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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                            

Commission file number 001-33892



AMC ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  26-0303916
(I.R.S. Employer
Identification No.)

One AMC Way
11500 Ash Street, Leawood, KS
(Address of principal executive offices)

 

  
66211
(Zip Code)

(913) 213-2000
Registrant's telephone number, including area code:



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of each class of common stock   Number of shares
outstanding as of July 18, 2014
Class A common stock
Class B common stock
  21,563,274
75,826,927

   


Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

INDEX

 
   
  Page
Number
 

 

PART I—FINANCIAL INFORMATION

     

Item 1.

 

Financial Statements (Unaudited)

    3  

 

Consolidated Statements of Operations

    3  

 

Consolidated Statements of Comprehensive Income

    4  

 

Consolidated Balance Sheets

    5  

 

Consolidated Statements of Cash Flows

    6  

 

Notes to Consolidated Financial Statements

    7  

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    27  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    44  

Item 4.

 

Controls and Procedures

    45  

 

PART II—OTHER INFORMATION

       

Item 1.

 

Legal Proceedings

    45  

Item 1A.

 

Risk Factors

    45  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    45  

Item 3.

 

Defaults Upon Senior Securities

    45  

Item 4.

 

Mine Safety Disclosure

    45  

Item 5.

 

Other Information

    45  

Item 6.

 

Exhibits

    46  

 

Signatures

    47  

2


Table of Contents


PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements. (Unaudited)

        


AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

 
  Three Months Ended   Six Months Ended  
 
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 
 
  (unaudited)
  (unaudited)
 

Revenues

                         

Admissions

  $ 478,667   $ 515,306   $ 887,687   $ 898,190  

Food and beverage

    211,597     219,477     393,361     387,414  

Other theatre

    36,309     27,882     68,283     54,863  
                   

Total revenues

    726,573     762,665     1,349,331     1,340,467  
                   

Operating costs and expenses

                         

Film exhibition costs

    257,220     285,395     469,320     476,719  

Food and beverage costs

    30,341     30,550     55,464     53,748  

Operating expense

    189,283     187,219     368,976     351,429  

Rent

    113,861     113,542     228,805     227,348  

General and administrative:

                         

Merger, acquisition and transaction costs

    572     706     934     1,653  

Other

    15,149     17,034     33,369     33,347  

Depreciation and amortization

    51,750     50,370     106,527     98,832  
                   

Operating costs and expenses

    658,176     684,816     1,263,395     1,243,076  
                   

Operating income

    68,397     77,849     85,936     97,391  

Other expense (income)

                         

Other income

    (4,157 )   (294 )   (8,386 )   (294 )

Interest expense:

                         

Corporate borrowings

    27,989     32,310     57,647     65,483  

Capital and financing lease obligations

    2,486     2,637     5,011     5,308  

Equity in earnings of non-consolidated entities

    (9,597 )   (23,274 )   (4,213 )   (23,820 )

Investment expense (income)

    172     282     (7,685 )   (3,337 )
                   

Total other expense

    16,893     11,661     42,374     43,340  
                   

Earnings from continuing operations before income taxes

    51,504     66,188     43,562     54,051  

Income tax provision

    20,090     4,330     16,990     7,430  
                   

Earnings from continuing operations

    31,414     61,858     26,572     46,621  

Gain (loss) from discontinued operations, net of income taxes

    (21 )   (282 )   313     4,697  
                   

Net earnings

  $ 31,393   $ 61,576   $ 26,885   $ 51,318  
                   
                   

Basic earnings per share:

                         

Earnings from continuing operations

  $ 0.32   $ 0.81   $ 0.27   $ 0.61  

Earnings from discontinued operations

            0.01     0.07  
                   

Basic earnings per share

  $ 0.32   $ 0.81   $ 0.28   $ 0.68  
                   
                   

Average shares outstanding-Basic

    97,506.68     76,000.03     97,505.44     76,000.03  

Diluted earnings per share:

                         

Earnings from continuing operations

  $ 0.32   $ 0.81   $ 0.27   $ 0.61  

Earnings from discontinued operations

            0.01     0.07  
                   

Diluted earnings per share

  $ 0.32   $ 0.81   $ 0.28   $ 0.68  
                   
                   

Average shares outstanding-Diluted

    97,628.12     76,000.03     97,627.55     76,000.03  

Dividends declared per basic and diluted common share

  $ 0.20   $   $ 0.20   $  
                   
                   

   

See Notes to Consolidated Financial Statements.

3


Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 
  Three Months Ended   Six Months Ended  
 
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 
 
  (unaudited)
  (unaudited)
 

Net earnings

  $ 31,393   $ 61,576   $ 26,885   $ 51,318  

Foreign currency translation adjustment, net of tax

    (599 )   331     (433 )   1,965  

Pension and other benefit adjustments:

                         

Amortization of gains included in net periodic benefit costs, net of tax

    (210 )   (19 )   (421 )   (38 )

Amortization of prior service credit included in net periodic benefit costs, net of tax          

    (254 )       (508 )    

Unrealized gains on marketable securities:

                         

Unrealized holding gains arising during the period, net of tax

    1,340     1,147     3,359     3,501  

Less: reclassification adjustment for gains included in investment expense (income), net of tax

    (11 )   (13 )   (15 )   (21 )

Unrealized gains from equity method investees' cash flow hedge:

                         

Unrealized holding gains (losses) arising during the period, net of tax

    (240 )   2,175     (272 )   2,468  

Holding (gains) losses reclassified to equity in earnings of non-consolidated entities, net of tax

    132     (247 )   263     (247 )
                   

Other comprehensive income

    158     3,374     1,973     7,628  
                   

Total comprehensive income

  $ 31,551   $ 64,950   $ 28,858   $ 58,946  
                   
                   

   

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 
  June 30, 2014   December 31, 2013  
 
  (unaudited)
 

ASSETS

             

Current assets:

             

Cash and equivalents

  $ 235,305   $ 546,454  

Receivables, net

    63,550     106,148  

Deferred tax asset

    93,405     110,097  

Other current assets

    82,658     80,824  
           

Total current assets

    474,918     843,523  

Property, net

    1,207,608     1,179,754  

Intangible assets, net

    229,917     234,319  

Goodwill

    2,289,800     2,289,800  

Deferred tax asset

    96,824     96,824  

Other long-term assets

    410,629     402,504  
           

Total assets

  $ 4,709,696   $ 5,046,724  
           
           

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 258,690   $ 268,163  

Accrued expenses and other liabilities

    141,509     170,920  

Deferred revenues and income

    159,944     202,833  

Current maturities of corporate borrowings and capital and financing lease obligations

    22,947     16,080  
           

Total current liabilities

    583,090     657,996  

Corporate borrowings

    1,783,736     2,069,672  

Capital and financing lease obligations

    105,478     109,258  

Exhibitor services agreement

    324,445     329,913  

Other long-term liabilities

    387,049     370,946  
           

Total liabilities

    3,183,798     3,537,785  
           

Commitments and contingencies

             

Class A common stock (temporary equity) ($.01 par value, 173,150 shares issued and 140,466 shares outstanding as of June 30, 2014 and December 31, 2013)

    1,469     1,469  
           

Stockholders' equity:

             

Class A common stock ($.01 par value, 524,173,073 shares authorized; 21,422,808 shares issued and outstanding as of June 30, 2014; 21,412,804 shares issued and outstanding as of December 31, 2013)

    214     214  

Class B common stock ($.01 par value, 75,826,927 shares authorized; 75,826,927 shares issued and outstanding as of June 30, 2014 and December 31, 2013)

    758     758  

Additional paid-in capital

    1,168,829     1,161,152  

Treasury stock, 32,684 shares at cost

    (588 )   (588 )

Accumulated other comprehensive income

    26,177     24,204  

Accumulated earnings

    329,039     321,730  
           

Total stockholders' equity

    1,524,429     1,507,470  
           

Total liabilities and stockholders' equity

  $ 4,709,696   $ 5,046,724  
           
           

   

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
  Six Months Ended  
 
  June 30, 2014   June 30, 2013  
 
  (unaudited)
 

Cash flows from operating activities:

             

Net earnings

  $ 26,885   $ 51,318  

Adjustments to reconcile net earnings to net cash provided by operating activities:

             

Depreciation and amortization

    106,527     98,832  

Gain on extinguishment of debt

    (8,544 )   (422 )

Deferred income taxes

    15,440     5,630  

Theatre and other closure expense

    6,863     3,020  

Gain on dispositions

    (469 )   (4,765 )

Stock-based compensation

    7,668      

Equity in earnings and losses from non-consolidated entities, net of distributions

    6,360     (14,917 )

Landlord contributions

    20,495     6,800  

Change in assets and liabilities:

             

Receivables

    46,142     28,547  

Other assets

    (1,785 )   (5,464 )

Accounts payable

    (22,751 )   38,138  

Accrued expenses and other liabilities

    (88,065 )   (60,649 )

Other, net

    (8,518 )   (12,564 )
           

Net cash provided by operating activities

    106,248     133,504  
           

Cash flows from investing activities:

             

Capital expenditures

    (115,208 )   (104,695 )

Investments in non-consolidated entities, net

    (1,060 )   (2,766 )

Acquisition of Rave theatres

        (1,128 )

Proceeds from the disposition of long-term assets

    9     4,866  

Other, net

    1,540     (4,677 )
           

Net cash used in investing activities

    (114,719 )   (108,400 )
           

Cash flows from financing activities:

             

Proceeds from issuance of Senior Subordinated Notes due 2022

    375,000      

Proceeds from issuance of Term Loan due 2020

        773,063  

Repurchase of Senior Subordinated Notes due 2019

    (639,728 )    

Repayment of Term Loan due 2016

        (464,088 )

Repayment of Term Loan due 2018

        (296,250 )

Payment of initial public offering costs

    (281 )    

Cash used to pay dividends

    (19,489 )    

Deferred financing costs

    (7,874 )   (8,111 )

Principal payments under capital and financing lease obligations

    (3,388 )   (3,064 )

Principal payments under Term Loan

    (3,875 )   (3,939 )

Principal amount of coupon payment under Senior Subordinated Notes due 2020

    (3,052 )    

Payment of construction payables

        (19,404 )
           

Net cash used in financing activities

    (302,687 )   (21,793 )

Effect of exchange rate changes on cash and equivalents

    9     (75 )
           

Net increase (decrease) in cash and equivalents

    (311,149 )   3,236  

Cash and equivalents at beginning of period

    546,454     133,071  
           

Cash and equivalents at end of period

  $ 235,305   $ 136,307  
           
           

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

             

Cash paid during the period for:

             

Interest (net of amounts capitalized of $171 and $273)

  $ 56,631   $ 76,971  

Income taxes, net

    1,875     836  

Schedule of non-cash investing and financing activities:

             

Investment in NCM (See Note 2Investments)

  $ 2,137   $ 26,315  

   

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

        AMC Entertainment Holdings, Inc. ("Holdings"), through its direct and indirect subsidiaries, including AMC Entertainment® Inc. ("AMCE"), American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the "Company" or "AMC"), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres primarily located in the United States.

