CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2014 |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' |
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NOTE 12—CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
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The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by AMCE. The subsidiary guarantees of AMCE's 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020") and the 5.875% Senior Subordinated Notes due 2022 (the "Notes due 2022") are full and unconditional and joint and several and subject to customary release provisions. The Company and its subsidiary guarantors' investments in its consolidated subsidiaries are presented under the equity method of accounting. |
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Three months ended September 30, 2014: |
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| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Revenues | | | | | | | | | | | | | | | | |
Admissions | | $ | — | | $ | 416,306 | | $ | 1,142 | | $ | — | | $ | 417,448 | |
Food and beverage | | | — | | | 188,591 | | | 474 | | | — | | | 189,065 | |
Other theatre | | | — | | | 27,293 | | | 98 | | | — | | | 27,391 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenues | | | — | | | 632,190 | | | 1,714 | | | — | | | 633,904 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating costs and expenses | | | | | | | | | | | | | | | | |
Film exhibition costs | | | — | | | 220,012 | | | 596 | | | — | | | 220,608 | |
Food and beverage costs | | | — | | | 27,095 | | | 114 | | | — | | | 27,209 | |
Operating expense | | | 49 | | | 176,972 | | | 928 | | | — | | | 177,949 | |
Rent | | | — | | | 111,715 | | | 543 | | | — | | | 112,258 | |
General and administrative: | | | | | | | | | | | | | | | | |
Merger, acquisition and transaction costs | | | — | | | 78 | | | — | | | — | | | 78 | |
Other | | | — | | | 12,951 | | | 10 | | | — | | | 12,961 | |
Depreciation and amortization | | | — | | | 54,316 | | | 11 | | | — | | | 54,327 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating costs and expenses | | | 49 | | | 603,139 | | | 2,202 | | | — | | | 605,390 | |
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| | | | | | | | | | | | | | | | |
Operating income (loss) | | | (49 | ) | | 29,051 | | | (488 | ) | | — | | | 28,514 | |
Other expense (income) | | | | | | | | | | | | | | | | |
Equity in net (earnings) loss of subsidiaries | | | (4,292 | ) | | 488 | | | — | | | 3,804 | | | — | |
Other income | | | — | | | (11 | ) | | — | | | — | | | (11 | ) |
Interest expense: | | | | | | | | | | | | | | | | |
Corporate borrowings | | | 26,821 | | | 36,503 | | | — | | | (36,427 | ) | | 26,897 | |
Capital and financing lease obligations | | | — | | | 2,448 | | | — | | | — | | | 2,448 | |
Equity in earnings of non-consolidated entities | | | — | | | (13,087 | ) | | — | | | — | | | (13,087 | ) |
Investment expense (income) | | | (29,954 | ) | | (6,292 | ) | | — | | | 36,427 | | | 181 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other expense (income) | | | (7,425 | ) | | 20,049 | | | — | | | 3,804 | | | 16,428 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings (loss) from continuing operations before income taxes | | | 7,376 | | | 9,002 | | | (488 | ) | | (3,804 | ) | | 12,086 | |
Income tax provision | | | — | | | 4,710 | | | — | | | — | | | 4,710 | |
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Net earnings (loss) | | $ | 7,376 | | $ | 4,292 | | $ | (488 | ) | $ | (3,804 | ) | $ | 7,376 | |
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Nine months ended September 30, 2014: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Revenues | | | | | | | | | | | | | | | | |
Admissions | | $ | — | | $ | 1,301,733 | | $ | 3,402 | | $ | — | | $ | 1,305,135 | |
