MERGER (Tables)

6 Months Ended

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