        Initial Public Offering of Holdings:    On December 23, 2013, Holdings completed its initial public offering ("IPO") of 18,421,053 shares of Class A common stock at a price of $18.00 per share. In connection with the IPO, the underwriters exercised in full their option to purchase an additional 2,631,579 shares of Class A common stock. As a result, the total IPO size was 21,052,632 shares of Class A common stock and the net proceeds to Holdings were $355,299,000 after deducting underwriting discounts and commissions and offering expenses. During the six months ended June 30, 2014, the Company paid the remaining $281,000 in accrued offering expenses. The net IPO proceeds of $355,299,000 were contributed by Holdings to AMCE on December 23, 2013.

        As of June 30, 2014, Dalian Wanda Group Co., Ltd. ("Wanda"), owns approximately 77.86% of Holdings' outstanding common stock and 91.34% of the combined voting power of Holdings' outstanding common stock and has the power to control Holdings' affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company's assets and other extraordinary transactions.

        Wanda Merger:    Prior to the IPO, Wanda acquired Holdings, on August 30, 2012, through a merger between Holdings and Wanda Film Exhibition Co. Ltd. ("Merger Subsidiary"), a wholly owned indirect subsidiary of Wanda, whereby Merger Subsidiary merged with and into Holdings with Holdings continuing as the surviving corporation and as a then wholly owned indirect subsidiary of Wanda (the "Merger").

        Use of Estimates:    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) Theatre and other closure expense, and (5) Gift card and packaged ticket breakage. Actual results could differ from those estimates.

        Principles of Consolidation:    The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company's consolidated subsidiaries; consequently, all of its stockholders' equity, net earnings and comprehensive income for the periods presented are attributable to controlling interests.

        Discontinued Operations:    The results of operations for the Company's discontinued operations have been eliminated from the Company's continuing operations and classified as discontinued operations for each period presented within the Company's Consolidated Statements of Operations.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 1—BASIS OF PRESENTATION (Continued)

During the six months ended June 30, 2013, the Company received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada. The sales price adjustment was related to tax attributes of the theatres sold in Canada, which were not determinable or probable of collection at the date of the sale. The Company completed its tax returns for periods prior to the date of sale during the six months ended June 30, 2013, at which time the buyer was able to determine amounts due pursuant to the sales price adjustment and remit payment to the Company. The Company recorded the additional gain on sale following the guidance for gain contingencies in ASC 450-30-25-1 when the gains were realizable.

        Policy for Consolidated Statements of Cash Flows:    The Company considers the amount recorded for corporate borrowings issued or acquired at a premium above the stated principal balance to be part of the amount borrowed and classifies the related cash inflows and outflows up to but not exceeding the borrowed amount as financing activities in its Consolidated Statements of Cash Flows. For amounts borrowed in excess of the stated principal amount, a portion of the semi-annual coupon payment is considered to be a repayment of the amount borrowed and the remaining portion of the semi-annual coupon payment is an interest payment flowing through operating activities based on the level yield to maturity of the debt.

        Other Income:    The following table sets forth the components of other income:

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Gain on redemption of 8.75% Senior Fixed Rate Notes due 2019

  $ (4,157 ) $   $ (8,386 ) $  

Gain on redemption and modification of Senior Secured Credit Facility

        (240 )       (240 )

Other income

        (54 )       (54 )
                   

Other income

  $ (4,157 ) $ (294 ) $ (8,386 ) $ (294 )
                   
                   

NOTE 2—INVESTMENTS

        Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of June 30, 2014, include a 14.96% interest in National CineMedia, LLC ("NCM"), a 32% interest in AC JV, LLC ("AC JV"), owner of Fathom Events, a 50% interest in two U.S. motion picture theatres and one IMAX screen, a 29% interest in Digital Cinema Implementation Partners, LLC ("DCIP"), and a 50% interest in Open Road Releasing, LLC, operator of Open Road Films, LLC ("Open Road Films"). Indebtedness held by equity method investees is non-recourse to the Company.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 2—INVESTMENTS (Continued)

        RealD Inc. Common Stock.    The Company holds an investment in RealD Inc. common stock, which is accounted for as an equity security, available for sale, and is recorded in the Consolidated Balance Sheets in other long-term assets at fair value (Level 1).

Equity in Earnings (Losses) of Non-Consolidated Entities

        Condensed financial information of the Company's non-consolidated equity method investments for the three months ended June 30, 2014 and June 30, 2013 is shown below:

 
  Three Months Ended June 30, 2014  
(In thousands)
  DCIP   Open Road
Films
  NCM   AC JV   Other   Total  

Revenues

  $ 43,396   $ 49,845   $ 99,900   $ 10,296   $ 7,025   $ 210,462  

Operating costs and expenses

    24,331     51,983     73,500     9,182     6,921     165,917  
                           

Net earnings (loss)

  $ 19,065   $ (2,138 ) $ 26,400   $ 1,114   $ 104   $ 44,545  
                           
                           

 

 
  Three Months Ended June 30, 2013  
(In thousands)
  DCIP   Open Road
Films
  NCM   AC JV   Other   Total  

Revenues

  $ 45,022   $ 36,257   $ 122,800   $   $ 4,070   $ 208,149  

Operating costs and expenses

    42,566     14,479     81,700         3,426     142,171  
                           

Net earnings

  $ 2,456   $ 21,778   $ 41,100   $   $ 644   $ 65,978  
                           
                           

        Condensed financial information of the Company's non-consolidated equity method investments for the six months ended June 30, 2014 and June 30, 2013 is shown below:

 
  Six Months Ended June 30, 2014  
(In thousands)
  DCIP   Open Road
Films
  NCM   AC JV   Other   Total  

Revenues

  $ 86,084   $ 91,483   $ 170,100   $ 16,563   $ 12,628   $ 376,858  

Operating costs and expenses

    61,491     111,001     146,500     14,729     13,181     346,902  
                           

Net earnings (loss)

  $ 24,593   $ (19,518 ) $ 23,600   $ 1,834   $ (553 ) $ 29,956  
                           
                           

 

 
  Six Months Ended June 30, 2013  
(In thousands)
  DCIP   Open Road
Films
  NCM   AC JV   Other   Total  

Revenues

  $ 88,077   $ 101,434   $ 205,000   $   $ 6,936   $ 401,447  

Operating costs and expenses

    73,813     87,334     158,300         6,963     326,410  
                           

Net earnings (loss)

  $ 14,264   $ 14,100   $ 46,700   $   $ (27 ) $ 75,037  
                           
                           

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 2—INVESTMENTS (Continued)

        The components of the Company's recorded equity in earnings (losses) of non-consolidated entities are as follows:

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Digital Cinema Implementation Partners, LLC

  $ 5,898   $ 4,045   $ 9,545   $ 7,827  

Open Road Releasing, LLC

        10,269     (8,080 )   7,050  

National CineMedia, LLC

    3,129     8,577     2,009     8,699  

AC JV, LLC

    356         638      

Other

    214     383     101     244  
                   

The Company's recorded equity in earnings

  $ 9,597   $ 23,274   $ 4,213   $ 23,820  
                   
                   

        DCIP Transactions.    The Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap ($68,000 per system for digital conversions and $41,500 for new build locations). The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years.

        The Company recorded the following transactions with DCIP:

(In thousands)
  June 30, 2014   December 31, 2013  

Due from DCIP for equipment purchases

  $ 939   $ 663  

Deferred rent liability for digital projectors

    9,184     7,747  

 

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Digital equipment rental expense (continuing operations)

  $ 1,085   $ 2,662   $ 4,002   $ 5,369  

        Open Road Films Transactions.    During the three months and six months ended June 30, 2014, the Company suspended equity method accounting for its investment in Open Road Films when the negative investment in Open Road Films reached the Company's capital commitment of $10,000,000. As of June 30, 2014, the Company's share of unrecognized losses in excess of the capital commitment from Open Road Films was $1,680,000.

        The Company recorded the following transactions with Open Road Films:

(In thousands)
  June 30, 2014   December 31, 2013  

Due from Open Road Films

  $ 1,666   $ 2,658  

Film rent payable to Open Road Films

    1,305     1,959  

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 2—INVESTMENTS (Continued)


 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Gross film exhibition cost on Open Road Films

  $ 3,400   $ 1,600   $ 9,100   $ 8,700  

        NCM Transactions.    As of June 30, 2014, the Company owns 19,194,501 common membership units, or a 14.96% interest, in NCM. The estimated fair market value of the units in NCM was approximately $336,096,000, based on the publically quoted price per share of NCM, Inc. on June 30, 2014 of $17.51 per share.

        On May 5, 2014, NCM, Inc., the sole manager of NCM, announced that it has entered into an agreement to acquire Screenvision, LLC for $375,000,000, consisting of cash and NCM, Inc. common stock. Consummation of the transaction is subject to regulatory approvals and other customary closing conditions.