Food and beverage | | | — | | | 580,978 | | | 1,448 | | | — | | | 582,426 | |
Other theatre | | | — | | | 95,433 | | | 241 | | | — | | | 95,674 | |
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Total revenues | | | — | | | 1,978,144 | | | 5,091 | | | — | | | 1,983,235 | |
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Operating costs and expenses | | | | | | | | | | | | | | | | |
Film exhibition costs | | | — | | | 688,307 | | | 1,621 | | | — | | | 689,928 | |
Food and beverage costs | | | — | | | 82,328 | | | 345 | | | — | | | 82,673 | |
Operating expense | | | (15 | ) | | 543,979 | | | 2,961 | | | — | | | 546,925 | |
Rent | | | — | | | 339,501 | | | 1,562 | | | — | | | 341,063 | |
General and administrative: | | | | | | | | | | | | | | | | |
Merger, acquisition and transaction costs | | | — | | | 1,012 | | | — | | | — | | | 1,012 | |
Other | | | — | | | 46,318 | | | 12 | | | — | | | 46,330 | |
Depreciation and amortization | | | — | | | 160,802 | | | 52 | | | — | | | 160,854 | |
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Operating costs and expenses | | | (15 | ) | | 1,862,247 | | | 6,553 | | | — | | | 1,868,785 | |
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Operating income (loss) | | | 15 | | | 115,897 | | | (1,462 | ) | | — | | | 114,450 | |
Other expense (income) | | | | | | | | | | | | | | | | |
Equity in net (earnings) loss of subsidiaries | | | (24,585 | ) | | 1,461 | | | — | | | 23,124 | | | — | |
Other income | | | — | | | (8,397 | ) | | — | | | — | | | (8,397 | ) |
Interest expense: | | | | | | | | | | | | | | | | |
Corporate borrowings | | | 84,376 | | | 113,799 | | | — | | | (113,631 | ) | | 84,544 | |
Capital and financing lease obligations | | | — | | | 7,459 | | | — | | | — | | | 7,459 | |
Equity in earnings of non-consolidated entities | | | — | | | (17,300 | ) | | — | | | — | | | (17,300 | ) |
Investment income | | | (94,037 | ) | | (27,097 | ) | | (1 | ) | | 113,631 | | | (7,504 | ) |
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Total other expense (income) | | | (34,246 | ) | | 69,925 | | | (1 | ) | | 23,124 | | | 58,802 | |
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Earnings (loss) from continuing operations before income taxes | | | 34,261 | | | 45,972 | | | (1,461 | ) | | (23,124 | ) | | 55,648 | |
Income tax provision | | | — | | | 21,700 | | | — | | | — | | | 21,700 | |
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Earnings (loss) from continuing operations | | | 34,261 | | | 24,272 | | | (1,461 | ) | | (23,124 | ) | | 33,948 | |
Gain from discontinued operations, net of income taxes | | | — | | | 313 | | | — | | | — | | | 313 | |
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Net earnings (loss) | | $ | 34,261 | | $ | 24,585 | | $ | (1,461 | ) | $ | (23,124 | ) | $ | 34,261 | |
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Three months ended September 30, 2013: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Revenues | | | | | | | | | | | | | | | | |
Admissions | | $ | — | | $ | 465,941 | | $ | 1,047 | | $ | — | | $ | 466,988 | |
Food and beverage | | | — | | | 201,164 | | | 448 | | | — | | | 201,612 | |
Other theatre | | | — | | | 27,332 | | | 52 | | | — | | | 27,384 | |
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| | | | | | | | | | | | | | | | |
Total revenues | | | — | | | 694,437 | | | 1,547 | | | — | | | 695,984 | |
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Operating costs and expenses | | | | | | | | | | | | | | | | |
Film exhibition costs | | | — | | | 241,533 | | | 473 | | | — | | | 242,006 | |
Food and beverage costs | | | — | | | 26,191 | | | 93 | | | — | | | 26,284 | |
Operating expense | | | 5 | | | 181,717 | | | 908 | | | — | | | 182,630 | |
Rent | | | — | | | 111,365 | | | 500 | | | — | | | 111,865 | |
