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INVESTMENTS
3 Months Ended
Jun. 30, 2011
INVESTMENTS  
INVESTMENTS

NOTE 5—INVESTMENTS

        Investments in non-consolidated affiliates and certain other investments accounted for following the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control. Investments in non-consolidated affiliates as of June 30, 2011, include a 15.63% interest in National CineMedia, LLC ("NCM"), a 50% interest in two U.S. theatres and one IMAX screen, a 26.22% equity interest in Movietickets.com ("MTC"), a 50% interest in Midland Empire Partners, LLC ("MEP"), a 29% interest in Digital Cinema Implementation Partners, LLC ("DCIP"), and a 50% interest in Open Road Films, LLC ("ORF"). Indebtedness held by equity method investees is non-recourse to the Company.

        Condensed financial information of our non-consolidated equity method investments is shown below. Amounts are presented under U.S. GAAP for the periods of ownership by the Company.

        Operating Results(1):

 
  Thirteen Weeks Ended June 30, 2011  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 113,963   $ 29,150   $   $ 4,572   $ 147,685  

Operating costs and expenses

    76,401     33,842     2,264     4,824     117,331  
                       

Net earnings (loss)

  $ 37,562   $ (4,692 ) $ (2,264 ) $ (252 ) $ 30,354  
                       

The Company's recorded equity in earnings (loss)

  $ 3,239   $ (1,498 ) $ (1,132 ) $ (113 ) $ 496  

 

 
  Thirteen Weeks Ended July 1, 2010  
(In thousands)
  NCM   DCIP   ORF   Other   Total  

Revenues

  $ 98,998   $ 5,286   $   $ 10,688   $ 114,972  

Operating costs and expenses

    71,452     23,440         10,455     105,347  
                       

Net earnings (loss)

  $ 27,546   $ (18,154 ) $   $ 233   $ 9,625  
                       

The Company's recorded equity in earnings (loss)

  $ 3,458   $ (5,169 ) $   $ (55 ) $ (1,766 )

(1)
The difference between the Company's recorded investment for one U.S. theatre where it has a 50% interest, and its proportional ownership share resulting from the acquisition of the asset in a business combination where the investment was initially recorded at fair value, is amortized to equity in earnings or losses over the estimated useful life of approximately 20 years for the underlying building.

        The Company recorded equity in earnings from NCM of $3,239,000 and $3,458,000 during the thirteen weeks ended June 30, 2011 and July 1, 2010, respectively. As of June 30, 2011, the Company owns 17,323,782 units, or a 15.63% interest, in NCM. As a founding member, the Company has the ability to exercise significant influence over the governance of NCM, and, accordingly accounts for its investment following the equity method. The estimated fair market value of the units in NCM was approximately $292,945,000, based on the price per share of NCM, Inc. on June 30, 2011 of $16.91 per share.

        As of June 30, 2011 and March 31, 2011, the Company has recorded $2,352,000 and $1,708,000 respectively, of amounts due from NCM related to on-screen advertising revenue and theatre rent. As of June 30, 2011 and March 31, 2011, the Company had recorded $2,614,000 and $1,355,000 respectively, of amounts due to NCM related to the Exhibitor Services Agreement. The Company recorded revenues for advertising from NCM of $6,220,000 and $5,419,000 during the thirteen weeks ended June 30, 2011 and July 1, 2010, respectively. The Company recorded NCM advertising expenses related to beverage advertising of $3,630,000 and $3,264,000 during the thirteen weeks ended June 30, 2011 and July 1, 2010, respectively.

        As of June 30, 2011 and March 31, 2011, the Company has recorded $4,117,000 and $3,376,000 respectively, of amounts due from DCIP related to equipment purchases made on behalf of DCIP for the installation of digital projection systems. The Company pays equipment rent monthly, in advance, to DCIP and has recorded prepaid rent of $313,000 and $275,000 as of June 30, 2011 and March 31, 2011, respectively. The Company records the equipment rental expense on a straight-line basis, including scheduled escalations of rent to commence after six and one-half years from the inception of the agreement. The difference between the cash rent and straight-line rent is recorded to deferred rent, a long-term liability account. As of June 30, 2011 and March 31, 2011, the Company has recorded $2,190,000 and $1,471,000 of deferred rent liability, respectively. The Company recorded digital equipment rental expense of $1,525,000 and $360,000 during the thirteen weeks ended June 30, 2011 and July 1, 2010, respectively.