        The Company recorded the following transactions with NCM:

(In thousands)
  June 30, 2014   December 31, 2013  

Due from NCM for on-screen advertising revenue

  $ 2,513   $ 2,266  

Due to NCM for Exhibitor Services Agreement

    2,287     2,429  

 

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Net NCM screen advertising revenues

  $ 8,744   $ 8,495   $ 17,372   $ 16,572  

NCM beverage advertising expense

    3,281     3,773     6,190     6,721  

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 2—INVESTMENTS (Continued)

        The Company recorded the following changes in the carrying amount of its investment in NCM and equity in earnings of NCM during the six months ended June 30, 2014:

(In thousands)
  Investment
in NCM(1)
  Exhibitor
Services
Agreement(2)
  Other
Comprehensive
(Income)
  Cash
Received
(Paid)
  Equity
in (Earnings)
Loss
  Advertising
(Revenue)
 

Ending balance December 31, 2013

  $ 272,407   $ (329,913 ) $ (2,282 )                  

Receipt of common units(3)

    2,137     (2,137 )                      

Receipt of excess cash distributions

    (10,401 )         $ 10,401   $   $  

Amortization of deferred revenue

        7,605                 (7,605 )

Unrealized gain from cash flow hedge

    755         (755 )            

Equity in earnings(4)

    3,576                 (3,576 )    

Equity in loss from amortization of basis difference(5)

    (1,567 )               1,567      
                           

For the period ended or balance as of June 30, 2014

  $ 266,907   $ (324,445 ) $ (3,037 ) $ 10,401   $ (2,009 ) $ (7,605 )
                           
                           

(1)
As of the date of the Merger, August 30, 2012, the Company's investment in NCM consisted of a single investment tranche (Tranche 1 Investment) consisting of 17,323,782 membership units recorded at fair value (Level 1). Subsequent membership units received as provided under the Common Unit Adjustment Agreement dated as of February 13, 2007, are recorded in a separate tranche, (Tranche 2 Investments).

(2)
Represents the unamortized portion of the Exhibitor Services Agreement ("ESA") with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues).

(3)
In March 2014, the Company received 141,731 membership units recorded at a fair value of $15.08 per unit with a corresponding credit to the ESA.

(4)
Represents percentage of ownership equity in earnings on both Tranche 1 and Tranche 2 Investments.

(5)
Certain differences between the Company's carrying value and the Company's share of NCM's membership equity have been identified and are amortized to equity in earnings over the respective lives of the assets and liabilities.

        During the six months ended June 30, 2014 and June 30, 2013, the Company received payments of $8,045,000 and $3,677,000, respectively, related to the NCM tax receivable agreement. The receipts are recorded in investment expense (income) net of related amortization for the NCM tax receivable agreement intangible asset.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 2—INVESTMENTS (Continued)

        AC JV Transactions.    In December 2013, NCM spun-off its Fathom Events business to AC JV, a newly formed limited liability company.

        The Company recorded the following transactions with AC JV:

(In thousands)
  June 30, 2014   December 31, 2013  

Due to AC JV for Fathom Events programming

  $ 57   $  

 

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013   June 30, 2014   June 30, 2013  

Gross exhibition cost on Fathom Events programming

  $ 1,559   $   $ 2,515   $  

NOTE 3—CORPORATE BORROWINGS

        A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows:

(In thousands)
  June 30, 2014   December 31, 2013  

Senior Secured Credit Facility-Term Loan due 2020 (3.50% as of June 30, 2014)

  $ 763,759   $ 767,502  

5% Promissory Note payable to NCM due 2019

    8,333     8,333  

8.75% Senior Fixed Rate Notes due 2019

        647,666  

9.75% Senior Subordinated Notes due 2020

    652,258     655,310  

5.875% Senior Subordinated Notes due 2022

    375,000      

Capital and financing lease obligations, 8.25% - 11%

    112,811     116,199  
           

    1,912,161     2,195,010  

Less: current maturities

    (22,947 )   (16,080 )
           

  $ 1,889,214   $ 2,178,930  
           
           

AMCE's Notes due 2019

        On January 15, 2014, AMCE launched a cash tender offer and consent solicitation for any and all of its outstanding 8.75% Senior Fixed Rate Notes due 2019 ("Notes due 2019") at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered and accepted by AMCE on or before the consent payment deadline on January 29, 2014 at 5:00 p.m. New York City time (the "Consent Date"). Holders of $463,950,000, or approximately 77.33%, of the Notes due 2019 validly tendered (or defective tender waived by AMCE) and did not withdraw their Notes due 2019 prior to the expiration of the Consent Date. An additional $14,000 of Notes due 2019 was tendered from the Consent Date to the expiration date of the tender offer. The consents received exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes due 2019 were issued.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 3—CORPORATE BORROWINGS (Continued)

        On February 7, 2014, AMCE amended the indenture governing the Notes due 2019 to eliminate substantially all of the restrictive covenants and certain events of default and other related provisions. On February 7, 2014, AMCE accepted for purchase $463,950,000 aggregate principal amount, plus accrued and unpaid interest of the Notes due 2019, at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered (or defective tender waived by AMCE), and, on February 14, 2014, AMCE accepted for purchase the additional $14,000 of Notes due 2019 tendered after the Consent Date, plus accrued and unpaid interest, at a purchase price of $1,038.75 for each $1,000 principal amount of Notes due 2019 validly tendered.

        On April 22, 2014, AMCE gave notice for redemption of all outstanding Notes due 2019 on a redemption date of June 1, 2014 (the "Redemption Date") at a redemption price of 104.375% of the principal amount together with accrued and unpaid interest to the Redemption Date. The aggregate principal amount of the Notes due 2019 outstanding on April 22, 2014 was $136,036,000. AMCE completed the redemption of all of its outstanding Notes due 2019 on June 2, 2014.

        The Company recorded a gain on extinguishment related to the redemption of the Notes due 2019 of approximately $4,161,000 in other income, partially offset by other expenses of $4,000 during the three months ended June 30, 2014. The Company recorded a gain on extinguishment related to the cash tender offer and redemption of the Notes due 2019 of approximately $8,544,000 in other income, partially offset by other expenses of $158,000 during the six months ended June 30, 2014.

AMCE's Notes due 2022

        On February 7, 2014, AMCE completed an offering of $375,000,000 aggregate principal amount of its Senior Subordinated Notes due 2022 (the "Notes due 2022") in a private offering. The Notes due 2022 mature on February 15, 2022. AMCE will pay interest on the Notes due 2022 at 5.875% per annum, semi-annually in arrears on February 15th and August 15th, commencing on August 15, 2014. AMCE may redeem some or all of the Notes due 2022 at any time on or after February 15, 2017 at 104.406% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after February 15, 2020, plus accrued and unpaid interest to the redemption date. Prior to February 15, 2017, AMCE may redeem the Notes due 2022 at par plus a make-whole premium. AMCE used the net proceeds from the Notes due 2022 private offering, together with a portion of the net proceeds from the Holdings' IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses.

        The Notes due 2022 are general unsecured senior subordinated obligations of AMCE and are fully and unconditionally guaranteed on a joint and several unsecured senior subordinated basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. The Notes due 2022 are not guaranteed by Holdings.

        The indenture governing the Notes due 2022 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 3—CORPORATE BORROWINGS (Continued)

        On February 7, 2014, in connection with the issuance of the Notes due 2022, AMCE entered into a registration rights agreement. Subject to the terms of the registration rights agreement, AMCE filed a registration statement on April 1, 2014 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2022 for exchange Notes due 2022 registered pursuant to an effective registration statement; the registration statement was declared effective on April 9, 2014, and AMCE commenced the exchange offer. The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. The exchange offer expired at 5:00 p.m., New York City time, on May 9, 2014, with all original Notes due 2022 exchanged.

Financial Covenants

        Each indenture relating to AMCE's notes (Notes due 2022 and 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020")) allows it to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows AMCE to incur any amount of additional debt as long as it can satisfy the coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the indenture for the Notes due 2020 (AMCE's most restrictive indenture), at June 30, 2014 AMCE could borrow approximately $1,852,400,000 (assuming an interest rate of 6.0% per annum on the additional indebtedness) in addition to specified permitted indebtedness. If AMCE cannot satisfy the coverage ratios of the indentures, generally it can borrow an additional amount under its Senior Secured Credit Facility. The indentures also contain restrictions on AMCE's ability to make distributions to Holdings. Under the most restrictive provision set forth in the note indenture for the Notes due 2020, as of June 30, 2014, the amount of loans and dividends which AMCE could make to Holdings could not exceed approximately $631,801,000 in the aggregate.

        As of June 30, 2014, AMCE was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Notes due 2020, and the Notes due 2022.

NOTE 4—STOCKHOLDERS' EQUITY

Common Stock Rights and Privileges

        On December 17, 2013, Holdings reclassified each share of its existing Class A common stock and Class N common stock by filing an amendment to its certificate of incorporation. Pursuant to the reclassification, which substantively resulted in a stock split, each holder of shares of existing Class A common stock received 49.514 shares of Class B common stock for one share of existing Class A common stock, and each holder of shares of Class N common stock received 49.514 shares of new Class A common stock for one share of Class N common stock.

        The rights of the holders of Holdings' Class A common stock and Holdings' Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings' Class A common stock are entitled to one vote per share and holders of Holdings' Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 4—STOCKHOLDERS' EQUITY (Continued)

held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings' capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings' certificate of incorporation.

Dividends

        On April 25, 2014, Holdings' Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on June 16, 2014 to stockholders of record on June 6, 2014. Holdings paid dividends and dividend equivalents of $19,489,000 during the six months ended June 30, 2014 and accrued $87,000 for the remaining unpaid dividends at June 30, 2014.

Related Party Transaction

        As of June 30, 2014, the Company recorded a receivable due from Wanda of $1,058,000 for reimbursement of general administrative and other expense incurred on behalf of Wanda.

Temporary Equity

        Certain members of management have the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders agreement. Beginning on January 1, 2016 (or upon the termination of a management stockholder's employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder's death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock, subject to the stockholder agreement, are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda at the date of the Merger.

Stock-Based Compensation

        Holdings adopted a stock-based compensation plan in December of 2013.

        The Company has recorded stock-based compensation expense of $1,311,000 and $0 within general and administrative: other during the three months ended June 30, 2014 and June 30, 2013, respectively, and $7,668,000 and $0 during the six months ended June 30, 2014 and June 30, 2013, respectively. The Company's financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $7,668,000 during the six months ended June 30, 2014. As of June 30, 2014, there was approximately $2,522,000 of total estimated unrecognized compensation cost, assuming attainment of

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 4—STOCKHOLDERS' EQUITY (Continued)

the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized during the remainder of calendar 2014.

