INVESTMENTS (Tables)

9 Months Ended

Dec. 31, 2012

INVESTMENTS

Condensed financial information of the reporting entity's non-consolidated equity method investments

        Financial Condition:

	December 31, 2012
(In thousands)	DCIP		ORF			NCM and Other			Total
Current assets	$	56,322	$	42,712		$	104,447		$	203,481
Noncurrent assets		1,153,610		7,352			351,058			1,512,020
Total assets		1,209,932		50,064			455,505			1,715,501
Current liabilities		54,211		67,402			84,576			206,189
Noncurrent liabilities		1,016,135		7,060			879,000			1,902,195
Total liabilities		1,070,346		74,462			963,576			2,108,384
Stockholders' equity (deficit)		139,586		(24,398	)		(508,071	)		(392,883	)
Liabilities and stockholders' equity (deficit)		1,209,932		50,064			455,505			1,715,501
The Company's recorded investment(1)	$	25,234	$	(6,781	)	$	248,969		$	267,422

	March 29, 2012
(In thousands)	DCIP		ORF		NCM and Other			Total
Current assets	$	43,273	$	37,486	$	105,098		$	185,857
Noncurrent assets		1,122,938		10,507		377,296			1,510,741
Total assets		1,166,211		47,993		482,394			1,696,598
Current liabilities		47,203		35,477		65,254			147,934
Noncurrent liabilities		1,016,216		2,700		873,731			1,892,647
Total liabilities		1,063,419		38,177		938,985			2,040,581
Stockholders' equity (deficit)		102,792		9,816		(456,591	)		(343,983	)
Liabilities and stockholders' equity (deficit)		1,166,211		47,993		482,394			1,696,598
The Company's recorded investment(1)	$	24,963	$	4,908	$	79,190		$	109,061

(1)

Certain differences in the Company's recorded investments, and its proportional ownership share resulting from the Merger where the investments were recorded at fair value, are amortized to equity in (earnings) or losses over the estimated useful lives the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually.

        Operating Results:

	From Inception August 31, 2012 through December 31, 2012
(In thousands)	DCIP		ORF			NCM and Other		Total
Revenues	$	56,851	$	99,701		$	187,228	$	343,780
Operating costs and expenses		43,052		121,083			155,088		319,223
Net earnings (loss)	$	13,799	$	(21,382	)	$	32,140	$	24,557

	March 30, 2012 through August 30, 2012
(In thousands)	DCIP		ORF			NCM and Other		Total
Revenues	$	71,560	$	42,563		$	246,280	$	360,403
Operating costs and expenses		55,378		55,395			182,720		293,493
Net earnings (loss)	$	16,182	$	(12,832	)	$	63,560	$	66,910

	52 Weeks Ended March 29, 2012
(In thousands)	DCIP		ORF			NCM and Other		Total
Revenues	$	134,640	$	44,842		$	479,458	$	658,940
Operating costs and expenses		129,690		74,294			347,937		551,921
Net earnings (loss)	$	4,950	$	(29,452	)	$	131,521	$	107,019

	52 Weeks Ended March 31, 2011
(In thousands)	DCIP			ORF			NCM and Other		Total
Revenues	$	52,140		$	—		$	447,038	$	499,178
Operating costs and expenses		70,803			732			317,524		389,059
Net earnings (loss)	$	(18,663	)	$	(732	)	$	129,514	$	110,119

Schedule of components of the Company's recorded equity in earnings (losses) of non-consolidated entities

(In thousands)	From Inception August 31, 2012 through December 31, 2012			March 30, 2012 through August 30, 2012			52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011
	(Successor)			(Predecessor)			(Predecessor)			(Predecessor)
National CineMedia, LLC	$	4,271		$	7,473		$	28,489		$	32,851
Digital Cinema Implementation Partners, LLC		4,436			4,941			1,726			(5,231	)
Open Road Releasing, LLC		(10,691	)		(6,416	)		(14,726	)		(366	)
Other		(496	)		1,547			(2,930	)		(10,076	)
The Company's recorded equity in earnings (losses)	$	(2,480	)	$	7,545		$	12,559		$	17,178

Schedule of changes in the carrying amount of the entity's investment in NCM and equity in earnings of NCM

