MERGER (Tables) (AMC Entertainment, Inc., Merger Subsidiary)

6 Months Ended

Jun. 30, 2013

AMC Entertainment, Inc. | Merger Subsidiary

Merger

Summary of the final allocation of the Merger consideration

(In thousands)	Total
Cash	$	101,641
Receivables, net		29,775
Other current assets		34,840
Property, net(1)		1,034,597
Intangible assets, net(2)		246,507
Goodwill(3)		2,204,223
Other long-term assets(4)		339,013
Accounts payable		(134,186	)
Accrued expenses and other liabilities		(138,535	)
Credit card, packaged tickets, and loyalty program liability(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)		(427,755	)
Total Merger consideration	$	701,811
Corporate borrowings		2,086,926
Capital and financing lease obligations		60,922
Less: cash		(101,641	)
Total 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 trademark and trade names, a non-compete agreement, management contracts, a contract with an equity method investee, and favorable leases.

(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. Goodwill associated with the Merger is not tax deductible.

(4)

Other long-term assets primarily include equity method investments, real estate held for investment and marketable equity securities recorded at fair value.

(5)

Represents a liability related to the sales of gift cards, packaged tickets and AMC Stubs™ memberships and rewards outstanding at August 30, 2012, 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 obligation pursuant to an arrangement with National CineMedia, LLC ("NCM") to provide advertising services on terms favorable to NCM.

(8)

Other long-term liabilities consist of certain theatre leases that have been identified as unfavorable, adjustments to reset deferred rent related to escalations of minimum rentals to zero, 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

(In thousands)	Pro forma Thirteen Weeks Ended June 28, 2012			Pro forma Twenty-six Weeks Ended June 28, 2012
	(Predecessor)			(Predecessor)
	(unaudited)
Revenues
Admissions	$	451,582		$	877,408
Concessions		188,550			360,149
Other theatre		25,121			46,321
Total revenues		665,253			1,283,878
Operating Costs and Expenses
Film exhibition costs		242,727			463,918
Concession costs		26,599			49,219
Operating expense		169,908			343,399
Rent		113,022			221,974
General and administrative:
Merger, acquisition and transaction costs		3			1,446
Management fee		—			—
Other		15,008			31,034
Depreciation and amortization		47,447			102,164
Impairment of long-lived assets		—			285
Operating costs and expenses		614,714			1,213,439
Operating income		50,539			70,439
Other expense (income)
Other expense		121			1,146
Interest expense:
Corporate borrowings		34,964			71,749
Capital and financing lease obligations		1,418			2,906
Equity in earnings of non-consolidated entities		(8,367	)		(9,617	)
Investment (income) expense		183			(3,582	)
Total other expense		28,319			62,602
Earnings from continuing operations before income taxes		22,220			7,837
Income tax provision		2,695			3,200
Earnings from continuing operations		19,525			4,637
Loss from discontinued operations, net of income taxes		(2,254	)		(2,874	)
Net earnings	$	17,271		$	1,763