General and administrative: | | | | | | | | | | | | | | | | |
Merger, acquisition and transaction costs | | | — | | | 299 | | | — | | | — | | | 299 | |
Other | | | — | | | 26,449 | | | 1 | | | — | | | 26,450 | |
Depreciation and amortization | | | — | | | 48,593 | | | 10 | | | — | | | 48,603 | |
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Operating costs and expenses | | | 5 | | | 636,147 | | | 1,985 | | | — | | | 638,137 | |
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Operating income (loss) | | | (5 | ) | | 58,290 | | | (438 | ) | | — | | | 57,847 | |
Other expense (income) | | | | | | | | | | | | | | | | |
Equity in net (earnings) loss of subsidiaries | | | (29,913 | ) | | 438 | | | — | | | 29,475 | | | — | |
Other expense | | | — | | | 110 | | | — | | | — | | | 110 | |
Interest expense: | | | | | | | | | | | | | | | | |
Corporate borrowings | | | 32,359 | | | 42,620 | | | — | | | (42,758 | ) | | 32,221 | |
Capital and financing lease obligations | | | — | | | 2,606 | | | — | | | — | | | 2,606 | |
Equity in earnings of non-consolidated entities | | | — | | | (14,323 | ) | | — | | | — | | | (14,323 | ) |
Investment income | | | (35,916 | ) | | (6,911 | ) | | — | | | 42,758 | | | (69 | ) |
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Total other expense (income) | | | (33,470 | ) | | 24,540 | | | — | | | 29,475 | | | 20,545 | |
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Earnings (loss) from continuing operations before income taxes | | | 33,465 | | | 33,750 | | | (438 | ) | | (29,475 | ) | | 37,302 | |
Income tax provision | | | — | | | 3,430 | | | — | | | — | | | 3,430 | |
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Earnings (loss) from continuing operations | | | 33,465 | | | 30,320 | | | (438 | ) | | (29,475 | ) | | 33,872 | |
Loss from discontinued operations, net of income taxes | | | — | | | (407 | ) | | — | | | — | | | (407 | ) |
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Net earnings (loss) | | $ | 33,465 | | $ | 29,913 | | $ | (438 | ) | $ | (29,475 | ) | $ | 33,465 | |
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Nine months ended September 30, 2013: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Revenues | | | | | | | | | | | | | | | | |
Admissions | | $ | — | | $ | 1,361,942 | | $ | 3,236 | | $ | — | | $ | 1,365,178 | |
Food and beverage | | | — | | | 587,634 | | | 1,392 | | | — | | | 589,026 | |
Other theatre | | | — | | | 82,031 | | | 216 | | | — | | | 82,247 | |
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Total revenues | | | — | | | 2,031,607 | | | 4,844 | | | — | | | 2,036,451 | |
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Operating costs and expenses | | | | | | | | | | | | | | | | |
Film exhibition costs | | | — | | | 717,241 | | | 1,484 | | | — | | | 718,725 | |
Food and beverage costs | | | — | | | 79,735 | | | 297 | | | — | | | 80,032 | |
Operating expense | | | 174 | | | 531,084 | | | 2,801 | | | — | | | 534,059 | |
Rent | | | — | | | 337,730 | | | 1,483 | | | — | | | 339,213 | |
General and administrative: | | | | | | | | | | | | | | | | |
Merger, acquisition and transaction costs | | | — | | | 1,952 | | | — | | | — | | | 1,952 | |
Other | | | — | | | 59,795 | | | 2 | | | — | | | 59,797 | |
Depreciation and amortization | | | — | | | 147,403 | | | 32 | | | — | | | 147,435 | |
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Operating costs and expenses | | | 174 | | | 1,874,940 | | | 6,099 | | | — | | | 1,881,213 | |
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Operating income (loss) | | | (174 | ) | | 156,667 | | | (1,255 | ) | | — | | | 155,238 | |
Other expense (income) | | | | | | | | | | | | | | | | |
Equity in net (earnings) loss of subsidiaries | | | (73,430 | ) | | 656 | | | — | | | 72,774 | | | — | |
