| Summary of unaudited pro forma financial information related to statements of operations |
|
(In thousands)
|
|
Pro forma
March 30, 2012
through
December 31,
2012
|
|
|
|
|
(unaudited)
|
|
|
Revenues
|
|
|
|
|
|
Admissions
|
|
$
|
1,364,663
|
|
|
Food and beverage
|
|
|
571,869
|
|
|
Other theatre
|
|
|
72,574
|
|
|
Total revenues
|
|
|
2,009,106
|
|
|
Operating Costs and Expenses
|
|
|
|
|
|
Film exhibition costs
|
|
|
728,100
|
|
|
Food and beverage costs
|
|
|
77,871
|
|
|
Operating expense
|
|
|
529,235
|
|
|
Rent
|
|
|
331,397
|
|
|
General and administrative:
|
|
|
|
|
|
Merger, acquisition and transaction costs
|
|
|
7,783
|
|
|
Management fee
|
|
|
—
|
|
|
Other
|
|
|
55,594
|
|
|
Depreciation and amortization
|
|
|
150,234
|
|
|
Operating costs and expenses
|
|
|
1,880,214
|
|
|
Operating income
|
|
|
128,892
|
|
|
Other expense (income)
|
|
|
|
|
|
Other expense
|
|
|
1,009
|
|
|
Interest expense
|
|
|
|
|
|
Corporate borrowings
|
|
|
103,429
|
|
|
Capital and financing lease obligations
|
|
|
4,263
|
|
|
Equity in earnings of non-consolidated entities
|
|
|
(7,499
|
)
|
|
Investment expense
|
|
|
578
|
|
|
Total other expense
|
|
|
101,780
|
|
|
Earnings from continuing operations before income taxes
|
|
|
27,112
|
|
|
Income tax provision
|
|
|
8,900
|
|
|
Earnings from continuing operations
|
|
|
18,212
|
|
|
Earnings from discontinued operations
|
|
|
34,465
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
52,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Summary of the final allocation of the Merger consideration |
|
(In thousands)
|
|
Total
|
|
|
|
|
(Predecessor)
|
|
|
Cash
|
|
$
|
103,784
|
|
|
Receivables, net
|
|
|
29,775
|
|
|
Other current assets
|
|
|
34,840
|
|
|
Property, net(1)
|
|
|
1,034,597
|
|
|
Intangible assets, net(2)
|
|
|
246,507
|
|
|
Goodwill(3)
|
|
|
2,202,080
|
|
|
Other long-term assets(4)
|
|
|
339,013
|
|
|
Accounts payable
|
|
|
(134,186
|
)
|
|
Accrued expenses and other liabilities
|
|
|
(138,535
|
)
|
|
Credit card, package tickets, and loyalty program liability(5)
|
|
|
(117,841
|
)
|
|
Corporate borrowings(6)
|
|
|
(2,086,926
|
)
|
|
Capital and financing lease obligations
|
|
|
(60,922
|
)
|
|
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
|
|
|
(103,784
|
)
|
|
|
|
|
|
|
|
Total transaction value
|
|
$
|
2,745,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. In general, the majority of the Company's asset value is comprised of real estate and fixed assets. Furthermore, the majority of the Company's theatres are operated via lease agreements as opposed to owning the underlying real estate. Therefore, any asset value related to leased real estate would exist only if the existing lease agreements were at below-market, or favorable, terms. Certain of the Company's leased locations were considered to be at favorable terms, and an intangible asset was ascribed for such lease agreements. However, the majority of lease agreements were considered to be at market terms. As a result, there is no owned real estate or lease intangible asset value ascribed to the majority of the Company's locations. In estimating the fair value of the favorable lease agreements, market rents were estimated for each of the Company's leased locations. If the contractual rents were considered to be below the market rent, a favorable lease agreement was valued by discounting the difference between the contractual rent and estimated market rates over the remaining lease term. Renewal options in the leases were also considered in determining the remaining lease term.
|
Other intangible assets were also considered. For the Company's business, the largest intangible asset (other than favorable lease agreements) is the trade name. There was no customer relationship asset since the Company's customers represent "walk-in traffic" in which the customer would not meet the legal or separable criteria under ASC 805. The royalty savings method, a form of the income approach, was used to estimate the fair value of the trade name. In estimating the appropriate royalty rate for the trade name, the Company considered the impact and contribution that the trade name provides to the Company's operating cash flows. The Company assessed that the trade name does provide some contribution to the Company's operating cash flow, but that the attendance in the theatre is ultimately driven by factors that are not separable from goodwill such as the quality of the film product, the location of each individual theatre, the physical condition of the individual theatre, and the competitive landscape of the individual theatre.