2013 Equity Incentive Plan

        The 2013 Equity Incentive Plan provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units, stock awards, and cash performance awards. The maximum number of shares of Holdings' common stock available for delivery pursuant to awards granted under the 2013 Equity Incentive Plan is 9,474,000 shares. At June 30, 2014, the aggregate number of shares of Holdings' common stock remaining available for grant was 8,609,853 shares.

Awards Granted in 2014

        Holdings' Board of Directors approved awards of stock, restricted stock units ("RSUs"), and performance stock units ("PSUs") to certain of the Company's employees and directors under the 2013 Equity Incentive Plan. The fair value of the stock at the grant dates of January 2, 2014, May 12, 2014, and June 25, 2014 was $20.18, $21.61, and $24.44 per share, respectively, and was based on the closing price of Holdings' stock. The award agreements generally had the following features:

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 4—STOCKHOLDERS' EQUITY (Continued)

        The following table represents the RSU and PSU activity for the six months ended June 30, 2014:

 
  Shares of
RSU
and PSU
  Weighted
Average
Grant Date
Fair Value
 

Beginning balance at January 1, 2014

      $  

Granted(1)

    494,980     20.22  

Vested

    (118,849 )   20.26  

Forfeited

    (1,009 )   20.18  
           

Nonvested at June 30, 2014

    375,122   $ 20.21  
           
           

(1)
The number of shares granted under the PSU award, assumes Holdings will attain a performance target of 100%. The PSUs will vest ratably based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%.

NOTE 5—INCOME TAXES

        The Company's effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 5—INCOME TAXES (Continued)

the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions.

        The effective tax rate from continuing operations for the six months ended June 30, 2014 and June 30, 2013 was 39.0% and 13.7%, respectively. The Company's tax rate for the six months ended June 30, 2014 differs from the statutory tax rate primarily due to state income taxes. The Company's tax rates for the six months ended June 30, 2013 differ from the statutory tax rate primarily due to the valuation allowance corresponding to the deferred income tax realized with the Company's assessment that realization of its remaining deferred tax assets was unlikely, partially offset by state income taxes. The Company released its valuation allowance against its deferred tax assets at December 31, 2013.

NOTE 6—FAIR VALUE MEASUREMENTS

        Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Level 1:   Quoted market prices in active markets for identical assets or liabilities.

Level 2:

 

Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3:

 

Unobservable inputs that are not corroborated by market data.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 6—FAIR VALUE MEASUREMENTS (Continued)

        Recurring Fair Value Measurements.    The following table summarizes the fair value hierarchy of the Company's financial assets carried at fair value on a recurring basis as of June 30, 2014:

 
   
  Fair Value Measurements at June 30, 2014 Using  
(In thousands)
  Total Carrying
Value at
June 30, 2014
  Quoted prices in
active market
(Level 1)
  Significant other
observable inputs
(Level 2)
  Significant
unobservable inputs
(Level 3)
 

Other long-term assets:

                         

Money market mutual funds

  $ 201   $ 201   $   $  

Equity securities, available-for-sale:

                         

RealD Inc. common stock

    15,603     15,603          

Mutual fund large U.S. equity

    2,906     2,906          

Mutual fund small/mid U.S. equity

    1,468     1,468          

Mutual fund international

    791     791          

Mutual fund balance

    762     762          

Mutual fund fixed income

    485     485          
                   

Total assets at fair value

  $ 22,216   $ 22,216   $   $  
                   
                   

        Valuation Techniques.    The Company's money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available-for-sale, primarily consist of common stock and mutual funds invested in equity, fixed income, and international funds and are measured at fair value using quoted market prices. See Note 8Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income.

        Other Fair Value Measurement Disclosures.    The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:

 
   
  Fair Value Measurements at June 30, 2014 Using  
(In thousands)
  Total Carrying
Value at
June 30, 2014
  Quoted prices in
active market
(Level 1)
  Significant other
observable inputs
(Level 2)
  Significant
unobservable inputs
(Level 3)
 

Current maturities of corporate borrowings

  $ 15,614   $   $ 14,566   $ 1,389  

Corporate borrowings

    1,783,736         1,825,742     6,944  

        Valuation Technique.    Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Level 3 fair value measurement represents the transaction price of the corporate borrowings under market conditions.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 7—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

        A rollforward of reserves for theatre and other closure and disposition of assets is as follows:

 
  Six Months Ended  
(In thousands)
  June 30, 2014   June 30, 2013  

Beginning balance

  $ 55,163   $ 61,344  

Theatre and other closure expense

    6,863     3,020  

Transfer of assets and liabilities

    2,439     (54 )

Foreign currency translation adjustment

    538     (1,404 )

Cash payments

    (5,794 )   (5,716 )
           

Ending balance

  $ 59,209   $ 57,190  
           
           

        The current portion of the ending balance totaling $8,308,000 is included with accrued expenses and other liabilities and the long-term portion of the ending balance totaling $50,901,000 is included with other long-term liabilities in the accompanying Consolidated Balance Sheets. Theatre and other closure reserves for leases that have not been terminated are recorded at the present value of the future contractual commitments for the base rents, taxes and maintenance.

        During the three months ended June 30, 2014 and the three months ended June 30, 2013, the Company recognized theatre and other closure expense of $5,498,000 and $1,582,000, respectively, and during the six months ended June 30, 2014 and the six months ended June 30, 2013, the Company recognized theatre and other closure expense of $6,863,000 and $3,020,000, respectively. The increase in theatre and other closure expense during the six months ended June 30, 2014 was primarily due to the permanent closure of one theatre with 13 screens in Canada in May 2014. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 8—ACCUMULATED OTHER COMPREHENSIVE INCOME

        The following tables present the changes in accumulated other comprehensive income by component:

(In thousands)
  Foreign
Currency
  Pension and
Other Benefits
(recorded in
General &
Administrative:
Other)
  Unrealized Gains
on Marketable
Securities
(recorded in
Investment
Expense (Income))
  Unrealized Gains
from Equity
Method Investees'
Cash Flow Hedge
(recorded in Equity
in Earnings of
Non-consolidated
Entities)
  Total  

Balance, December 31, 2013

  $ (351 ) $ 20,967   $ 1,216   $ 2,372   $ 24,204  
                       

Other comprehensive income before reclassifications

    (433 )       3,359     (272 )   2,654  

Amounts reclassified from accumulated other comprehensive income

        (929 )   (15 )   263     (681 )
                       

Net other comprehensive income (loss)

    (433 )   (929 )   3,344     (9 )   1,973  
                       

Balance, June 30, 2014

  $ (784 ) $ 20,038   $ 4,560   $ 2,363   $ 26,177  
                       

Allocated tax (expense) benefit 2014

  $ 277   $ 594   $ (2,138 ) $ 6   $ (1,261 )
                       
                       

 

(In thousands)
  Foreign
Currency
  Pension and
Other Benefits
(recorded in
General &
Administrative:
Other)
  Unrealized Gains
on Marketable
Securities
(recorded in
Investment
Expense (Income))
  Unrealized Gains
from Equity
Method Investees'
Cash Flow Hedge
(recorded in Equity
in Earnings of
Non-consolidated
Entities)
  Total  

Balance, December 31, 2012

  $ (530 ) $ 7,264   $ 1,913   $ 797   $ 9,444  
                       

Other comprehensive income before reclassifications

    1,965         3,501     2,468     7,934  

Amounts reclassified from accumulated other comprehensive income

        (38 )   (21 )   (247 )   (306 )
                       

Net other comprehensive income (loss)

    1,965     (38 )   3,480     2,221     7,628  
                       

Balance, June 30, 2013

  $ 1,435   $ 7,226   $ 5,393   $ 3,018   $ 17,072  
                       

Allocated tax expense 2013

  $   $   $   $   $  
                       
                       

NOTE 9—EMPLOYEE BENEFIT PLANS

        The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 9—EMPLOYEE BENEFIT PLANS (Continued)

year ending thereafter, and who were not covered by a collective bargaining agreement. The Company also offers eligible retirees the opportunity to participate in a health plan. Certain employees are eligible for subsidized postretirement medical benefits. The eligibility for these benefits is based upon a participant's age and service as of January 1, 2009. The Company also sponsors a postretirement deferred compensation plan.

        The Company expects to make pension contributions of approximately $3,092,000 during 2014.

        Net periodic benefit cost recognized for the plans during the three months ended June 30, 2014 and the three months ended June 30, 2013 consists of the following:

 
  Pension Benefits   Other Benefits  
(In thousands)
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 

Components of net periodic benefit cost:

                         

Service cost

  $   $ 45   $ 9   $ 48  

Interest cost

    1,152     1,128     53     218  

Expected return on plan assets

    (1,307 )   (1,176 )        

Amortization of net gain

    (258 )       (87 )   (19 )

Amortization of prior service credit

            (416 )    
                   

Net periodic benefit cost (credit)

  $ (413 ) $ (3 ) $ (441 ) $ 247  
                   
                   

        Net periodic benefit cost recognized for the plans during the six months ended June 30, 2014 and the six months ended June 30, 2013 consists of the following:

 
  Pension Benefits   Other Benefits  
(In thousands)
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 

Components of net periodic benefit cost:

                         

Service cost

  $   $ 90   $ 18   $ 97  

Interest cost

    2,304     2,256     106     435  

Expected return on plan assets

    (2,614 )   (2,353 )        

Amortization of net gain

    (517 )       (174 )   (38 )

Amortization of prior service credit

            (832 )    
                   

Net periodic benefit cost (credit)

  $ (827 ) $ (7 ) $ (882 ) $ 494  
                   
                   

NOTE 10—COMMITMENTS AND CONTINGENCIES

        The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 10—COMMITMENTS AND CONTINGENCIES (Continued)

additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such other matters, individually and in the aggregate, will not have a material adverse effect on the Company's financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes could occur. An unfavorable outcome could include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

NOTE 11—NEW ACCOUNTING PRONOUNCEMENTS

        In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-12, Compensation-Stock Compensation (Topic 718), ("ASU 2014-12"). This update is intended to resolve the diverse accounting treatment of share-based awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company expects to apply the amendments prospectively to all awards granted or modified after the effective date and expects to adopt ASU 2014-12 as of the beginning of 2016. The Company does not anticipate the adoption of ASU 2014-12 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

        In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

        In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, ("ASU 2014-08"). This amendment changes the requirements for reporting discontinued operations and includes enhanced disclosures about discontinued operations. Under the amendment, only those disposals of components of an entity that represent a strategic shift that has a major effect on an entity's operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective prospectively for annual periods beginning on or after December 15, 2014, and interim reporting periods within those years. Early adoption is permitted. The Company expects to adopt ASU 2014-08 as of the beginning of 2015 and it does not anticipate the adoption of ASU 2014-08 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 11—NEW ACCOUNTING PRONOUNCEMENTS (Continued)

        In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830)—Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, ("ASU 2013-05"). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in ASC 830-30 to release any related cumulative translation adjustment into net earnings. Accordingly, the cumulative translation adjustment should be released into net earnings only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted as of the beginning of the entity's fiscal year. The Company adopted ASU 2013-05 as of the beginning of 2014 and the adoption of ASU 2013-05 did not have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

NOTE 12—EARNINGS PER SHARE

        Basic earnings per share is computed by dividing net earnings from continuing operations by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of contingently issuable RSUs and PSUs, if dilutive.