(In thousands)	Investment in NCM(1)			Deferred Revenue(2)			Other Comprehensive (Income)			Cash Received (Paid)			Equity in (Earnings) Losses			Advertising (Revenue)			(Gain) on NCM Transactions
Ending balance April 1, 2010	$	28,826		$	(252,322	)	$	—		$	—		$	—		$	—		$	—
Receipt of Common Units(3)		111,520			(111,520	)		—			—			—			—			—
Exchange and sale of NCM stock(5)		(37,576	)		—			—			102,224			—			—			(64,648	)
Surrender of Common Units(6)		(25,568	)		25,361			—			—			—			—			207
Receipt of excess cash distributions		(8,592	)		—			—			28,843			(20,251	)		—			—
Receipt under Tax Receivable Agreement(7)		(1,815	)		—			—			6,637			(4,822	)		—			—
Receipt of tax credits		(7	)		—			—			22			(15	)		—			—
Amortization of deferred revenue		—			4,689			—			—			—			(4,689	)		—
Equity in earnings(4)		7,763			—			—			—			(7,763	)		—			—
Ending balance March 31, 2011	$	74,551		$	(333,792	)	$	—		$	137,726		$	(32,851	)	$	(4,689	)	$	(64,441	)
Receipt of excess cash distributions	$	(6,444	)	$	—		$	—		$	25,275		$	(18,831	)	$	—		$	—
Receipt under Tax Receivable Agreement(7)		(1,840	)		—			—			6,248			(4,408	)		—			—
Payment to retain Common Units(8)		—			214			—			(214	)		—			—			—
Amortization of deferred revenue		—			5,136			—			—			—			(5,136	)		—
Equity in earnings(4)		5,250			—			—			—			(5,250	)		—			—
Ending balance March 29, 2012	$	71,517		$	(328,442	)	$	—		$	31,309		$	(28,489	)	$	(5,136	)	$	—
Receipt of excess cash distributions	$	(1,701	)	$	—		$	—		$	6,667		$	(4,966	)	$	—		$	—
Change in interest loss		(16	)		—			—			—			16			—			—
Amortization of deferred revenue		—			2,367			—			—			—			(2,367	)		—
Equity in earnings(3)		2,523			—			—			—			(2,523	)		—			—
Ending balance August 30, 2012	$	72,323		$	(326,075	)	$	—		$	6,667		$	(7,473	)	$	(2,367	)	$	—
Purchase Price Fair Value Adjustment		177,832			3,453			—			—			—			—			—
Receipt of excess cash distributions		(10,176	)		—			—			10,176			—			—			—
Amortization of deferred revenue		—			4,468			—			—			—			(4,468	)		—
Unrealized gain from cash flow hedge		797			—			(797	)		—			—			—			—
Equity in earnings(3)		4,271			—			—			—			(4,271	)		—			—
Ending balance December 31, 2012	$	245,047		$	(318,154	)	$	(797	)	$	10,176		$	(4,271	)	$	(4,468	)	$	—

(1)

Represents AMC's investment through the date of the Merger on August 30, 2012 in 519,979 common membership units originally valued at March 27, 2008, 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 through the date of the Merger on August 30, 2012. Subsequent to the date of the Merger, AMC's investment in NCM consisted of a single investment tranche consisting of 17,323,782 membership units recorded at fair value (Level 1) on August 30, 2012.

(2)

Represents the unamortized portion of the Exhibitors Services Agreement (ESA) modification payments received from NCM. Such amounts are being amortized to "Other theatre revenues" over a 30 year period ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues). In connection with the Merger on August 30, 2012, the deferred revenue amounts related to the ESA were adjusted to estimated fair value.

(3)

Represents equity in earnings on the Tranche 2 investments only through August 30, 2012. Subsequent to August 30, 2012, AMC has one investment tranche in NCM which consisted of 17,323,782 membership units recorded at fair value (Level 1) at August 30, 2012 in connection with the Merger.

(4)

Represents equity in earnings on the Tranche 2 Investments only.

(5)

All of the Company's NCM membership units are redeemable for, at the option of NCM, cash or shares of common stock of NCM, Inc. on a share-for-share basis. On August 18, 2010, the Company sold 6,500,000 shares of common stock of NCM, Inc. in an underwritten public offering for $16.00 per share and reduced the Company's related investment in NCM by $36,709,000, the carrying amount of all shares sold. Net proceeds received on this sale were $99,840,000 after deducting related underwriting fees and professional and consulting costs of $4,160,000, resulting in a gain on sale of $63,131,000. In addition, on September 8, 2010, the Company sold 155,193 shares of NCM, Inc. to the underwriters to cover over-allotments for $16.00 per share and reduced the Company's related investment in NCM by $867,000, the carrying amount of all shares sold. Net proceeds received on this sale were $2,384,000 after deducting related underwriting fees and professional and consulting costs of $99,000, resulting in a gain on sale of $1,517,000.

(6)

As a result of theatre dispositions and closings and a related decline in attendance, the NCM Common Unit Adjustment for calendar 2010 called for a reduction in common units. The Company elected to surrender 1,479,638 common units effective March 17, 2011 at a fair value of $25,361,000 and a weighted average cost basis for Tranche 2 Investments of $25,568,000, resulting in a loss of $207,000. The fair value of the units surrendered reduced the deferred revenues for exhibitor services agreement available for amortization to advertising income for future periods.

(7)

Distributions received under the Tax Receivable Agreement ("TRA") in fiscal 2011 and 2012, were allocated among the Tranche 1 Investment and the Tranche 2 Investments based on the ownership percentages as of the date of the related NCM, Inc. taxable year to which the distribution relates. Post Merger, the TRA was recorded at fair value as an Intangible Asset. Amortization of the TRA intangible asset and cash receipts are recorded to Investment Expense (Income).

(8)

As a result of theatre closings and a related decline in attendance, the NCM Common Unit Adjustment for calendar 2011 called for a reduction in common units. The Company elected to pay NCM $214,000 to retain 16,717 common units effective March 16, 2012. The amount paid to retain the units decreased the deferred revenues for exhibitor services agreement available for amortization to advertising income for future periods.