        The Company recorded the following changes in the carrying amount of its investment in NCM and equity in (earnings) losses of NCM during the thirteen weeks ended June 30, 2011:

(In thousands)
  Investment
in NCM(1)
  Deferred
Revenue(2)
  Cash
Received
(Paid)
  Equity in
(Earnings)
Losses
  Advertising
(Revenue)
 

Beginning balance March 31, 2011

  $ 74,551   $ (333,792 ) $   $   $  

Receipt of excess cash distributions

    (447 )       1,755     (1,308 )    

Receipt under Tax Receivable Agreement

    (35 )       494     (459 )    

Amortization of deferred revenue

        1,258             (1,258 )

Equity in earnings(3)

    1,472             (1,472 )    
                       

Ending balance June 30, 2011

  $ 75,541   $ (332,534 ) $ 2,249   $ (3,239 ) $ (1,258 )
                       

(1)
Represents AMC's investment in 519,979 common membership units originally valued at March 27, 2008 and 224,828 common membership units originally valued at March 17, 2009, 70,424 common membership units originally valued at March 17, 2010, and 3,601,811 common membership units originally valued at June 14, 2010 received under the Common Unit Adjustment Agreement dated as of February 13, 2007 (Tranche 2 Investments). AMC's investment in 12,906,740 common membership units (Tranche 1 Investment) is carried at zero cost.

(2)
Represents the unamortized portion of the Exhibitor Services Agreement (ESA) modifications payment received from NCM. Such amounts are being amortized to revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues).

(3)
Represents equity in earnings on the Tranche 2 Investments only.

Equity Method Accounting for Tranche 1 and Tranche 2 Investments in NCM

        On February 13, 2007, NCM, Inc., the sole manager of NCM, completed its Initial Public Offering ("IPO") and used the net proceeds from the IPO to purchase a 44.8% interest in NCM, paying NCM $746,100,000 and paying the Founding Members $78,500,000 for a portion of the NCM units owned by them. NCM then paid $686,300,000 of the funds received from NCM, Inc. to the Founding Members as consideration for their agreement to modify the then-existing ESA. Also in connection with the IPO, NCM used $59,800,000 of the proceeds it received from NCM, Inc. and $709,700,000 of net proceeds from its new senior secured credit facility entered into concurrently with the completion of the IPO to redeem $769,500,000 in NCM preferred units held by the Founding Members. The redemption distribution to the Founding Members described above related to the IPO resulted in large Members' Deficit amounts for the Founding Members.

        The Company received approximately $259,300,000 for the redemption of all of its preferred units in NCM and approximately $26,500,000 from selling common units in NCM to NCM, Inc. In addition, the Company received $231,300,000 as consideration for modifying the ESA.

        Following the NCM IPO, the Company will not recognize undistributed equity in the earnings on the original NCM membership units (Tranche 1 Investment) until NCM's future net earnings, less distributions received, surpass the amount of the excess distribution. The Company will recognize equity in earnings only to the extent it receives cash distributions from NCM. The Company considers the excess distribution described above as an advance on NCM's future earnings and, accordingly, future earnings of NCM should not be recognized through the application of equity method accounting until such time as the Company's share of NCM's future earnings, net of distributions received, exceeds the excess distribution. The Company believes that the accounting model provided by ASC 323-10-35-22 for recognition of equity investee losses in excess of an investor's basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution.

        The Company has received 7,983,723 additional units in NCM subsequent to the IPO as a result of Common Unit Adjustments received from March 27, 2008 through June 14, 2010 (Tranche 2 Investments). The Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18, Accounting for Subsequent Investments in an Investee after Suspension of Equity Loss Recognition) by analogy, which also refers to AICPA Technical Practice Aid 2220.14. Both sets of literature indicate that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the Common Unit adjustments included in its Tranche 2 Investments equates to making additional investments in NCM. The Company has evaluated the receipt of the additional common units in NCM and the assets exchanged for these additional units and has determined that the right to use its incremental new screens would not be considered funding of prior losses. This determination was formed by considering that (i) NCM does not receive any additional funds from the Tranche 2 Investments, (ii) both NCM and AMC record their respective increases to Members' Equity and Investment at the same amount (fair value of the units issued), (iii) the additional investments result in additional ownership in NCM and (iv) the investments in additional common units are not subordinate to the other equity of NCM. As such, the additional common units received would be accounted for as a Tranche 2 Investment separate from the Company's initial investment following the equity method. The Company's Tranche 2 Investments correspond with the NCM Members' equity amounts in its capital account.