17,666 |
|
|
|
|
|
| |
|
|
|
|
|
Total other expense |
|
|
140,924 |
|
|
|
|
|
| |
|
|
|
|
|
Loss from continuing operations before income taxes |
|
|
(78,216 |
) |
|
Income tax provision |
|
|
1,510 |
|
|
|
|
|
| |
|
|
|
|
|
Loss from continuing operations |
|
|
(79,726 |
) |
|
Loss from discontinued operations, net of income taxes |
|
|
(2,989 |
) |
|
|
|
|
| |
|
|
|
|
|
Net loss |
|
$ |
(82,715 |
) |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Consolidated Statement of Comprehensive Loss |
|
|
|
|
|
Net loss |
|
$ |
(82,715 |
) |
|
Foreign currency translation adjustment, net of tax |
|
|
4,837 |
|
|
Pension and other benefit adjustments: |
|
|
|
|
|
Amortization of net loss included in net periodic benefit costs, net of tax |
|
|
4 |
|
|
Amortization or prior service credit included in net periodic benefit costs, net of tax |
|
|
(668 |
) |
|
Unrealized loss on marketable securities: |
|
|
|
|
|
Unrealized holding loss arising during the period, net of tax |
|
|
(23,791 |
) |
|
Less: reclassification adjustment for loss included in investment expense, net of tax |
|
|
17,724 |
|
|
|
|
|
| |
|
|
|
|
|
Other comprehensive loss |
|
|
(1,894 |
) |
|
|
|
|
| |
|
|
|
|
|
Total comprehensive loss |
|
$ |
(84,609 |
) |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Schedule of Consolidated Statement of Cash Flows |
|
|
|
|
|
|
Consolidated Statement of Cash Flows
(In thousands) |
|
(Unaudited)
39 Weeks Ended
December 29, 2011 |
|
|
|
(Predecessor)
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
|
$ |
(82,715 |
) |
|
Adjustment to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
|
156,914 |
|
|
Impairment of RealD Inc. investment |
|
|
17,751 |
|
|
Theatre and other closure expense |
|
|
5,687 |
|
|
Loss on dispositions |
|
|
1,444 |
|
|
Stock-based compensation |
|
|
1,471 |
|
|
Equity in earnings from non-consolidated entities, net of distributions |
|
|
18,731 |
|
|
Change in assets and liabilities |
|
|
|
|
|
Receivables |
|
|
(46,862 |
) |
|
Other assets |
|
|
(1,958 |
) |
|
Accounts payable |
|
|
38,266 |
|
|
Accrued expenses and other liabilities |
|
|
36,078 |
|
|
Other, net |
|
|
(7,550 |
) |
|
|
|
|
| |
|
|
|
|
|
Net cash provided by operating activities |
|
|
137,257 |
|
|
|
|
|
| |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Capital expenditures |
|
|
(85,083 |
) |
|
Investments in non-consolidated entities, net |
|
|
(23,835 |
) |
|
Other, net |
|
|
944 |
|
|
|
|
|
| |
|
|
|
|
|
Net cash used in investing activities |
|
|
(107,974 |
) |
|
|
|
|
| |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Principal payments under Term Loan |
|
|
(3,250 |
) |
|
Principal payments under capital and financing lease obligations |
|
|
(2,645 |
) |
|
Deferred financing costs |
|
|
(667 |
) |
|
Change in construction payables |
|
|
(1,298 |
) |
|
Dividends paid to Holdings |
|
|
(109,581 |
) |
|
|
|
|
| |
|
|
|
|
|
Net cash used in financing activities |
|
|
(117,441 |
) |
|
Effect of exchange rate changes on cash and equivalents |
|
|
520 |
|
|
|
|
|
| |
|
|
|
|
|
Net increase in cash and equivalents |
|
|
(87,638 |
) |
|
Cash and equivalents at beginning of period |
|
|
301,158 |
|
|
|
|
|
| |
|
|
|
|
|
Cash and equivalents at end of period |
|
$ |
213,520 |
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
Interest |
|
$ |
138,849 |
|
|
Income taxes, net |
|
|
802 |
|
|
| Schedule of impairment losses in the Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
12 Months
Ended
December 31,
2013 |
|
From Inception
August 31,
2012 Through
December 31,
2012 |
|
|
|
March 30,
2012 through
August 30,
2012 |
|
52 Weeks
Ended
March 29,
2012 |
|
|
|
(Successor)
|
|
(Successor)
|
|
|
|
(Predecessor)
|
|
(Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of long-lived assets |
|
$ |
— |
|
$ |
— |
|
|
|
$ |
— |
|
$ |
285 |
|
|
Equity in (earnings) losses of non-consolidated entities |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
2,742 |
|
|
Investment expense (income) |
|
|
1,370 |
|
|
— |
|
|
|
|
— |
|
|
17,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairment losses |
|
$ |
1,370 |
|
$ |
— |
|
|
|
$ |
— |
|
$ |
20,778 |
|
|
|
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|
| Schedule of components of other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
12 Months
Ended
December 31,
2013 |
|
From Inception
August 31,
2012 Through
December 31,
2012 |
|
|
|
March 30,
2012 through
August 30,
2012 |
|
52 Weeks
Ended
March 29,
2012 |
|
|
|
(Successor)
|
|
(Successor)
|
|
|
|
(Predecessor)
|
|
(Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on redemption and modification of Senior Secured Credit Facility |
|
$ |
(130 |
) |
$ |
— |
|
|
|
$ |
— |
|
$ |
383 |
|
|
Loss on redemption of 8% Senior Subordinated Notes due 2014 |
|
|
— |
|
|
— |
|
|
|
|
1,297 |
|
|
640 |
|
|
Business interruption insurance recoveries |
|
|
(1,285 |
) |
|
— |
|
|
|
|
(337 |
) |
|
(12 |
) |
|
Other expense (income) |
|
|
— |
|
|
49 |
|
|
|
|
— |
|
|
391 |
|
|
|
|
|
|
|
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|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
|
$ |
(1,415 |
) |
$ |
49 |
|
|
|
$ |
960 |
|
$ |
1,402 |
|
|
|
|
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| |
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