Other income | | | — | | | (184 | ) | | — | | | — | | | (184 | ) |
Interest expense: | | | | | | | | | | | | | | | | |
Corporate borrowings | | | 98,039 | | | 131,069 | | | — | | | (131,404 | ) | | 97,704 | |
Capital and financing lease obligations | | | — | | | 7,914 | | | — | | | — | | | 7,914 | |
Equity in (earnings) losses of non-consolidated entities | | | 2 | | | (38,132 | ) | | (13 | ) | | — | | | (38,143 | ) |
Investment income | | | (109,568 | ) | | (24,976 | ) | | (266 | ) | | 131,404 | | | (3,406 | ) |
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Total other expense (income) | | | (84,957 | ) | | 76,347 | | | (279 | ) | | 72,774 | | | 63,885 | |
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Earnings (loss) from continuing operations before income taxes | | | 84,783 | | | 80,320 | | | (976 | ) | | (72,774 | ) | | 91,353 | |
Income tax provision | | | — | | | 10,860 | | | — | | | — | | | 10,860 | |
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Earnings (loss) from continuing operations | | | 84,783 | | | 69,460 | | | (976 | ) | | (72,774 | ) | | 80,493 | |
Gain from discontinued operations, net of income taxes | | | — | | | 3,970 | | | 320 | | | — | | | 4,290 | |
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Net earnings (loss) | | $ | 84,783 | | $ | 73,430 | | $ | (656 | ) | $ | (72,774 | ) | $ | 84,783 | |
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Three months ended September 30, 2014: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Net earnings (loss) | | $ | 7,376 | | $ | 4,292 | | $ | (488 | ) | $ | (3,804 | ) | $ | 7,376 | |
Equity in other comprehensive income (loss) of subsidiaries | | | (1,440 | ) | | 689 | | | — | | | 751 | | | — | |
Foreign currency translation adjustment, net of tax | | | — | | | 401 | | | 689 | | | — | | | 1,090 | |
Pension and other benefit adjustments: | | | | | | | | | | | | | | | | |
Amortization of gains included in net periodic benefit costs, net of tax | | | — | | | (211 | ) | | — | | | — | | | (211 | ) |
Amortization of prior service credit included in net periodic benefit costs, net of tax | | | — | | | (254 | ) | | — | | | — | | | (254 | ) |
Unrealized gain on marketable securities: | | | | | | | | | | | | | | | | |
Unrealized holding losses arising during the period, net of tax | | | — | | | (2,597 | ) | | — | | | — | | | (2,597 | ) |
Less: reclassification adjustment for gains included in investment income, net of tax | | | — | | | (10 | ) | | — | | | — | | | (10 | ) |
Unrealized gains from equity method investees' cash flow hedge: | | | | | | | | | | | | | | | | |
Unrealized holding gains arising during the period, net of tax | | | — | | | 408 | | | — | | | — | | | 408 | |
Holding losses reclassified to equity in earnings of non-consolidated entities, net of tax | | | — | | | 134 | | | — | | | — | | | 134 | |
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Other comprehensive income (loss) | | | (1,440 | ) | | (1,440 | ) | | 689 | | | 751 | | | (1,440 | ) |
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Total comprehensive income | | $ | 5,936 | | $ | 2,852 | | $ | 201 | | $ | (3,053 | ) | $ | 5,936 | |
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Nine months ended September 30, 2014: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non- | Adjustments | Entertainment Inc. |
| Guarantors | | |
Net earnings (loss) | | $ | 34,261 | | $ | 24,585 | | $ | (1,461 | ) | $ | (23,124 | ) | $ | 34,261 | |
Equity in other comprehensive income of subsidiaries | | | 533 | | | 255 | | | — | | | (788 | ) | | — | |
Foreign currency translation adjustment, net of tax | | | — | | | 402 | | | 255 | | | — | | | 657 | |
Pension and other benefit adjustments: | | | | | | | | | | | | | | | | |