        The following table sets forth the computation of basic and diluted earnings from continuing operations per common share:

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 

Numerator:

                         

Earnings from continuing operations

  $ 31,414   $ 61,858   $ 26,572   $ 46,621  
                   
                   

Denominator (shares in thousands):

                         

Weighted average shares for basic earnings per common share

    97,506.68     76,000.03     97,505.44     76,000.03  

Common equivalent shares for restricted stock units

    121.44         122.11      
                   

Shares for diluted earnings per common share

    97,628.12     76,000.03     97,627.55     76,000.03  
                   
                   

Basic earnings from continuing operations per common share

  $ 0.32   $ 0.81   $ 0.27   $ 0.61  
                   
                   

Diluted earnings from continuing operations per common share

  $ 0.32   $ 0.81   $ 0.27   $ 0.61  
                   
                   

        Vested RSUs have dividend rights identical to the Company's Class A and Class B common stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2014

(Unaudited)

NOTE 12—EARNINGS PER SHARE (Continued)

Unvested RSUs and unvested PSUs are subject to performance conditions and are included in diluted earnings per share, if dilutive, using the treasury stock method based on the number of shares, if any, that would be issuable under the terms of the Company's 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period.

NOTE 13—SUBSEQUENT EVENT

        On July 29, 2014, Holdings' Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on September 15, 2014 to stockholders of record on September 5, 2014.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

        In addition to historical information, this Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." The words "forecast," "estimate," "project," "intend," "expect," "should," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations of AMC Entertainment Holdings, Inc.," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

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        This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty.

        Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties, see Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013 and our other public filings.

        All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

        We are one of the world's leading theatrical exhibition companies and an industry leader in innovation and operational excellence. Our Theatrical Exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales. The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from our AMC Stubs™ customer frequency membership program, rental of theatre auditoriums, income from gift card and packaged tickets sales, on-line ticketing fees and arcade games located in theatre lobbies. As of June 30, 2014, we owned, operated or had interests in 342 theatres and 4,968 screens.

        During the six months ended June 30, 2014, we opened one newly built theatre with 12 screens, acquired 12 screens in the U.S., permanently closed two theatres with 13 screens in the U.S., permanently closed one theatre with 13 screens in Canada and temporarily closed 158 screens and reopened 152 screens in the U.S. to implement our strategy and install consumer experience upgrades.

        Box office admissions are our largest source of revenue. We predominantly license "first-run" films from distributors owned by major film production companies and from independent distributors. We license films on a film-by-film and theatre-by-theatre basis. Film exhibition costs are accrued based on the applicable admissions revenues and estimates of the final settlement pursuant to our film licenses. Licenses that we enter into typically state that rental fees are based on aggregate terms established prior to the opening of the picture. In certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement upon the conclusion of the picture. Under an aggregate terms formula, we pay the distributor a specified percentage of box office gross or pay based on a scale of percentages tied to different amounts of box office gross. The settlement process allows for negotiation based upon how a film actually performs.

        Recliner re-seats are the key feature of full theatre renovations. These exhaustive theatre renovations involve stripping theatres to their basic structure in order to replace finishes throughout, upgrade the sight and sound experience, install modernized points of sale and, most importantly, replace traditional theatre seats with plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button. The renovation process typically involves losing up to two-thirds of a given auditoriums seating capacity. For an industry historically focused on quantity, this reduction in seating capacity could be viewed as counter-intuitive and harmful to revenues. However, the quality improvement in the customer experience is driving, on average, a 74% increase in attendance at these locations. Our customers have responded favorably to the significant personal space gains from ample row depths, ability to recline or stretch their legs, extra-wide pillowed chaise and oversized armrests. The reseated theatres attract more midweek audiences than normal theatres and tend to draw more adults who pay higher ticket prices than teens or young children. We typically do

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not change ticket prices in the first year after construction, however, in subsequent years we typically increase our ticket prices at our reseated theatres.

        Technical innovation has allowed us to enhance the consumer experience through premium formats such as IMAX, 3D and other large screen formats. When combined with our major markets' customer base, the operating flexibility of digital technology enhances our capacity utilization and dynamic pricing capabilities. This enables us to achieve higher ticket prices for premium formats and provide incremental revenue from the exhibition of alternative content such as live concerts, sporting events, Broadway shows, opera and other non-traditional programming. Within each of our major markets, we are able to charge a premium for these services relative to our smaller markets. We will continue to broaden our content offerings and enhance the customer experience through the installation of additional IMAX and AMC Prime (our proprietary large screen format) screens and the presentation of attractive alternative content.

        Food and beverage sales are our second largest source of revenue after box office admissions. Food and beverage items traditionally include popcorn, soft drinks, candy and hot dogs. Different varieties of food and beverage items are offered at our theatres based on preferences in the particular geographic region. Our traditional food and beverage strategy emphasizes prominent and appealing food and beverage counters designed for rapid service and efficiency, including a customer friendly self-serve experience. We design our theatres to have more food and beverage capacity to make it easier to serve larger numbers of customers. Strategic placement of large food and beverage stands within theatres increases their visibility, aids in reducing the length of lines, allows flexibility to introduce new concepts and improves traffic flow around the food and beverage stands.

        To address recent consumer trends, we are expanding our menu of enhanced food and beverage products to include made-to-order drinks and meals, customized coffee, healthy snacks, premium beers, wine and mixed drinks and other gourmet products. We plan to invest across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage design improvements to the development of new dine-in theatre options to rejuvenate theatres approaching the end of their useful lives as traditional movie theatres and, in some of our larger theatres, to more efficiently monetize attendance. The costs of these conversions in some cases are partially covered by investments from the theatre landlord. Building on the success of our full-service Dine-In Theatres, we have completed construction of a new concept, AMC Red Kitchen, which emphasizes freshness, speed and convenience. Customers place their orders at a central station and the order is delivered to our customers at their reserved seat. As of June 30, 2014, we have successfully implemented our dine-in theatre concepts at 15 locations, which feature full kitchen facilities, seat-side servers and a separate bar and lounge area.

        Our revenues are dependent upon the timing and popularity of film releases by distributors. The most marketable films are usually released during the summer and the calendar year-end holiday seasons. Therefore, our business is highly seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of operations may vary significantly from quarter to quarter and from year to year.

        During the 2013 calendar year, films licensed from our seven largest distributors based on revenues accounted for approximately 85% of our U.S. admissions revenues. Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor's films in any given year.

        During the period from 1990 to 2013, the annual number of first-run films released by distributors in the United States ranged from a low of 370 in 1995 to a high of 677 in 2012, according to Motion Picture Association of America 2013 Theatrical Market Statistics and prior reports. The number of digital 3D films released annually increased to a high of 45 in 2013 from a low of 0 during this same time period.

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        We continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions, substantial upgrades to seating concepts, expansion of food and beverage offerings, including dine-in theatres, and by disposing of older screens through closures and sales. We are an industry leader in the development and operation of theatres. Typically, our theatres have 12 or more screens and offer amenities to enhance the movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and premium seat design.

        As of June 30, 2014, we had 2,248 3D enabled screens, including AMC Prime and ETX 3D enabled screens, and 148 IMAX 3D enabled screens; approximately 48.2% of our screens were 3D enabled screens, including IMAX 3D enabled screens, and approximately 3.0% of our screens were IMAX 3D enabled screens. We are the largest IMAX exhibitor in the world with a 45% market share in the United States and each of our IMAX local installations is protected by geographic exclusivity.

        On April 1, 2011, we fully launched AMC Stubs, a customer frequency program, which allows members to earn rewards, including $10 for each $100 spent, redeemable on future purchases at AMC locations. The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Rewards must be redeemed no later than 90 days from the date of issuance. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Rewards not redeemed within 90 days are forfeited and recognized as admissions or food and beverage revenues. Progress rewards (member expenditures toward earned rewards) for expired memberships are forfeited upon expiration of the membership and recognized as admissions or food and beverage revenues. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period.