Other than the favorable lease agreements and the trade name, there are not many other operating intangible assets for the Company's business. However, the Company does have some contractual relationships identified as intangible assets. These contractual relationships include the non-compete agreement that was entered into as part of the Company's acquisition of Kerasotes, management agreements in which the Company manages certain theatres that are owned by a third party, and the NCM tax receivable agreement (the "NCM TRA") which represents an agreement in which the Company receives a certain portion of a tax benefit that NCM is expected to receive as part of the Company's partial ownership interest in NCM. The non-compete agreement was valued using the differential cash flow method, a form of the income approach, in which the cash flows of the Company were estimated under a scenario in which the non-compete agreement was in place and a scenario in which there was no non-compete agreement. The value of the non-compete agreement was considered to be the difference of the discounted cash flows between the two scenarios over the remaining contractual term of the agreement. The management agreements were valued using the income approach, in which the annual management fees over the life of the agreements were discounted. The NCM TRA was valued using the income approach in which the future tax benefit distribution realized from any tax amortization of intangible assets was estimated and discounted. The Company determined the value of the TRA using a discounted cash flow model. For the purposes of its analysis, the Company estimated the cash receipts from taxable transactions that were known as of the date of the Merger. The Company did not consider future transactions that NCM may undertake. The Company estimated a run-off of the intangible asset amortization benefits from the TRA due to the following transactions:
|
1.
|
ESA (Exhibitor Services Agreement)—relates to the amortization due to a modification of the initial ESA agreement.
|
|
2.
|
CUA (Common Unit Adjustment)—relates to NCM issuing additional common units to the founding members if there is an increase in the number of theaters under the ESA agreement. A reduction of common units is made if there are theaters removed from the ESA agreement.
|
|
3.
|
AMC II Benefit—relates to AMC's acquisition of Kerasotes theaters.
|
|
4.
|
IPO Exchange Benefit—relates to amortization from NCM's IPO in 2007.
|
|
5.
|
IPO II Exchange Benefit—relates to amortization step ups from NCM's secondary IPO in 2010.
|
|
6.
|
Capital Account Administration Allocation—relates to receipts attributable to the account administration.
|
The estimated TRA receipts through 2037 are tax effected at 40%, based on a blended federal and 50-state average tax rate. The after tax receipts were discounted to a present value using a discount rate of 12.0%, based on the cost of equity of NCM, as the TRA payments only benefit the equity holders. See Note 7—Investments for additional 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. Goodwill associated with the Merger is not tax deductible. Additionally, the Company expects to realize synergies and cost savings related to the Merger. Wanda is the largest theatre exhibition operator in China through its controlling ownership interest in Wanda Cinema Line. The combined ownership and scale of AMC and Wanda Cinema Line, has enabled them to enhance relationships and obtain better terms for important food and beverage, lighting and theatre supply vendors, and to expand their strategic partnership with IMAX. Wanda and AMC are also working together to offer Hollywood studios and other production companies valuable access to their industry-leading promotion and distribution platforms, with the goal of gaining greater access to content and playing a more important role in the industry going forward.
|
|
(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. The Company determined fair value for the gift cards and packaged tickets by removing the amount of unrecognized breakage income that was included in the deferred revenue amounts prior to the Merger. The Company made purchase accounting adjustments to reduce its deferred revenues for packaged tickets by $24,859,000 and gift cards by $7,441,000 such that the Company would recognize a normal profit margin on its deferred revenues for the future redemptions of the sales that occurred prior to the Merger. The Company did not make any fair value adjustments to its deferred revenues related to AMC Stubs as a result of the Merger because deferred revenues for the annual memberships require performance by AMC in the future and there was not sufficient historical data to estimate amounts of future breakage for AMC Stubs rewards. AMC Stubs vested rewards expire after 90 days if unused and AMC Stubs progress rewards expire to the extent members do not renew their annual membership.
|
|
(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)
|
In connection with the completion of NCM, Inc.'s IPO on February 13, 2007, the Company entered into the Exhibitor Services Agreement that provided favorable terms to NCM in exchange for a payment of $231,308,000. The Exhibitor Services Agreement was considered an unfavorable contract to the Company based on a comparison of rates charged by NCM to third-party exhibitors. The market rate was estimated as the average rate charged by NCM to third party exhibitors. The fair value of the contract was estimated as the present value of the difference between the Company's expected payments under the contract and a market rate over the life of the Exhibitor Services Agreement. The Company's expected payments were estimated based on the Company's expected annual attendance, screen count, and advertising revenues over the life of the exhibitor Services Agreement. See Note 7—Investments for additional information.
|
|
(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.
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