6. Acquisitions and Dispositions

Acquisition of Rave Theatres

On May 29, 2013, the Company acquired 32 theatres with 483 screens from Rave Real Property Holdco, LLC and certain of its subsidiaries, Rave Cinemas, LLC and RC Processing, LLC (collectively “Rave”) in an asset purchase for approximately $236,875 in cash plus the assumption of certain liabilities (the “Rave Acquisition”). The acquisition resulted in an expansion of the Company’s domestic theatre base into one new state and seven new markets. The transaction was subject to antitrust approval by the Department of Justice or Federal Trade Commission. The Department of Justice required the Company to agree to divest of three of the newly-acquired theatres, which is expected to occur during the third quarter of 2013 (see Note 21). The Company incurred approximately $500 in transaction costs, which are reflected in general and administrative expenses on the condensed consolidated statements of income for the three and six months ended June 30, 2013.

The transaction was accounted for by applying the acquisition method. The following table represents the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:


Theatre properties and equipment	$	102,977
Tradename		25,000
Favorable leases		17,587
Goodwill		186,418
Unfavorable leases		(30,718	)
Deferred revenue		(6,634	)
Capital lease liabilities		(61,651	)
Other assets, net of other liabilities		3,896

Total	$	236,875

The amounts listed above are preliminary and will be updated by the Company upon completion of the valuation analyses necessary to properly allocate the purchase price. The weighted average amortization period for the intangible assets acquired is approximately 14 years. The goodwill is fully deductible for tax purposes.

The following unaudited pro forma information summarizes our results of operations as if the Rave Acquisition had occurred as of January 1, 2012:


	Three Months Ended				Six Months Ended
	June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Total revenues	$	710,828	$	767,348	$	1,347,482	$	1,367,959
Earnings before income taxes	$	90,349	$	35,403	$	168,044	$	82,816

The Company acquired two additional theatres with 30 screens during April 2013 in two separate transactions for an aggregate purchase price of approximately $22,372 in cash plus the assumption of certain liabilities. The transactions were accounted for by applying the acquisition method. The following table represents the aggregate fair values of identifiable assets acquired and the liabilities assumed as of the acquisition date:


Theatre properties and equipment	$	17,524
Goodwill		17,409
Capital lease liability		(12,173	)
Deferred revenue		(388	)

Total	$	22,372

Disposition of Mexico Subsidiaries

During February 2013, the Company entered into a stock purchase agreement with Grupo Cinemex, S.A. De C.V. pursuant to which the Company will sell its Mexican subsidiaries, which consist of 31 theatres and 290 screens. The sales price, which will be paid in Mexican pesos and is subject to certain closing date adjustments, will be approximately $125,500, based on the exchange rate at June 30, 2013. The transaction, which is being reviewed by the Mexican Federal Competition Commission, is expected to close during the second half of 2013.