        The following tables reflect AMC Stubs activity during the three month period and six month period ended June 30, 2014:

 
   
   
  AMC Stubs Revenue for Three Months
Ended June 30, 2014
 
(In thousands)
  Deferred
Membership
Fees
  Deferred
Rewards
  Other Theatre
Revenues
(Membership
Fees)
  Admissions
Revenues
  Food and
Beverage
Revenues
 

Balance, March 31, 2014

  $ 12,160   $ 16,977                    

Membership fees received

    7,457       $   $   $  

Rewards accumulated, net of expirations:

                               

Admissions

        5,121         (5,121 )    

Food and beverage

        8,435             (8,435 )

Rewards redeemed:

                               

Admissions

        (4,937 )       4,937      

Food and beverage

        (7,999 )           7,999  

Amortization of deferred revenue

    (7,010 )       7,010          
                       

For the period ended or balance as of June 30, 2014

  $ 12,607   $ 17,597   $ 7,010   $ (184 ) $ (436 )
                       
                       

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  AMC Stubs Revenue for Six Months
Ended June 30, 2014
 
(In thousands)
  Deferred
Membership
Fees
  Deferred
Rewards
  Other Theatre
Revenues
(Membership
Fees)
  Admissions
Revenues
  Food and
Beverage
Revenues
 

Balance, December 31, 2013

  $ 14,258   $ 17,117                    

Membership fees received

    12,352       $   $   $  

Rewards accumulated, net of expirations:

                               

Admissions

        9,137         (9,137 )    

Food and beverage

        15,294             (15,294 )

Rewards redeemed:

                               

Admissions

        (9,460 )       9,460      

Food and beverage

        (14,491 )           14,491  

Amortization of deferred revenue

    (14,003 )       14,003          
                       

For the period ended or balance as of June 30, 2014

  $ 12,607   $ 17,597   $ 14,003   $ 323   $ (803 )
                       
                       

        The following table reflects AMC Stubs activity during the three month period and six month period ended June 30, 2013:

 
   
   
  AMC Stubs Revenue for Three Months Ended June 30, 2013  
(In thousands)
  Deferred
Membership
Fees
  Deferred
Rewards
  Other Theatre
Revenues
(Membership
Fees)
  Admissions
Revenues
  Food and
Beverage
Revenues
 

Balance, March 31, 2013

  $ 9,827   $ 13,521                    

Membership fees received

    6,996       $   $   $  

Rewards accumulated, net of expirations:

                               

Admissions

        3,869         (3,869 )    

Food and beverage

        9,362             (9,362 )

Rewards redeemed:

                               

Admissions

        (3,469 )       3,469      

Food and beverage

        (8,384 )           8,384  

Amortization of deferred revenue

    (5,077 )       5,077          
                       

For the period ended or balance as of June 30, 2013

  $ 11,746   $ 14,899   $ 5,077   $ (400 ) $ (978 )
                       
                       

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  AMC Stubs Revenue for Six Months Ended June 30, 2013  
(In thousands)
  Deferred
Membership
Fees
  Deferred
Rewards
  Other Theatre
Revenues
(Membership
Fees)
  Admissions
Revenues
  Food and
Beverage
Revenues
 

Balance, December 31, 2012

  $ 10,596   $ 15,819                    

Membership fees received

    12,002       $   $   $  

Rewards accumulated, net of expirations:

                               

Admissions

        4,171         (4,171 )    

Food and beverage

        15,286             (15,286 )

Rewards redeemed:

                               

Admissions

        (6,259 )       6,259      

Food and beverage

        (14,118 )           14,118  

Amortization of deferred revenue

    (10,852 )       10,852          
                       

For the period ended or balance as of June 30, 2013

  $ 11,746   $ 14,899   $ 10,852   $ 2,088   $ (1,168 )
                       
                       

Significant and Subsequent Events

        On January 15, 2014, AMC Entertainment Inc. ("AMCE") launched a cash tender offer and consent solicitation for any and all of its outstanding 8.75% Senior Fixed Rate Notes due 2019 ("Notes due 2019") at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered and accepted by AMCE on or before the consent payment deadline on January 29, 2014 at 5:00 p.m. New York City time (the "Consent Date"). Holders of $463,950,000, or approximately 77.33%, of the Notes due 2019 validly tendered (or defective tender waived by AMCE) and did not withdraw their Notes due 2019 prior to the expiration of the Consent Date. An additional $14,000 of Notes due 2019 was tendered from the Consent Date to the expiration date of the tender offer. The consents received exceeded the amount needed to approve the proposed amendments to the indenture under which the Notes due 2019 were issued. On February 7, 2014, AMCE amended the indenture governing the Notes due 2019 to eliminate substantially all of the restrictive covenants and certain events of default and other related provisions. On February 7, 2014, AMCE accepted for purchase $463,950,000 aggregate principal amount, plus accrued and unpaid interest of the Notes due 2019, at a purchase price of $1,038.75 plus a $30.00 consent fee for each $1,000 principal amount of Notes due 2019 validly tendered (or defective tender waived by AMCE), and, on February 14, 2014, AMCE accepted for purchase the additional $14,000 of Notes due 2019 tendered after the Consent Date, plus accrued and unpaid interest, at a purchase price of $1,038.75 for each $1,000 principal amount of Notes due 2019 validly tendered. On April 22, 2014, AMCE gave notice for redemption of all outstanding Notes due 2019 on a redemption date of June 1, 2014 (the "Redemption Date") at a redemption price of 104.375% of the principal amount together with accrued and unpaid interest to the Redemption Date. The aggregate principal amount of the Notes due 2019 outstanding on April 22, 2014 was $136,036,000. AMCE completed the redemption of all of its outstanding Notes due 2019 on June 2, 2014. We recorded a gain on extinguishment related to the cash tender offer and redemption of the Notes due 2019 of approximately $8,544,000 in other income, partially offset by other expenses of $158,000 during the six months ended June 30, 2014.

        On February 7, 2014, AMCE completed an offering of $375,000,000 aggregate principal amount of its Senior Subordinated Notes due 2022 (the "Notes due 2022") in a private offering. The Notes due 2022 mature on February 15, 2022. AMCE will pay interest on the Notes due 2022 at 5.875% per annum, semi-annually in arrears on February 15th and August 15th, commencing on August 15, 2014. AMCE may redeem some or all of the Notes due 2022 at any time on or after February 15, 2017 at 104.406% of the principal amount thereof, declining ratably to 100% of the principal amount thereof

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on or after February 15, 2020, plus accrued and unpaid interest to the redemption date. Prior to February 15, 2017, AMCE may redeem the Notes due 2022 at par plus a make-whole premium. AMCE used the net proceeds from the Notes due 2022 private offering, together with a portion of the net proceeds from the Holdings' IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses.

        On February 7, 2014, in connection with the issuance of its Senior Subordinated Notes due 2022 (the "Notes due 2022"), AMCE entered into a registration rights agreement. Subject to the terms of the registration rights agreement, AMCE filed a registration statement on April 1, 2014 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2022 for exchange Notes due 2022 registered pursuant to an effective registration statement; the registration statement was declared effective on April 9, 2014, and AMCE commenced the exchange offer. The exchange notes will have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. The exchange offer expired at 5:00 p.m., New York City time, on May 9, 2014, with all original Notes due 2022 exchanged.

        On April 25, 2014, Holdings' Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on June 16, 2014 to stockholders of record on June 6, 2014. Holdings paid dividends and dividend equivalents of $19,489,000 during the six months ended June 30, 2014 and accrued $87,000 for the remaining unpaid dividends at June 30, 2014.

        On July 29, 2014, Holdings' Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on September 15, 2014 to stockholders of record on September 5, 2014.

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Operating Results

        The following table sets forth our revenues, operating costs and expenses attributable to our theatrical exhibition operations.

 
  Three Months Ended    
  Six Months Ended    
 
(In thousands)
  June 30,
2014
  June 30,
2013
  % Change   June 30,
2014
  June 30,
2013
  % Change  

Revenues

                                     

Theatrical exhibition

                                     

Admissions

  $ 478,667   $ 515,306     -7.1 % $ 887,687   $ 898,190     -1.2 %

Food and beverage

    211,597     219,477     -3.6 %   393,361     387,414     1.5 %

Other theatre

    36,309     27,882     30.2 %   68,283     54,863     24.5 %
                           

Total revenues

  $ 726,573   $ 762,665     -4.7 % $ 1,349,331   $ 1,340,467     0.7 %
                           
                           

Operating Costs and Expenses

                                     

Theatrical exhibition

                                     

Film exhibition costs

  $ 257,220   $ 285,395     -9.9 % $ 469,320   $ 476,719     -1.6 %

Food and beverage costs

    30,341     30,550     -0.7 %   55,464     53,748     3.2 %

Operating expense

    189,283     187,219     1.1 %   368,976     351,429     5.0 %

Rent

    113,861     113,542     0.3 %   228,805     227,348     0.6 %

General and administrative expense:

                                     

Merger, acquisition and transaction costs

    572     706     -19.0 %   934     1,653     -43.5 %

Other

    15,149     17,034     -11.1 %   33,369     33,347     0.1 %

Depreciation and amortization

    51,750     50,370     2.7 %   106,527     98,832     7.8 %
                           

Operating costs and expenses

    658,176     684,816     -3.9 %   1,263,395     1,243,076     1.6 %
                           

Operating income

    68,397     77,849     -12.1 %   85,936     97,391     -11.8 %

Other expense (income)

                                     

Other income

    (4,157 )   (294 )   * %   (8,386 )   (294 )   * %

Interest expense:

                                     

Corporate borrowings

    27,989     32,310     -13.4 %   57,647     65,483     -12.0 %

Capital and financing lease obligations

    2,486     2,637     -5.7 %   5,011     5,308     -5.6 %

Equity in earnings of non-consolidated entities

    (9,597 )   (23,274 )   58.8 %   (4,213 )   (23,820 )   82.3 %

Investment expense (income)

    172     282     -39.0 %   (7,685 )   (3,337 )   * %
                           

Total other expense

    16,893     11,661     44.9 %   42,374     43,340     -2.2 %
                           

Earnings from continuing operations before income taxes

    51,504     66,188     -22.2 %   43,562     54,051     -19.4 %

Income tax provision

    20,090     4,330     * %   16,990     7,430     * %
                           

Earnings from continuing operations

    31,414     61,858     -49.2 %   26,572     46,621     -43.0 %

Gain (loss) from discontinued operations, net of income taxes

    (21 )   (282 )   92.6 %   313     4,697     -93.3 %
                           

Net earnings

  $ 31,393   $ 61,576     -49.0 % $ 26,885   $ 51,318     -47.6 %
                           
                           

*
Percentage change in excess of 100%

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  Three Months Ended   Six Months Ended  
 
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 

Operating Data—Continuing Operations:

                         

Screen additions

    12         12      

Screens acquisitions

    11     18     12     25  

Screen dispositions

    13     12     26     29  

Construction openings (closures), net

    13     (10 )   (6 )   (47 )

Average screens—continuing operations(1)

    4,878     4,837     4,865     4,855  

Number of screens operated

                4,968     4,937  

Number of theatres operated

                342     343  

Screens per theatre

                14.5     14.4  

Attendance (in thousands)—continuing operations(1)

    50,139     54,312     94,964     96,977  

(1)
Includes consolidated theatres only and excludes screens offline due to construction.