Amortization of gains included in net periodic benefit costs, net of tax | | | — | | | (632 | ) | | — | | | — | | | (632 | ) |
Amortization of prior service credit included in net periodic benefit costs, net of tax | | | — | | | (762 | ) | | — | | | — | | | (762 | ) |
Unrealized gain on marketable securities: | | | | | | | | | | | | | | | | |
Unrealized holding gains arising during the period, net of tax | | | — | | | 762 | | | — | | | — | | | 762 | |
Less: reclassification adjustment for gains included in investment income, net of tax | | | — | | | (25 | ) | | — | | | — | | | (25 | ) |
Unrealized gains from equity method investees' cash flow hedge: | | | | | | | | | | | | | | | | |
Unrealized holding gains arising during the period, net of tax | | | — | | | 136 | | | — | | | — | | | 136 | |
Holding losses reclassified to equity in earnings of non-consolidated entities, net of tax | | | — | | | 397 | | | — | | | — | | | 397 | |
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Other comprehensive income | | | 533 | | | 533 | | | 255 | | | (788 | ) | | 533 | |
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Total comprehensive income (loss) | | $ | 34,794 | | $ | 25,118 | | $ | (1,206 | ) | $ | (23,912 | ) | $ | 34,794 | |
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Three months ended September 30, 2013: |
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(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non-Guarantors | Adjustments | Entertainment Inc. |
Net earnings (loss) | | $ | 33,465 | | $ | 29,913 | | $ | (438 | ) | $ | (29,475 | ) | $ | 33,465 | |
Equity in other comprehensive loss of subsidiaries | | | (10,288 | ) | | (1,357 | ) | | — | | | 11,645 | | | — | |
Foreign currency translation adjustment, net of tax | | | — | | | (267 | ) | | (1,357 | ) | | — | | | (1,624 | ) |
Pension and other benefit adjustments: | | | | | | | | | | | | | | | | |
Amortization of gains included in net periodic benefit costs, net of tax | | | — | | | (20 | ) | | — | | | — | | | (20 | ) |
Unrealized gain on marketable securities: | | | | | | | | | | | | | | | | |
Unrealized holding losses arising during the period, net of tax | | | — | | | (8,342 | ) | | — | | | — | | | (8,342 | ) |
Less: reclassification adjustment for gains included in investment income, net of tax | | | — | | | (280 | ) | | — | | | — | | | (280 | ) |
Unrealized gains from equity method investees' cash flow hedge: | | | | | | | | | | | | | | | | |
Unrealized holding gains arising during the period, net of tax | | | — | | | 21 | | | — | | | — | | | 21 | |
Holding gains reclassified to equity in earnings of non-consolidated entities, net of tax | | | — | | | (43 | ) | | — | | | — | | | (43 | ) |
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Other comprehensive loss | | | (10,288 | ) | | (10,288 | ) | | (1,357 | ) | | 11,645 | | | (10,288 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | 23,177 | | $ | 19,625 | | $ | (1,795 | ) | $ | (17,830 | ) | $ | 23,177 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Nine months ended September 30, 2013: |
|
| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non-Guarantors | Adjustments | Entertainment Inc. |
Net earnings (loss) | | $ | 84,783 | | $ | 73,430 | | $ | (656 | ) | $ | (72,774 | ) | $ | 84,783 | |
Equity in other comprehensive loss of subsidiaries | | | (2,660 | ) | | (24 | ) | | — | | | 2,684 | | | — | |
Foreign currency translation adjustment, net of tax | | | — | | | 365 | | | (24 | ) | | — | | | 341 | |
Pension and other benefit adjustments: | | | | | | | | | | | | | | | | |
Amortization of gains included in net periodic benefit costs, net of tax | | | — | | | (58 | ) | | — | | | — | | | (58 | ) |
Unrealized gain on marketable securities: | | | | | | | | | | | | | | | | |