        We present Adjusted EBITDA as a supplemental measure of our performance that is commonly used in our industry. We define Adjusted EBITDA as earnings (loss) from continuing operations plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include any cash distributions of earnings from our equity method investees. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

        The following table sets forth our reconciliation of Adjusted EBITDA:


Reconciliation of Adjusted EBITDA
(unaudited)

 
  Three Months Ended   Six Months Ended  
(In thousands)
  June 30,
2014
  June 30,
2013
  June 30,
2014
  June 30,
2013
 

Earnings from continuing operations

  $ 31,414   $ 61,858   $ 26,572   $ 46,621  

Plus:

                         

Income tax provision

    20,090     4,330     16,990     7,430  

Interest expense

    30,475     34,947     62,658     70,791  

Depreciation and amortization

    51,750     50,370     106,527     98,832  

Certain operating expenses(1)

    7,982     3,216     14,138     6,354  

Equity in earnings of non-consolidated entities

    (9,597 )   (23,274 )   (4,213 )   (23,820 )

Cash distributions from non-consolidated entities          

    1,793     2,528     18,618     12,579  

Investment expense (income)

    172     282     (7,685 )   (3,337 )

Other income(2)

    (4,157 )   (240 )   (8,386 )   (240 )

General and administrative expense—unallocated:          

                         

Merger, acquisition and transaction costs

    572     706     934     1,653  

Stock-based compensation expense(3)

    1,311         7,668      
                   

Adjusted EBITDA

  $ 131,805   $ 134,723   $ 233,821   $ 216,863  
                   
                   

(1)
Amounts represent preopening expense, theatre and other closure expense, deferred digital equipment rent expense, and disposition of assets and other gains included in operating expenses.

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(2)
Other income for the three and six months ended June 30, 2014, was due to a net gain of $4,161,000 and $8,544,000, respectively on extinguishment of indebtedness related to the cash tender offer and redemption of the Notes due 2019, partially offset by other expenses of $4,000 and $158,000, respectively.

(3)
Non-cash expense included in general and administrative: other.

        Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt.

        Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

Results of Operations—For the Three Months Ended June 30, 2014 and June 30, 2013

        Revenues.    Total revenues decreased 4.7%, or $36,092,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Admissions revenues decreased 7.1%, or $36,639,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to a 7.7% decrease in attendance, partially offset by a 0.6% increase in average ticket price. The decrease in attendance was primarily due to the popularity of film product during the current period, partially offset by increases in attendance as a result of our comfort and convenience theatre renovation initiatives. The increase in average ticket price was primarily an increase related to tickets purchased for 3D premium format film product, partially offset by the decrease in ticket prices for standard 2D film and decreases in attendance for IMAX premium format film product. Food and beverage revenues decreased 3.6%, or $7,880,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to the decrease in attendance, partially offset by a 4.5% increase in food and beverage revenues per patron. The increase in food and beverage revenues per patron reflects the popularity of family-oriented film product during the three months ended June 30, 2014 and the contribution of our food and beverage strategic initiatives. Total food and beverage revenues were reduced by deferrals, net of rewards redeemed, of $436,000 and $978,000 related to rewards accumulated under AMC Stubs, during the three months ended June 30, 2014 and the three months ended June 30, 2013, respectively. Other theatre revenues increased 30.2%, or $8,427,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to increases in income from package ticket sales, AMC Stubs membership fees earned, income from gift card sales, and internet ticket fees related to our comfort and convenience theatre renovation initiatives and our recently launched AMC Online E-commerce website. The increase in income on packaged tickets of $4,142,000 was due to fair value accounting for the Merger on August 30, 2012. We did not recognize any income on packaged

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tickets until 18 months after the date of the Merger. We began recognizing income on packaged tickets in March of 2014 and expect to continue recording income prospectively.

        Operating costs and expenses.    Operating costs and expenses decreased 3.9%, or $26,640,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Film exhibition costs decreased 9.9%, or $28,175,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to the decrease in admissions revenues and the decrease in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 53.7% in the current period and 55.4% in the prior period due to a change in mix to lower grossing film product carrying lower percentage film rent. Food and beverage costs decreased 0.7%, or $209,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013. As a percentage of food and beverage revenues, food and beverage costs were 14.3% in the current period and 13.9% in the prior period, primarily due to food and beverage cost increases and a shift in product mix to premium items that generate higher costs and lower profit margins. As a percentage of revenues, operating expense was 26.1% in the current period as compared to 24.5% in the prior period, primarily due to increases in theatre and other closure expense resulting from a permanent closure of one theatre in Canada and preopening expense related to our theatre renovation initiatives, partially offset by decreases in deferred digital equipment rent.

General and Administrative Expense:

        Merger, acquisition and transaction costs.    Merger, acquisition and transaction costs were $572,000 during the three months ended June 30, 2014 compared to $706,000 during the three months ended June 30, 2013.

        Other.    Other general and administrative expense decreased 11.1%, or $1,885,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, due primarily to decreases in expenses related to a discontinued cash-based management profit sharing plan, expenses related to abandoned projects, net periodic benefit costs for our pension and postretirement medical plans, and theatre support center rent, partially offset by increases in stock-based compensation.

        Depreciation and amortization.    Depreciation and amortization increased 2.7%, or $1,380,000, during the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to the increase in depreciable assets resulting from the capital expenditures of $115,208,000 and $260,823,000, during the six months ended June 30, 2014 and the twelve months ended December 31, 2013, respectively.

Other Expense (Income):

        Other income.    Other income for the three months ended June 30, 2014, was due to a net gain of $4,157,000 on extinguishment of indebtedness related to the redemption of the Notes due 2019.

        Interest expense.    Interest expense decreased 12.8%, or $4,472,000, for the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to the decrease in interest rates for corporate borrowings and the decrease in aggregate principal amounts of borrowings. In June 2014, AMCE extinguished the remaining outstanding principal of $136,036,000 of the Notes due 2019.

        Equity in earnings of non-consolidated entities.    Equity in earnings of non-consolidated entities were $9,597,000 in the current period compared to equity in earnings of non-consolidated entities of $23,274,000 in the prior period. The decrease in equity in earnings of non-consolidated entities was primarily due to increases in equity in losses from Open Road Releasing, LLC and decreases in equity in earnings from NCM, partially offset by increases in equity in earnings from DCIP. The increase in

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equity in losses from Open Road Releasing, LLC was primarily due to higher cost of revenues resulting from the timing and structure of theatrical releases and film participation costs during the current period compared to the same period for the prior year. Cash distributions from non-consolidated entities were $1,793,000 during the three months ended June 30, 2014 and $2,528,000 during the three months ended June 30, 2013. See Note 2—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

        Investment expense (income).    Investment expense was $172,000 for the three months ended June 30, 2014 compared to $282,000 for the three months ended June 30, 2013.

        Income tax provision.    The income tax provision from continuing operations was $20,090,000 for the three months ended June 30, 2014 and $4,330,000 for the three months ended June 30, 2013. See Note 5—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

        Loss from discontinued operations, net of income taxes.    Losses from discontinued operations were $21,000 and $282,000 during the three months ended June 30, 2014 and June 30, 2013, respectively. In July and August of 2012, we sold or closed 7 of the 8 theatres located in Canada and sold one theatre with 12 screens in the UK. The results of operations of the 7 Canada theatres and the one UK theatre have been classified as discontinued operations for all periods presented.

        Net earnings.    Net earnings were $31,393,000 and $61,576,000 for the three months ended June 30, 2014 and three months ended June 30, 2013, respectively. Net earnings during the three months ended June 30, 2014 compared to the three months ended June 30, 2013 were negatively impacted by the increase in income tax, the decrease in equity in earnings of non-consolidated entities, and the decrease in attendance. Net earnings were positively impacted by the increase in income from packaged tickets and gift card sales and the decrease in interest expense.

Results of Operations—For the Six Months Ended June 30, 2014 and June 30, 2013

        Revenues.    Total revenues increased 0.7%, or $8,864,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Admissions revenues decreased 1.2%, or $10,503,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to a 2.1% decrease in attendance, partially offset by a 1.0% increase in average ticket price. Total admissions revenues were increased by redemptions, net of deferrals, of $323,000 and $2,088,000, related to rewards accumulated under AMC Stubs, during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. The rewards accumulated under AMC Stubs are deferred and recognized in future periods upon redemption or expiration of customer rewards. The increase in average ticket price was primarily due to an increase in ticket prices for standard 2D film, partially offset by the decrease in the net recognition of admissions revenues related to AMC Stubs and decreases in attendance for IMAX premium format film product. Food and beverage revenues increased 1.5%, or $5,947,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to the 3.8% increase in food and beverage revenues per patron, partially offset by the decrease in attendance. The increase in food and beverage revenues per patron reflects the popularity of family-oriented film product during the six months ended June 30, 2014 and the contribution of our food and beverage strategic initiatives. Total food and beverage revenues were reduced by deferrals, net of rewards redeemed, of $803,000 and $1,168,000, related to rewards accumulated under AMC Stubs, during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. Other theatre revenues increased 24.5%, or $13,420,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to increases in income from package ticket sales, AMC Stubs membership fees earned, income from gift card sales, and internet ticket fees related to our comfort and convenience theatre renovation initiatives and our recently launched AMC Online E-commerce website. The increase in income on

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packaged tickets of $4,701,000 was due to fair value accounting as a result of the Merger on August 30, 2012. We did not recognize any income on packaged tickets until 18 months after the date of the Merger. We began recognizing income on packaged tickets in March of 2014 and expect to continue recording income prospectively.

        Operating costs and expenses.    Operating costs and expenses increased 1.6%, or $20,319,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Film exhibition costs decreased 1.6%, or $7,399,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to the decrease in admissions revenues and the decrease in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 52.9% in the current period and 53.1% in the prior period due to a change in mix to lower grossing film product carrying lower percentage film rent. Food and beverage costs increased 3.2%, or $1,716,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 due to the increase in food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 14.1% in the current period and 13.9% in the prior period, primarily due to food and beverage cost increases and a shift in product mix to premium items that generate higher sales and lower profit margins. As a percentage of revenues, operating expense was 27.3% in the current period as compared to 26.2% in the prior period, primarily due to increases in preopening expense related to our theatre renovation initiatives, theatre and other closure expense resulting from a permanent closure of one theatre in Canada, and utility expenses due to colder weather during the three months ended March 31, 2014. Rent expense increased 0.6%, or $1,457,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily from increases in common area maintenance and other expenses associated with snow removal.

General and Administrative Expense:

        Merger, acquisition and transaction costs.    Merger, acquisition and transaction costs were $934,000 during the six months ended June 30, 2014 compared to $1,653,000 during the six months ended June 30, 2013, primarily due to a decrease in professional and consulting costs related to the Merger and the acquisition of 10 theatres and 156 screens from Rave Review Cinemas, LLC and Rave Digital Media, LLC recorded during the six months ended June 30, 2013.

        Other.    Other general and administrative expense increased 0.1%, or $22,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

        Depreciation and amortization.    Depreciation and amortization increased 7.8%, or $7,695,000, during the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to the increase in depreciable assets resulting from the capital expenditures of $115,208,000 and $260,823,000, during the six months ended June 30, 2014 and the twelve months ended December 31, 2013, respectively.

Other Expense (Income):

        Other income.    Other income for the six months ended June 30, 2014, was due to a net gain of $8,544,000 on extinguishment of indebtedness related to the cash tender offer and redemption of the Notes due 2019, partially offset by other expenses of $158,000.

        Interest expense.    Interest expense decreased 11.5%, or $8,133,000, for the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to the decrease in interest rates for corporate borrowings and the decrease in aggregate principal amounts of borrowings. In February 2014, AMCE completed an offering of $375,000,000 aggregate principal amount of its 5.875% Senior Subordinated Notes due 2022. In February 2014, AMCE extinguished $463,964,000 of its 8.75% Senior Fixed Rate Notes due 2019 and in June 2014, extinguished the remaining outstanding

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principal of $136,036,000 of its 8.75% Senior Fixed Rate Notes due 2019. In April 2013, AMCE entered into a new Senior Secured Credit Facility and replaced its former Senior Secured Credit Facility.

        Equity in earnings of non-consolidated entities.    Equity in earnings of non-consolidated entities were $4,213,000 in the current period compared to $23,820,000 in the prior period. The decrease in equity in earnings of non-consolidated entities was primarily due to increases in equity in losses from Open Road Releasing, LLC and decreases in equity in earnings from NCM, partially offset by increases in equity in earnings from DCIP. The increase in equity in losses from Open Road Releasing, LLC was primarily due to higher cost of revenues resulting from timing and structure of theatrical releases and film participation costs during the current period compared to the same period for the prior year. Cash distributions from non-consolidated entities were $18,618,000 during the current period and $12,579,000 during the six months ended June 30, 2013 and include payments related to the NCM tax receivable agreement recorded in investment income. See Note 2—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

        Investment expense (income).    Investment income was $7,685,000 for the six months ended June 30, 2014 compared to $3,337,000 for the six months ended June 30, 2013. The investment income for the current period includes payments received of $8,045,000 related to the NCM tax receivable agreement compared to payments received of $3,677,000 in the prior period.

        Income tax provision.    The income tax provision from continuing operations was $16,990,000 for the six months ended June 30, 2014 and $7,430,000 for the six months ended June 30, 2013. See Note 5—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

        Gain from discontinued operations, net of income taxes.    In July and August of 2012, we sold or closed 7 of the 8 theatres located in Canada and sold one theatre with 12 screens in the UK. The results of operations of the 7 Canada theatres and the one UK theatre have been classified as discontinued operations for all periods presented. During the six months ended June 30, 2013, we received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada. The sales price adjustment was related to tax attributes of the theatres sold in Canada which were not determinable or probable of collection at the date of the sale. We completed our tax returns, for periods prior to the date of sale, during the six months ended June 30, 2013, at which time the buyer was able to determine amounts due pursuant to the sales price adjustment and remit payment to us. We recorded the additional gain on sale at the time the gain was realizable.

        Net earnings.    Net earnings were $26,885,000 and $51,318,000 for the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. Net earnings during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 were negatively impacted by the decrease in equity in earnings of non-consolidated entities, the decrease in attendance, the increase in income tax provision, and the decrease in gain from discontinued operations. Net earnings were positively impacted by the increase in income from packaged tickets and gift card sales, the net gain on extinguishment of Notes due 2019, the decrease in interest expense, and the increase in NCM tax receivable payment.

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LIQUIDITY AND CAPITAL RESOURCES

        Our consolidated revenues are primarily collected in cash, principally through box office admissions and food and beverage sales. We have an operating "float" which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists because admissions revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of box office admissions revenues. Film distributors generally release the films which they anticipate will be the most successful during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such periods.

        We had working capital (deficit) surplus as of June 30, 2014 and December 31, 2013 of $(108,172,000) and $185,527,000, respectively. The change in working capital from December 31, 2013 to June 30, 2014 was due to the extinguishment of the Notes due 2019, partially offset by borrowings from the Notes due 2022. Working capital included $159,944,000 and $202,833,000 of deferred revenues and income as of June 30, 2014 and December 31, 2013, respectively. AMCE has the ability to borrow under its Senior Secured Credit Facility to meet obligations as they come due (subject to limitations on the incurrence of indebtedness in our various debt instruments). As of June 30, 2014, AMCE had $136,798,000 available for borrowing, net of letters of credit, under its revolving Senior Secured Credit Facility.

        On July 29, 2014, Holdings' Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on September 15, 2014 to stockholders of record on September 5, 2014.

        We believe that cash generated from operations and existing cash and equivalents will be sufficient to fund operations and planned capital expenditures and acquisitions currently and for at least the next 12 months and enable us to maintain compliance with covenants related to the Senior Secured Credit Facility, the Notes due 2020, and the Notes due 2022. We are considering various options with respect to the utilization of cash and equivalents on hand in excess of our anticipated operating needs. Such options may include, but are not limited to, capital expenditures to fund strategic initiatives, acquisition of theatres or theatre companies, repayment of corporate borrowings of AMCE, and payment of dividends.

Holdings' Company Status

        Holdings is a holding company with no operations of its own and has no ability to service interest or principal on AMCE's indebtedness or pay dividends other than through any dividends it may receive from its subsidiaries. AMCE's Senior Secured Credit Facility and note indentures contain provisions which limit the amount of dividends and advances which it may pay or make to Holdings. Under the most restrictive of these provisions, set forth in the note indenture for the Notes due 2020, at June 30, 2014, the amount of loans and dividends which AMCE could make to Holdings may not exceed approximately $631,801,000 in the aggregate. Provided no event of default has occurred or would result, the Senior Secured Credit Facility also permits AMCE to pay cash dividends to Holdings for specified purposes, including indemnification claims, taxes, up to $4,000,000 annually for operating expenses, repurchases of equity awards to satisfy tax withholding obligations, specified management fees, fees and expenses of permitted equity and debt offerings and to pay for the repurchase of stock from employees, directors and consultants under benefit plans up to specified amounts. Depending on the net senior secured leverage ratio, as defined in the senior secured credit facility, AMCE may also pay Holdings a portion of net cash proceeds from specified assets sales.

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Cash Flows from Operating Activities

        Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $106,248,000 and $133,504,000 during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. The decrease in cash flows provided by operating activities for the six months ended June 30, 2014 was primarily due to decreases in film payables, accounts payables, deferred revenues for gift cards and packaged tickets, and accrued bonuses, partially offset by increases in receivable collections, landlord contributions, and decreases in cash interest payments.

Cash Flows from Investing Activities

        Cash flows used in investing activities, as reflected in the Consolidated Statements of Cash Flows, were $114,719,000 and $108,400,000, during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. Cash outflows from investing activities include capital expenditures of $115,208,000 and $104,695,000 during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. Our capital expenditures primarily consisted of strategic growth and other initiatives, maintaining our theatre circuit, and technology upgrades. We expect that our gross cash outflows for capital expenditures will be approximately $240,000,000 to $260,000,000 for 2014, before giving effect to expected landlord contributions of approximately $40,000,000 to $60,000,000.

        During the six months ended June 30, 2013, we received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada and proceeds of $200,000 related to other dispositions of long-term assets.

        We fund the costs of constructing, maintaining and remodeling new theatres through existing cash balances; cash generated from operations, landlord contributions, or borrowed funds, as necessary. We generally lease our theatres pursuant to long-term non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for the construction costs. We may decide to own the real estate assets of new theatres and, following construction, sell and leaseback the real estate assets pursuant to long-term non-cancelable operating leases.

Cash Flows from Financing Activities

        Cash flows used in financing activities, as reflected in the Consolidated Statement of Cash Flows, were $302,687,000 and $21,793,000 during the six months ended June 30, 2014 and the six months ended June 30, 2013, respectively. Financing activities for the current period primarily consist of the repurchase of Notes due 2019, dividend payments, and payments related to the Senior Secured Credit Facility and capital and financial lease obligations, partially offset by the proceeds from issuance of Notes due 2022.

        On February 7, 2014, AMCE issued $375,000,000 aggregate principal amount of its Notes due 2022 and used the net proceeds, together with a portion of the net proceeds from the IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses. The deferred financing costs paid related to the issuance of the Notes due 2022 were $7,874,000, during the six months ended June 30, 2014. AMCE repurchased the Notes due 2019 during the six months ended June 30, 2014 for $639,728,000. See Note 3—Corporate Borrowings and Note 1—Basis of Presentation of the Notes to Consolidated Financial Statements in Item 1 of Part I for further information.

        On April 25, 2014, our Board of Directors declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on June 16, 2014 to stockholders of record on June 6, 2014. Holdings paid dividends and dividend equivalents of $19,489,000 during the six months ended June 30, 2014 and accrued $87,000 for the remaining unpaid dividends at June 30, 2014.

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        Each indenture relating to AMCE's notes (Notes due 2022 and Notes due 2020) allows it to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows AMCE to incur any amount of additional debt as long as it can satisfy the coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the indenture for the Notes