Unrealized holding losses arising during the period, net of tax | | | — | | | (4,841 | ) | | — | | | — | | | (4,841 | ) |
Less: reclassification adjustment for gains included in investment income, net of tax | | | — | | | (301 | ) | | — | | | — | | | (301 | ) |
Unrealized gains from equity method investees' cash flow hedge: | | | | | | | | | | | | | | | | |
Unrealized holding gains (losses) arising during the period, net of tax | | | — | | | 2,489 | | | — | | | — | | | 2,489 | |
Holding gains reclassified to equity in earnings of non-consolidated entities, net of tax | | | — | | | (290 | ) | | — | | | — | | | (290 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other comprehensive loss | | | (2,660 | ) | | (2,660 | ) | | (24 | ) | | 2,684 | | | (2,660 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | 82,123 | | $ | 70,770 | | $ | (680 | ) | $ | (70,090 | ) | $ | 82,123 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
As of September 30, 2014: |
|
| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated AMC | |
Guarantors | Non-Guarantors | Adjustments | Entertainment Inc. |
Assets | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and equivalents | | $ | 513 | | $ | 111,554 | | $ | 41,388 | | $ | — | | $ | 153,455 | |
Receivables, net | | | (21 | ) | | 42,919 | | | 40 | | | — | | | 42,938 | |
Deferred tax asset | | | — | | | 90,091 | | | — | | | — | | | 90,091 | |
Other current assets | | | — | | | 79,151 | | | 1,584 | | | — | | | 80,735 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 492 | | | 323,715 | | | 43,012 | | | — | | | 367,219 | |
Investment in equity of subsidiaries | | | 1,613,427 | | | 21,620 | | | — | | | (1,635,047 | ) | | — | |
Property, net | | | — | | | 1,213,747 | | | 289 | | | — | | | 1,214,036 | |
Intangible assets, net | | | — | | | 227,716 | | | — | | | — | | | 227,716 | |
Intercompany advances | | | 1,684,877 | | | (1,685,369 | ) | | 492 | | | — | | | — | |
Goodwill | | | — | | | 2,291,943 | | | — | | | — | | | 2,291,943 | |
Deferred tax asset | | | — | | | 96,824 | | | — | | | — | | | 96,824 | |
Other long-term assets | | | 13,837 | | | 401,393 | | | 21 | | | — | | | 415,251 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 3,312,633 | | $ | 2,891,589 | | $ | 43,814 | | $ | (1,635,047 | ) | $ | 4,612,989 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities and Stockholder's Equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | 181,286 | | $ | 441 | | $ | — | | $ | 181,727 | |
Accrued expenses and other liabilities | | | 14,430 | | | 134,097 | | | (136 | ) | | — | | | 148,391 | |
Deferred revenues and income | | | — | | | 150,065 | | | — | | | — | | | 150,065 | |
Current maturities of corporate borrowings and capital and financing lease obligations | | | 14,225 | | | 8,919 | | | — | | | — | | | 23,144 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 28,655 | | | 474,367 | | | 305 | | | — | | | 503,327 | |
Corporate borrowings | | | 1,773,325 | | | 6,945 | | | — | | | — | | | 1,780,270 | |
Capital and financing lease obligations | | | — | | | 103,525 | | | — | | | — | | | 103,525 | |
Exhibitor services agreement | | | — | | | 320,630 | | | — | | | — | | | 320,630 | |
Other long-term liabilities | | | — | | | 372,695 | | | 21,889 | | | — | | | 394,584 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,801,980 | | | 1,278,162 | | | 22,194 | | | — | | | 3,102,336 | |
Stockholder's equity | | | 1,510,653 | | | 1,613,427 | | | 21,620 | | | (1,635,047 | ) | | 1,510,653 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholder's equity | | $ | 3,312,633 | | $ | 2,891,589 | | $ | 43,814 | | $ | (1,635,047 | ) | $ | 4,612,989 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
As of December 31, 2013: |
|
| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | |
Guarantors | Non-Guarantors | Adjustments | AMC |
| | | Entertainment Inc. |
Assets | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and equivalents | | $ | 485 | | $ | 501,989 | | $ | 41,837 | | $ | — | | $ | 544,311 | |
Receivables, net | | | (10 | ) | | 106,096 | | | 62 | | | — | | | 106,148 | |
Deferred tax asset | | | — | | | 110,097 | | | — | | | — | | | 110,097 | |
Other current assets | | | — | | | 79,433 | | | 1,391 | | | — | | | 80,824 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 475 | | | 797,615 | | | 43,290 | | | — | | | 841,380 | |
Investment in equity of subsidiaries | | | 1,617,629 | | | 18,903 | | | — | | | (1,636,532 | ) | | — | |
Property, net | | | — | | | 1,179,666 | | | 88 | | | — | | | 1,179,754 | |
Intangible assets, net | | | — | | | 234,319 | | | — | | | — | | | 234,319 | |
Intercompany advances | | | 1,953,778 | | | (1,953,145 | ) | | (633 | ) | | — | | | — | |
Goodwill | | | — | | | 2,291,943 | | | — | | | — | | | 2,291,943 | |
Deferred tax asset | | | — | | | 96,824 | | | — | | | — | | | 96,824 | |
Other long-term assets | | | 7,841 | | | 394,031 | | | 632 | | | — | | | 402,504 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 3,579,723 | | $ | 3,060,156 | | $ | 43,377 | | $ | (1,636,532 | ) | $ | 5,046,724 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities and Stockholder's Equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | 267,675 | | $ | 488 | | $ | — | | $ | 268,163 | |
Accrued expenses and other liabilities | | | 306 | | | 170,676 | | | (62 | ) | | — | | | 170,920 | |
Deferred revenues and income | | | — | | | 202,833 | | | — | | | — | | | 202,833 | |
Current maturities of corporate borrowings and capital and financing lease obligations | | | 7,750 | | | 8,330 | | | — | | | — | | | 16,080 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 8,056 | | | 649,514 | | | 426 | | | — | | | 657,996 | |
Corporate borrowings | | | 2,062,728 | | | 6,944 | | | — | | | — | | | 2,069,672 | |
Capital and financing lease obligations | | | — | | | 109,258 | | | — | | | — | | | 109,258 | |
Exhibitor services agreement | | | — | | | 329,913 | | | — | | | — | | | 329,913 | |
Other long-term liabilities | | | — | | | 346,898 | | | 24,048 | | | — | | | 370,946 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 2,070,784 | | | 1,442,527 | | | 24,474 | | | — | | | 3,537,785 | |
Stockholder's equity | | | 1,508,939 | | | 1,617,629 | | | 18,903 | | | (1,636,532 | ) | | 1,508,939 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholder's equity | | $ | 3,579,723 | | $ | 3,060,156 | | $ | 43,377 | | $ | (1,636,532 | ) | $ | 5,046,724 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Nine months ended September 30, 2014: |
|
| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating Adjustments | | Consolidated | |
Guarantors | Non-Guarantors | AMC |
| | Entertainment Inc. |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 16,283 | | $ | 101,583 | | $ | 724 | | $ | — | | $ | 118,590 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures | | | — | | | (182,928 | ) | | (40 | ) | | — | | | (182,968 | ) |
Investments in non-consolidated entities, net | | | — | | | (1,471 | ) | | — | | | — | | | (1,471 | ) |
Proceeds from the disposition of long-term assets | | | — | | | 9 | | | — | | | — | | | 9 | |
Other, net | | | — | | | 939 | | | — | | | — | | | 939 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | (183,451 | ) | | (40 | ) | | — | | | (183,491 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Proceeds from issuance of Senior Subordinated Notes due 2022 | | | 375,000 | | | — | | | — | | | — | | | 375,000 | |
Repurchase of Subordinated Notes due 2019 | | | (639,728 | ) | | — | | | — | | | — | | | (639,728 | ) |
Payment of initial public offering costs | | | — | | | (281 | ) | | — | | | — | | | (281 | ) |
Cash used to pay dividends to Parent | | | (39,003 | ) | | — | | | — | | | — | | | (39,003 | ) |
Deferred financing costs | | | (7,952 | ) | | — | | | — | | | — | | | (7,952 | ) |
Principal payments under capital and financing lease obligations | | | — | | | (5,144 | ) | | — | | | — | | | (5,144 | ) |
Principle payments under Term Loan | | | (5,813 | ) | | — | | | — | | | — | | | (5,813 | ) |
Principal amount of coupon payment under Senior Subordinated Notes due 2020 | | | (3,052 | ) | | — | | | — | | | — | | | (3,052 | ) |
Change in intercompany advances | | | 304,293 | | | (303,168 | ) | | (1,125 | ) | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash used in financing activities | | | (16,255 | ) | | (308,593 | ) | | (1,125 | ) | | — | | | (325,973 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and equivalents | | | — | | | 26 | | | (8 | ) | | — | | | 18 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and equivalents | | | 28 | | | (390,435 | ) | | (449 | ) | | — | | | (390,856 | ) |
Cash and equivalents at beginning of period | | | 485 | | | 501,989 | | | 41,837 | | | — | | | 544,311 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash and equivalents at end of period | | $ | 513 | | $ | 111,554 | | $ | 41,388 | | $ | — | | $ | 153,455 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Nine months ended September 30, 2013: |
|
| | | | | | | | | | | | | | | | |
(In thousands) | | AMCE | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated | |
Guarantors | Non-Guarantors | Adjustments | AMC |
| | | Entertainment Inc. |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 30,193 | | $ | 174,272 | | $ | (243 | ) | $ | — | | $ | 204,222 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capital expenditures | | | — | | | (175,353 | ) | | (8 | ) | | — | | | (175,361 | ) |
Investments in non-consolidated entities, net | | | — | | | (3,028 | ) | | 15 | | | — | | | (3,013 | ) |
Acquisition of Rave theatres | | | — | | | (1,128 | ) | | — | | | — | | | (1,128 | ) |
Proceeds from the disposition of long-term assets | | | — | | | 4,646 | | | — | | | — | | | 4,646 | |
Other, net | | | — | | | (5,422 | ) | | — | | | — | | | (5,422 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | — | | | (180,285 | ) | | 7 | | | — | | | (180,278 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Proceeds from issuance of Term Loan due 2020 | | | 773,063 | | | — | | | — | | | — | | | 773,063 | |
Repayment of Term Loan due 2016 | | | (464,088 | ) | | — | | | — | | | — | | | (464,088 | ) |
Repayment of Term Loan due 2018 | | | (296,250 | ) | | — | | | — | | | — | | | (296,250 | ) |
Deferred financing costs | | | (9,106 | ) | | — | | | — | | | — | | | (9,106 | ) |
Principal payments under capital and financing lease obligations | | | — | | | (4,651 | ) | | — | | | — | | | (4,651 | ) |
Principle payments under Term Loan | | | (5,876 | ) | | — | | | — | | | — | | | (5,876 | ) |
Payment of construction payables | | | — | | | (19,404 | ) | | — | | | — | | | (19,404 | ) |
Change in intercompany advances | | | (28,034 | ) | | 27,809 | | | 225 | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (30,291 | ) | | 3,754 | | | 225 | | | — | | | (26,312 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and equivalents | | | — | | | (65 | ) | | (10 | ) | | — | | | (75 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net decrease in cash and equivalents | | | (98 | ) | | (2,324 | ) | | (21 | ) | | — | | | (2,443 | ) |
Cash and equivalents at beginning of period | | | 308 | | | 89,168 | | | 41,452 | | | — | | | 130,928 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash and equivalents at end of period | | $ | 210 | | $ | 86,844 | | $ | 41,431 | | $ | — | | $ | 128,485 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |