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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 29, 2001
OR
[ ] 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 1-8747
AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1304369
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
106 West 14th Street
P. O. Box 219615
Kansas City, Missouri 64121-9615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (816) 221-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, 66 2/3 cents par value American Stock
Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
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 X No ___
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the registrant's voting and non-voting
common equity held by non-affiliates as of June 5, 2001, computed by
reference to the closing price for such stock on the American Stock
Exchange on such date, was $202,789,614.
Number of shares
Title of each class of common stock Outstanding as of
May 11, 2001
Common Stock, 66 2/3 cents par value 19,427,098
Class B Stock, 66 2/3 cents par value 4,041,993
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for use in connection with
the 2001 Annual Meeting of Stockholders to be filed are incorporated
by reference into Part III of this report, to the extent set forth
therein.
PART I
Item 1. Business.
(a) General Development of Business
AMC Entertainment Inc. ("AMCE") is a holding company. AMCE's
principal subsidiaries are American Multi-Cinema, Inc. ("AMC"), AMC
Theatres of Canada (a division of AMC Entertainment International,
Inc.), AMC Entertainment International, Inc., National Cinema Network,
Inc. and AMC Realty, Inc. Unless the context otherwise requires,
references to "AMCE" or the "Company" refer to AMC Entertainment Inc.
and its subsidiaries. The Company's North American theatrical
exhibition business is conducted through AMC and AMC Theatres of
Canada. The Company is developing theatres outside North America
through AMC Entertainment International, Inc. and its subsidiaries.
The Company engages in advertising services through National Cinema
Network, Inc. ("NCN").
The Company's predecessor was founded in Kansas City, Missouri in
1920. AMCE was incorporated under the laws of the state of Delaware
on June 13, 1983 and maintains its principal executive offices at 106
West 14th Street, P.O. Box 219615, Kansas City, Missouri 64121-9615.
Its telephone number at such address is (816) 221-4000.
(b) Financial Information about Industry Segments
For information about the Company's operating segments and
geographic areas, see Note 14 to the Consolidated Financial Statements
on page 48.
(c) Narrative Description of Business
Company Overview and Theatre Circuit
The Company is one of the leading theatrical exhibition
companies in the world, based on revenues. As of March 29, 2001
(the Company's fiscal year end) the Company operated 180 theatres
with a total of 2,768 screens located in 21 states and the District
of Columbia in the U.S., Portugal, Japan, Spain, China (Hong Kong),
France, Sweden and Canada. Approximately 83% of the Company's U.S.
theatre circuit screens are in the top 25 "Designated Market Areas"
as defined by Nielson Media Research.
The Company is the industry leader in the development and
operation of "megaplex" theatres, theatres generally with 14 or more
screens with amenities to enhance the movie-going experience such as
stadium seating (seating with an elevation between rows to provide
unobstructed viewing), digital sound and enhanced seat design. The
megaplex increases the number of film choices as well as starting
times, making it more convenient for patrons. In addition to a
superior entertainment experience, megaplexes generally realize
economies of scale by serving more patrons from common support
facilities.
The Company introduced the megaplex theatre format in the United
States in May of 1995. The Company believes that the introduction of
the megaplex created the current industry replacement cycle that has
accelerated the obsolescence of older, smaller theatres by setting new
standards for moviegoers.
As of March 29, 2001, the total screens per theatre for the
Company was 15.4. The average number of screens per theatre for all
North American theatrical exhibition companies was 6.9, based on the
listing of exhibitors in the National Association of Theatre Owners
2000-01 Encyclopedia of Exhibition, as of June 1, 2000.
The Company continually upgrades the quality of its theatre
circuit by adding new screens through new builds, acquisitions and
expansions and disposing of older screens through closures and
sales. From April 1995 through March 29, 2001, the Company opened
90 new theatres with 1,902 screens and added 86 screens to existing
theatres, representing 72% of its screens as of March 29, 2001,
acquired four theatres with 29 screens and closed or disposed of 146
theatres with 879 screens.
The following table sets forth information concerning additions (new
builds, expansions and acquisitions), dispositions and end of period
theatres and screens operated for the last six fiscal years.
Changes in Theatres Operated
Additions Dispositions Total Theatres Operated
--------- ----------- -----------------------
Number Number Number Number Number Number
Fiscal Year of of of of of of
Ended Theatres Screens Theatres Screens Theatres Screens
------- ------ ------- ------- ------- -------
March 28, 1996 7 150 13 61 226 1,719
April 3, 1997 17 314 15 76 228 1,957
April 2, 1998 24 608 23 123 229 2,442
April 1, 1999 20 380 16 87 233 2,735
March 30, 2000 20 450 42 282 211 2,903
March 29, 2001 6 115 37 250 180 2,768
-- ----- --- ---
Total 94 2,017 146 879
As of March 29, 2001, the Company had 8 theatres with a total of
150 screens under construction.
The following table provides detail with respect to the
geographic location of the Company's theatre circuit as of March
29, 2001.
Total Total
North America Screens Theatres
------------- ------- --------
Florida. 461 34
California 437 28
Texas 347 17
Arizona 138 7
Georgia 132 9
Missouri 121 10
Pennsylvania 115 12
Michigan 88 7
Ohio 80 4
Virginia 67 5
Illinois 60 2
Colorado 58 3
Kansas 50 3
New Jersey 50 5
North Carolina 46 2
Oklahoma 44 2
Maryland 42 5
Washington 40 4
New York 33 2
Nebraska 24 1
District of Columbia 9 1
Louisiana 8 1
---- -----
Total
United States 2,450 164
----- -----
Canada 122 5
----- -----
Total
North America 2,572 169
----- -----
International
-------------
Japan 79 5
Spain 48 2
Portugal 20 1
France 20 1
Sweden 18 1
China (Hong Kong) 11 1
----- -----
Total International 196 11
----- -----
Total Theatre
Circuit 2,768 180
===== =====
Revenues for the Company are generated primarily from box office
admissions and theatre concessions sales which accounted for 67% and
28%, respectively, of the Company's fiscal 2001 revenues. The balance
of the Company's revenues are generated by advertising, video games
located in theatre lobbies and the rental of theatre auditoriums.
The Company believes there are opportunities to increase
ancillary revenues by offering additional programming and
entertainment options closely aligned with its current line of
business and utilizing available capacity within its current
facilities. Where appropriate, the Company may consider partnerships
or joint ventures to share risk and resources. In fiscal 2000, the
Company was a founding shareholder in MovieTickets.com, Inc., an
Internet ticketing venture. MovieTickets.com, Inc. generates revenues
from advertising, sponsorship and ticketing fees of which the Company
presently owns an approximate 30% equity interest.
Film Licensing
The Company predominantly licenses "first-run" motion pictures
from distributors owned by major film production companies and from
independent distributors. Films are licensed on a film-by-film and
theatre-by-theatre basis. The Company obtains these licenses based on
several factors, including theatre location, competition, season of the
year and motion picture content. Rental fees are paid by the Company
under a negotiated license.
North American film distributors typically establish geographic
film licensing zones and generally allocate available film to one
theatre within that zone. Film zones generally encompass a radius of
three to five miles in metropolitan and suburban markets, depending
primarily upon population density. In film zones where the Company is
the sole exhibitor, the Company obtains film licenses by selecting a
film from among those offered and negotiating directly with the
distributor. In film zones where there is competition, a distributor
will allocate its films among the exhibitors in the zone. As of March
29, 2001, approximately 77% of the Company's screens were located in
non-competitive film zones.
When motion pictures are licensed through a bidding process, the
distributor decides whether to accept bids on a previewed basis or a
non-previewed ("blind-bid") basis, subject to certain state law
requirements. In most cases, the Company licenses its motion pictures on
a previewed basis. When a film is bid on a previewed basis, exhibitors
are permitted to review the film before bidding, whereas they are not
permitted to do so when films are licensed on a non-previewed or
"blind-bid" basis. In the past few years, bidding has been used less
frequently by the industry. Presently, the Company licenses
substantially all of its films on a negotiated basis.
Licenses entered into through both negotiated and bid processes
typically state that rental fees shall be based on the higher of a gross
receipts formula or a theatre admissions revenue sharing formula. Under
a gross receipts formula, the distributor receives a specified
percentage of box office receipts, with the percentages declining over
the term of the run. Under a theatre admissions revenue formula, the
distributor receives a specified percentage of the excess of admissions
revenues over a negotiated allowance for theatre expenses. First-run
motion picture rental fees are generally the greater of (i) 70% of box
office admissions, gradually declining to as low as 30% over a period of
four to seven weeks, and (ii) a specified percentage (i.e., 90%) of the
excess of box office receipts over a negotiated allowance for theatre
expenses (commonly known as a "90/10" clause). The Company may pay
non-refundable guarantees of film rentals or make advance payments of
film rentals, or both, in order to obtain a license in a negotiated or
bid process, subject, in some cases, to a per capita minimum license
fee.
There are several distributors which provide a substantial portion
of quality first-run motion pictures to the exhibition industry. These
include Buena Vista Pictures (Disney), Paramount Pictures, Universal
Pictures, Warner Bros. Distribution, New Line Cinema, SONY Pictures
Releasing (Columbia Pictures and Tri-Star Pictures), Miramax, MGM/United
Artists, USA Pictures, Twentieth Century Fox, Sony Classics and
Dreamworks. According to information sourced from ACNielson EDI, Inc.,
these distributors accounted for 96% of industry admissions revenues
from January 2, 2001 through May 6, 2001. The Company's revenues
attributable to individual distributors may vary significantly from year
to year depending upon the commercial success of each distributor's
motion pictures in any given year. In fiscal 2001, no single distributor
accounted for more than 9% of the motion pictures licensed by the
Company or for more than 14% of the Company's box office admissions.
During the period from January 1, 1990 to December 31, 2000, the
annual number of first-run motion pictures released by distributors in
the United States ranged from a low of 370 in 1995 to a high of 490 in
1998, according to the Motion Picture Association of America.
Concessions
Concessions sales are the second largest source of revenue for the
Company after box office admissions. Concessions items include popcorn,
soft drinks, candy and other products. The Company's strategy emphasizes
prominent and appealing concessions counters designed for rapid service
and efficiency.
The Company's primary concessions products are various sizes of
popcorn, soft drinks, candy and hot dogs, all of which the Company sells
at each of its theatres. However, different varieties of candy and soft
drinks are offered at theatres based on preferences in that particular
geographic region. The Company has also implemented "combo-meals" for
patrons which offer a pre-selected assortment of concessions products.
Megaplex theatres are designed to have more concession capacity to
make it easier to serve larger numbers of customers. In addition, they
generally feature the "pass-through" concept, which enables the
concessionist serving patrons to simply sell concessions items instead
of also preparing them, thus providing more rapid service to customers.
Strategic placement of large concessions stands within theatres
heightens their visibility, aids in reducing the length of lines, allows
flexibility to introduce new concepts and improves traffic flow around
the concessions stands.
The Company negotiates prices for its concessions products and
supplies directly with concessions vendors on a national or regional
basis to obtain high volume discounts or bulk rates and marketing
incentives.
Theatrical Exhibition Industry and Competition
Motion picture theatres are the primary initial distribution
channel for new motion picture releases and the Company believes that
the theatrical success of a motion picture is often the most important
factor in establishing its value in the cable television,
videocassette/DVD and other ancillary markets. The Company further
believes that the emergence of alternative motion picture distribution
channels has not adversely affected attendance at theatres and that
these distribution channels do not provide an experience comparable to
the out-of-home entertainment experience offered by moviegoing. The
Company believes that alternative motion picture distribution channels
have provided additional revenue sources for filmed entertainment
product which have stimulated production. The Company believes that the
public will continue to recognize the value of viewing a movie on a
large screen with superior audio and visual quality, while enjoying a
variety of concessions and sharing the experience with a larger
audience.
Annual industry attendance has averaged approximately one billion
persons since the early 1960s. Since 1995, attendance for the industry
has increased at a compound annual growth rate of 2.4%. Since 1995,
industry attendance per screen declined from 46,900 to 38,700,
primarily because the number of industry indoor screens has increased
at a compound annual growth rate of 6.4%, according to information
obtained from the Motion Picture Association of America. Variances in
year-to-year attendance are primarily related to the overall
popularity and supply of motion pictures while the increase in
industry screens is due primarily to excess capacity within the
theatrical exhibition industry.
The following table represents information obtained from the Motion
Picture Association of America for the most recent six years.
Attendance per
Box
Attendance Indoor Screen Average Office Sales
Year (in millions) Screens (in thousands) Ticket Price (in millions)
- ----- ----------- ------ ------------- ------------ ----------
1995 1,263 26,958 46.9 $4.35 $5,493
1996 1,339 28,864 46.4 $4.41 $5,911
1997 1,388 30,825 45.0 $4.59 $6,366
1998 1,481 33,440 44.3 $4.69 $6,949
1999 1,465 36,448 40.2 $5.08 $7,448
2000 1,421 36,679 38.7 $5.39 $7,661
There are over 500 companies competing in the North American
theatrical exhibition industry, approximately 300 of which operate
four or more screens. Industry participants vary substantially in
size, from small independent operators to large international chains.
Based on the June 1, 2000 listing of exhibitors in the National
Association of Theatre Owners 2000-01 Encyclopedia of Exhibition, the
Company believes that the ten largest exhibitors (in terms of number
of screens) operated approximately 60% of the indoor screens in 2000.
The following table presents the ten largest North American
theatrical exhibition companies by box office revenues:
North American Box
Office North North
Revenues American American
Company (millions)(1) Screens (2) Theatres (2)
- ---------------------------------------------------------------------
Regal Cinemas, Inc. $814.0 4,449 424
AMC Entertainment Inc. $748.0 2,736 197
Loews Cineplex
Entertainment Corp. $641.8 2,726 359
Cinemark USA, Inc. $375.8 2,227 192
United Artists Theatre
Company $367.7 1,858 257
Carmike Cinemas $321.3 2,821 447
National Amusements, Inc. $310.4 1,076 107
Edwards Theatres
Circuit, Inc. $238.1 743 70
GC Companies, Inc. $233.9 1,060 133
Hoyts Cinemas Corporation $174.1 967 113
(1)Source: AC Nielson EDI, Inc. data for the twelve months ended March
29, 2001 for exhibitors other than AMC Entertainment, Inc. AMC
Entertainment Inc. revenues are based on actual North American
admissions revenues for the year ended March 29, 2001.
(2)Source: Listing of U.S. and Canadian Exhibitors (as of June 1, 2000)
in the National Association of Theatre Owners 2000-01 Encyclopedia of
Exhibition.
The Company's theatres are subject to varying degrees of competition
in the geographic areas in which they operate. Competition is often
intense with respect to attracting patrons, licensing motion pictures
and finding new theatre sites.
The theatrical exhibition industry faces competition from other
distribution channels for filmed entertainment, such as cable
television, pay per view and home video systems, as well as from all
other forms of entertainment.
Regulatory Environment
The distribution of motion pictures is in large part regulated by
federal and state antitrust laws and has been the subject of numerous
antitrust cases. The consent decrees resulting from one of those cases,
to which the Company was not a party, have a material impact on the
industry and the Company. Those consent decrees bind certain major
motion picture distributors and require the motion pictures of such
distributors to be offered and licensed to exhibitors, including the
Company, on a film-by-film and theatre-by-theatre basis. Consequently,
the Company cannot assure itself of a supply of motion pictures by
entering into long-term arrangements with major distributors, but must
compete for its licenses on a film-by-film and theatre-by-theatre basis.
The Company's theatres must comply with Title III of the
Americans with Disabilities Act of 1990 (the "ADA"). Compliance with
the ADA requires that public accommodations "reasonably accommodate"
individuals with disabilities and that new construction or alterations
made to "commercial facilities" conform to accessibility guidelines
unless "structurally impracticable" for new construction or
technically infeasible for alterations. Non-compliance with the ADA
could result in the imposition of injunctive relief, fines, awards of
damages to private litigants or additional capital expenditures to
remedy such noncompliance. Although the Company believes that its
theatres are in substantial compliance with the ADA, in January 1999,
the Civil Rights Division of the Department of Justice filed suit
against the Company alleging that certain of its theatres with
stadium-style seating violate the ADA. See Item 3. Legal Proceedings
on page 8.
As an employer covered by the ADA, the Company must make
reasonable accommodations to the limitations of employees and qualified
applicants with disabilities, provided that such reasonable
accommodations do not pose an undue hardship on the operation of the
Company's business. In addition, many of the Company's employees are
covered by various government employment regulations, including minimum
wage, overtime and working conditions regulations.
Seasonality
The Company's theatre business is seasonal in nature, with the
highest attendance and revenues generally occurring during the summer
months and holiday seasons. See Statements of Operations by Quarter
(Unaudited) on page 52.
Employees
As of March 29, 2001, the Company had approximately 1,900
full-time and 12,000 part-time employees. Approximately 4% of the
part-time employees were minors paid the minimum wage.
Fewer than one percent of the Company's employees, consisting
primarily of motion picture projectionists, are represented by a union,
the International Alliance of Theatrical Stagehand Employees and Motion
Picture Machine Operators. The Company believes that its relationship
with this union is satisfactory.
Item 2. Properties.
The following tables set forth the general character and holding
classification of the Company's theatre circuit as of March 29, 2001:
Total Total
Owner/Lessee Theatres Screens
- ------------ -------- -------
American Multi-Cinema, Inc. 163 2,442
AMC Entertainment International, Inc.
and subsidiaries 16 318
Third party (managed by American
Multi-Cinema, Inc.) 1 8
--- -----
Total 180 2,768
=== =====
Total Total
Property Holding Classification Theatres Screens
- ------------------------------- -------- -------
Owned 9 144
Leased pursuant to ground leases 8 109
Leased pursuant to building leases 162 2,507
Managed 1 8
--- -----
Total 180 2,768
=== =====
The Company's leases generally have initial terms ranging from 13
to 25 years, with options to extend the lease for up to 20 additional
years. The leases typically require escalating minimum annual rent
payments and additional rent payments based on a percentage of the
leased theatre's revenue above a base amount and require the Company to
pay for property taxes, maintenance, insurance and certain other
property-related expenses.
In some cases, the Company's rights as tenant are subject and
subordinate to the mortgage loans of lenders to its lessors, so that if
a mortgage were to be foreclosed, the Company could lose its lease.
Historically, this has never occurred.
The majority of the concessions, projection, seating and other
equipment required for each of the Company's theatres is owned.
The Company leases its corporate headquarters, located in Kansas
City, Missouri and a film licensing office is leased in Woodland Hills,
California (Los Angeles).
Item 3. Legal Proceedings.
On January 29, 1999, the Department of Justice ("DOJ") filed suit
against the Company in the United States District Court for the
Central District of California, United States of America v. AMC
Entertainment Inc. and American Multi-Cinema, Inc. The complaint
alleges that the Company has designed, constructed and operated two of
its motion picture theatres in the Los Angeles area and unidentified
theatres elsewhere that have stadium-style seating in violation of DOJ
regulations implementing Title III of the ADA and related "Standards
for Accessible Design" (the "Standards"). The complaint alleges
various types of non-compliance with the DOJ's Standards, but relates
primarily to issues relating to lines of sight. The DOJ seeks
declaratory and injunctive relief regarding existing and future
theatres with stadium-style seating, compensatory damages and a civil
penalty.
The current DOJ position appears to be that theatres must provide
wheelchair seating locations and transfer seats with viewing angles to
the screen that are at the median or better, counting all seats in the
auditorium. Heretofore, the Company has attempted to conform to the
evolving standards imposed by the DOJ and believes its theatres are in
substantial compliance with the ADA. However, the Company believes
that the DOJ's current position has no basis in the ADA or related
regulations and is an attempt to amend the ADA regulations without
complying with the Administrative Procedures Act. The Company has
filed an answer denying the allegations and asserting that the DOJ is
engaging in unlawful rulemaking. A similar claim has been made by
another exhibitor, Cinemark USA, Inc. v. United States Department of
Justice, United States District Court for the Northern District of
Texas, Case No. 399CV0183-L. Although no assurances can be given,
based on existing precedent involving stadiums or stadium seating, the
Company believes that an adverse decision in this matter is not likely
to have a material adverse effect on its financial condition,
liquidity or results of operations. However, there have been only a
few cases involving stadiums or stadium seating.
The Company is the defendant in two coordinated cases now pending
in California, Weaver v. AMC Entertainment Inc., (No. 310364, filed
March 2000 in Superior Court of California, San Francisco County), and
Geller v. AMC Entertainment Inc. (No. RCV047566, filed May 2000 in
Superior Court of California, San Bernardino County). The litigation
is based upon California Civil Code Section 1749.5, which provides
that "on or after July 1, 1997, it is unlawful for any person or
entity to sell a gift certificate to a purchaser containing an
expiration date." Weaver is a purported class action on behalf of all
persons in California who, on or after January 1, 1997, purchased or
received an AMC Gift of Entertainment ("GOE") containing an expiration
date. Geller is brought by a plaintiff who allegedly received an AMC
discount ticket in California containing an expiration date and who
purports to represent all California purchasers of these "gift
certificates" purchased from any AMC theatre, store, location, web-
site or other venue owned or controlled by AMC since January 1, 1997.
Both complaints allege unfair competition and seek injunctive relief.
Geller seeks restitution of all expired "gift certificates" purchased
in California since January 1, 1997 and not redeemed. Weaver seeks
disgorgement of all revenues and profits obtained since January 1997
from sales of "gift certificates" containing an expiration date, as
well as actual and punitive damages. The Company has denied any
liability, answering that GOEs and discount tickets are not a "gift
certificate" under the statute and that, in any event, no damages have
occurred. On May 11, 2001, following a special trial on the issue,
the court ruled that the GOEs and discount tickets are "gift
certificates." The Company intends to appeal this ruling and to
continue defending the cases vigorously. Should the result of this
litigation ultimately be adverse to the Company, it is presently
unable to estimate the amount of the potential loss.
The Company is party to various legal proceedings in the ordinary
course of business, none of which is expected to have a material
adverse effect on the Company except as noted above.
Item 4. Submission of Matters to a Vote of Security Holders.
There has been no submission of matters to a vote of security holders
during the thirteen weeks ended March 29, 2001.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
AMC Entertainment Inc. Common Stock is traded on the American
Stock Exchange under the symbol AEN. There is no established public
trading market for Class B Stock.
The table below sets forth, for the periods indicated, the high
and low closing prices of the Common Stock as reported on the American
Stock Exchange composite tape.
Fiscal 2001 Fiscal 2000
-------------- --------------
High Low High Low
---- ---- ---- ----
First Quarter $ 6.06 $ 3.63 $19.25 $ 14.00
Second Quarter 4.13 1.63 19.00 12.19
Third Quarter 3.63 1.00 13.94 8.56
Fourth Quarter 7.00 2.94 11.31 5.00
Common Stock
On May 11, 2001, there were 478 stockholders of record of Common
Stock and one stockholder of record (the 1992 Durwood, Inc. Voting
Trust dated December 12, 1992) of Class B Stock.
The Company's Certificate of Incorporation provides that holders
of Common Stock and Class B Stock shall receive, pro rata per share,
such cash dividends as may be declared from time to time by the Board of
Directors. Certain provisions of the Indentures respecting the Company's
9 1/2% Senior Subordinated Notes due 2009, the Company's 9 1/2% Senior
Subordinated Notes due 2011 and the Company's $425 million revolving
credit facility (the "Credit Facility") restrict the Company's ability
to declare or pay dividends on and purchase capital stock. As of March
29, 2001, under these provisions of the Notes due 2009 and the Notes due
2011, the Company is prohibited from paying cash dividends or purchasing
capital stock. Under an Investment Agreement dated April 19, 2001 (the
"Investment Agreement") with the Apollo Purchasers (as defined below)
the Company may not pay dividends on Common Stock except with the
consent of Apollo (as defined below) acting at the direction of the
Apollo Purchasers. Such approval right continues for so long as the
Apollo Purchasers continue to beneficially own 50% of the aggregate
number of shares of Series A Convertible Preferred Stock, par value of
66 2/3 cents per share (the "Series A Preferred") and the Series B
Exchangeable Preferred Stock, par value of 66 2/3 cents per share (the
"Series B Preferred" and collectively with the Series A Preferred, the
"Preferred Stock") issued pursuant to the Investment Agreement unless
either, Apollo is terminated as investment manager of the Apollo
Purchasers or an Apollo affiliate is removed as the general partner of
the Apollo Purchasers and, in either case, is not replaced by another
Apollo affiliate.
The Company has not declared a dividend on shares of Common Stock
or Class B Stock since fiscal 1989. Any payment of cash dividends on
Common Stock or Class B Stock in the future will be at the discretion of
the Board and will depend upon such factors as compliance with debt
covenants, earnings levels, capital requirements, the Company's
financial condition and other factors deemed relevant by the Board.
Currently, the Company does not contemplate declaring or paying any
dividends in respect of its Common Stock or Class B Stock.
Preferred Stock
On April 19, 2001, the Company entered into the Investment
Agreement with Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., Apollo Investment Fund V, Apollo Overseas Partners
V, L.P. (collectively, with any other partnership or entity affiliated
with and managed by Apollo over which Apollo exercises investment
authority, the "Apollo Purchasers"), Apollo Management IV, L.P., and
Apollo Management V, L.P. (together with their affiliates, "Apollo").
Pursuant to the Investment Agreement, the Company sold 92,000 shares
of Series A Preferred at a price of $1,000 per share and 158,000
shares of Series B Preferred at a price of $1,000 per share. The sale
was a negotiated transaction exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended. Each of the Apollo
Purchasers represented to the Company that it is an accredited investor
and that it was acquiring the shares of Preferred Stock for investment
and not with a view to or for the sale or distribution thereof. The
aggregate purchase price for the Preferred Stock was $250 million. Net
proceeds to the Company after fees to Apollo of $8.75 million,
reimbursement of issuance costs incurred by Apollo of $3.75 million and
financial advisory and other issuance costs were approximately $225
million. The terms upon which the Series A Preferred is convertible
into Common Stock and the terms upon which the Series B Preferred are
exchangeable for Series A Preferred are summarized in Note 5 of the
Company's Notes to Consolidated Financial Statements included in Part I
Item 8. of this Form 10-K and incorporated herein by reference.
Item 6. Selected Financial Data.
Years Ended (1)(5)
------------------------------------
March 29, March 30, April 1, April 2, April 3,
(In thousands, except per
share and operating data) 2001 2000 1999 1998 1997
- -------------------------- -------------------------------------------------------
Statement of Operations Data:
Total revenues $1,214,801 $1,166,942 $1,023,456 $850,750 $751,664
Film exhibition costs 432,351 417,736 358,437 299,926 258,809
Concession costs 46,455 50,726 48,687 42,062 36,748
Theatre operating expense 300,773 290,072 260,145 219,593 189,908
Rent 229,314 198,762 165,370 106,383 80,061
Other 42,610 44,619 30,899 25,782 18,354
General and administrative 32,499 47,407 52,321 47,860 52,422
Preopening expense 3,808 6,795 2,265 2,243 2,414
Theatre and other closure
expense (3) 24,169 16,661 2,801 - -
Restructuring charge - 12,000 - - -
Depreciation and
amortization 105,260 95,974 89,221 70,117 52,572
Impairment of long-lived
assets 68,776 5,897 4,935 46,998 7,231
(Gain) loss on disposition
of assets (664) (944) (2,369) (3,704) 84
------ ------ ------ ------ ------
Total costs and expenses 1,285,351 1,185,705 1,012,712 857,260 698,603
Operating income (loss) (70,550) (18,763) 10,744 (6,510) 53,061
Other income 9,996 - - - -
Interest expense 77,000 62,703 38,628 35,679 22,022
Investment income 1,728 219 1,368 1,090 856
------ ------ ------ ------ ------
Earnings (loss) before
income taxes and
cumulative effect
of accounting changes (135,826) (81,247) (26,516) (41,099) 31,895
Income tax provision (45,700) (31,900) (10,500) (16,600) 12,900
------ ------ ------ ------ ------
Earnings (loss) before
cumulative effect of
accounting changes (90,126) (49,347) (16,016) (24,499) 18,995
Cumulative effect of
accounting changes (2) (15,760) (5,840) - - -
------ ------ ------ ------ ------
Net earnings (loss) $ (105,886) $ (55,187) $ (16,016) $ (24,499) $ 18,995
====== ====== ====== ====== ======
Preferred dividends - - - 4,846 5,907
------ ------ ------ ------ ------
Net earnings (loss) for
common shares $ (105,886) $ (55,187) $ (16,016) $ (29,345) $ 13,088
======== ====== ====== ====== ======
Earnings (loss) per share
before cumulative
effect of accounting changes:
Basic $ (3.84) $ (2.10) $ (.69) $ (1.59) $ .75
Diluted (3.84) (2.10) (.69) (1.59) .74
Net earnings (loss) per share:
Basic $ (4.51)(2)$ (2.35)(2)$ (.69) $(1.59) $ .75
Diluted (4.51)(2) (2.35)(2) (.69) (1.59) .74
Pro forma amounts assuming
SAB No. 101 accounting change
had been in effect in fiscal
2000, 1999, 1998 and 1997:
Earnings (loss) for common
shares before cumulative
effect of accounting
changes: $ (51,715) $ (17,726) $ (28,784) $ 11,025
Basic (2.20) (.76) (1.55) .63
Diluted (2.20) (.76) (1.55) .62
Net earnings (loss) for common shares:$ (70,297) $ (28,839) $ (40,458) $ 1,414
Basic (3.00) (1.23) (2.19) .08
Diluted (3.00) (1.23) (2.19) .08
Average shares outstanding:
Basic 23,469 23,469 23,378 18,477 17,489
Diluted 23,469 23,469 23,378 18,477 17,784
Balance Sheet Data
(at period end):
Cash, equivalents and
investments $34,075 $119,305 $ 13,239 $ 9,881 $ 24,715
Total assets 1,047,264 1,188,805 975,730 795,780 719,055
Corporate borrowings 694,172 754,105 561,045 348,990 315,072
Capital and financing
lease obligations 56,684 68,506 48,575 54,622 58,652
Stockholders'
equity (deficit) (59,045) 58,669 115,465 139,455 170,012
Years Ended (1)(5)
---------------------------------------------------
March 29, March 30, April 1, April 2, April 3,
(In thousands, except per
share and operating data) 2001 2000 1999 1998 1997
- -------------------------- ------------------------------------------------------
Other Financial Data:
Capital expenditures $ 120,881 $ 274,932 $260,813 $389,217 $253,380
Proceeds from sale/leasebacks
and financing
lease obligations 11,226 98,313 - 283,800 -
Net cash provided by operating
activities 43,458 89,027 67,167 91,322 109,339
Net cash used in investing
activities (84,018) (198,392) (239,317) (133,737) (283,917)
Net cash (used in) provided
by financing activities (43,199) 215,102 175,068 27,703 188,717
Adjusted EBITDA (4) 140,795 117,620 107,597 109,144 115,362
Operating Data (at period end):
Screen additions 115 450 380 608 314
Screen dispositions 250 282 87 123 76
Average screens 2,818 2,754 2,560 2,097 1,818
Attendance (in thousands) 151,171 152,943 150,378 130,021 121,391
Number of screens operated 2,768 2,903 2,735 2,442 1,957
Number of theatres operated 180 211 233 229 228
Screens per theatre 15.4 13.8 11.7 10.7 8.6
(1)Fiscal 1997 consists of 53 weeks. All other fiscal years have 52
weeks.
(2)Fiscal 2001 includes a $15,760 cumulative effect of an accounting
change related to revenue recognition for gift certificates and
discounted theatre tickets (net of income tax benefit of $10,950)
which reduced earnings per share by $.67 per common share. Fiscal
2000 includes a $5,840 cumulative effect of an accounting change for
preopening expenses (net of income tax benefit of $4,095) which
reduced earnings per share by $.25 per common share.
(3)Theatre and other closure expense relates to actual and estimated
lease exit costs on older theatres and vacant restaurant space
related to a terminated joint venture.
(4)Represents net earnings (loss) before cumulative effect of
accounting changes plus interest, income taxes, depreciation and
amortization and adjusted for restructuring charge, impairment
losses, preopening expense, theatre and other closure expense, gain
(loss) on disposition of assets and equity in earnings of
unconsolidated affiliates. Management of the Company has included
Adjusted EBITDA because it believes that Adjusted EBITDA provides
lenders and stockholders additional information for estimating the
Company's value and evaluating its ability to service debt.
Management of the Company believes that Adjusted EBITDA is a
financial measure commonly used in the Company's industry and should
not be construed as an alternative to operating income (as
determined in accordance with GAAP). Adjusted EBITDA as determined
by the Company may not be comparable to EBITDA as reported by other
companies. In addition, Adjusted EBITDA is not intended to
represent cash flow (as determined in accordance with GAAP) and does
not represent the measure of cash available for discretionary uses.
(5) There were no cash dividends declared on Common Stock during the
last five fiscal years.
(/table>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
This section contains certain "forward-looking statements"
intended to qualify for the safe harbor from liability established by
the Private Securities Litigation Reform Act of 1995. These forward-
looking statements generally can be identified by use of statements
that include words or phrases such as the Company or its management
"believes," "expects," "anticipates," "intends," "plans," "foresees"
or other words or phrases of similar import. Similarly, statements
that describe the Company's objectives, plans or goals also are
forward-looking statements. All such forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those contemplated by the relevant
forward-looking statement. Important factors that could cause actual
results to differ materially from the expectations of the Company
include, among others: (i) the Company's ability to enter into various
financing programs; (ii) the performance of films licensed by the
Company; (iii) potential work stoppage within the film industry that
could adversely impact the quality and quantity of films licensed by
the Company; (iv) competition; (v) construction delays; (vi) the
ability to open or close theatres and screens as currently planned;
(vii) general economic conditions, including adverse changes in
inflation and prevailing interest rates; (viii) demographic changes;
(ix) increases in the demand for real estate; (x) changes in real
estate, zoning and tax laws and (xi) unforeseen changes in operating
requirements. Readers are urged to consider these factors carefully
in evaluating the forward-looking statements. The forward-looking
statements included herein are made only as of the date of this Form
10-K and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.
OPERATING RESULTS
52 Weeks 52 Weeks 52 Weeks
Ended Ended Ended
March 29, March 30, April 1,
(Dollars in thousands) 2001 2000 1999
- ----------------------------------------------------------------------
Revenues
North American theatrical
exhibition
Admissions $ 747,958 $ 714,340 $ 630,242
Concessions 320,866 319,725 300,374
Other theatre 23,680 28,709 20,841
-------------------------------------
1,092,504 1,062,774 951,457
International theatrical exhibition
Admissions 63,110 48,743 31,919
Concessions 13,358 10,130 6,973
Other theatre 2,372 1,304 925
----------------------------------
78,840 60,177 39,817
NCN and other 43,457 43,991 32,182
----------------------------------
Total revenues $1,214,801 $1,166,942 $1,023,456
==================================
Cost of Operations
North American theatrical
exhibition
Film exhibition costs $399,467 $ 392,414 $ 341,523
Concession costs 42,309 47,218 46,434
Theatre operating expense 277,338 272,886 249,916
Rent 204,310 183,214 157,282
Preopening expense 2,648 5,392 1,783
Theatre and other closure
expense 24,169 16,661 2,801
----------------------------------
950,241 917,785 799,739
International theatrical
exhibition
Film exhibition costs 32,884 25,322 16,914
Concession costs 4,146 3,508 2,253
Theatre operating 23,435 17,186 10,229
Rent 25,004 15,548 8,088
Preopening expense 1,160 1,403 482
----------------------------------
86,629 62,967 37,966
NCN and other 42,610 44,619 30,899
General and administrative 32,499 47,407 52,321
Restructuring charge - 12,000 -
Depreciation and amortization 105,260 95,974 89,221
Impairment of long-lived assets 68,776 5,897 4,935
Gain on disposition of assets (664) (944) (2,369)
----------------------------------
Total costs and expenses $,285,351 $1,185,705 $1,012,712
========= ============= =============
Years Ended March 29, 2001 and March 30, 2000
Revenues. Total revenues increased 4.1% during the year ended
March 29, 2001 compared to the year ended March 30, 2000.
North American theatrical exhibition revenues increased 2.8% from
the prior year. Admissions revenues increased 4.7% due to a 7.8%
increase in average ticket price offset by a 2.9% decrease in
attendance. The increase in average ticket prices was due primarily to
a strategic initiative implemented by the Company during fiscal 2000
and 2001 to selectively increase ticket and concession prices.
Attendance decreased due to a 6.8% decrease in attendance at
comparable theatres (theatres opened before fiscal 2000), the closure
or sale of 36 theatres with 244 screens since March 30, 2000 offset by
attendance increases from 4 new theatres with 75 screens added since
March 30, 2000. The decline in attendance at comparable theatres was
related to certain older multiplexes (theatres generally without
stadium seating) experiencing competition from megaplexes (theatres
with predominantly stadium seating) operated by the Company and other
competing theatre circuits, a trend the Company generally anticipates
will continue, and a decline in the popularity of film product,
primarily in the summer, during the year ended March 29, 2001 as
compared with the prior year. Concessions revenues increased 0.4% due
to a 3.3% increase in average concessions per patron offset by the
decrease in attendance. The increase in average concessions per patron
was attributable primarily to selective price increases.
International theatrical exhibition revenues increased 31.0% from
the prior year. Admissions revenues increased 29.5% due to an
increase in attendance from the addition of 2 new theatres with a
total of 34 screens since March 30, 2000. Attendance at comparable
theatres decreased 1.7%. Concession revenues increased 31.9% due
primarily to the increase in total attendance. International revenues
were negatively impacted by a stronger U.S. dollar, although this did
not contribute materially to consolidated net loss.
Revenues from NCN and other decreased 1.2% from the prior year due
to a decline in revenues at NCN.
Costs and expenses. Total costs and expenses increased 8.4% during
the year ended March 29, 2001 compared to the year ended March 30, 2000.
North American theatrical exhibition costs and expenses increased
3.5% from the prior year. Film exhibition costs increased 1.8% due to
higher admissions revenues offset by a decrease in the percentage of
admissions paid to film distributors. As a percentage of admissions
revenues, film exhibition costs were 53.4% in the current year as
compared with 54.9% in the prior year. The decrease in film
exhibition costs as a percentage of admissions revenues was impacted
primarily by Star Wars Episode I: The Phantom Menace, a film whose
audience appeal led to higher than normal film rental terms during the
prior year. Concession costs decreased 10.4% due to additional
marketing incentives from vendors under renegotiated contract terms
and the Company's initiative to consolidate purchasing to obtain more
favorable pricing. As a percentage of concessions revenues,
concession costs were 13.2% in the current year compared with 14.8% in
the prior year. As a percentage of revenues, theatre operating
expense was 25.4% in the current year as compared to 25.7% in the
prior year. Rent expense increased 11.5% due to the higher number of
screens in operation and the growing number of megaplexes in the
Company's theatre circuit, which generally have higher rent per screen
than multiplexes. During the year, the Company incurred $24,169,000 of
theatre and other closure expenses primarily comprised of expected
payments to landlords to terminate leases related to the closure of 34
multiplexes with 211 screens and vacant restaurant space related to a
terminated joint venture. The Company closed these theatres as a
result of negative operating cash flows which were not expected to
improve in the future. The Company anticipates that it will incur
approximately $5,000,000 of costs related to the closure of
approximately 75 multiplex screens in fiscal 2002 and $6,000,000 of
costs related to the closure of approximately 75 multiplex screens in
fiscal 2003.
International theatrical exhibition costs and expenses increased
37.6% from the prior year. Film exhibition costs increased 29.9%
primarily due to higher admission revenues. Rent expense increased
60.8% and theatre operating expense increased 36.4% from the prior
year, due to the increased number of screens in operation.
International theatrical exhibition costs and expenses were positively
impacted by a stronger U.S. dollar, although this did not contribute
materially to consolidated net loss.
Costs and expenses from NCN and other decreased 4.5% due
primarily to a decrease in costs at NCN.
General and administrative expenses decreased 31.4% from the prior
year due to cost savings associated with the consolidation of the
Company's divisional operations. As a percentage of total revenues,
recurring general and administrative expenses declined from 3.8% in the
prior year to 2.7% in the current year. On September 30, 1999, the
Company recorded a restructuring charge of $12,000,000 ($7,200,000 net
of income tax benefit or $.31 per share) related to the consolidation
of its three U.S. divisional operations offices into its corporate
headquarters and a decision to discontinue direct involvement with
pre-development activities associated with certain
retail/entertainment projects conducted through its wholly-owned
subsidiary, Centertainment, Inc. As a result of the restructuring, the
Company realized general and administrative expense reductions of
approximately $15,000,000 in fiscal 2001.
Depreciation and amortization increased 9.7%, or $9,286,000,
during the year ended March 29, 2001. This increase was primarily
caused by an increase in depreciation of $10,514,000 related to the
Company's new megaplexes.
During fiscal 2001, the Company recognized a non-cash impairment
loss of $68,776,000 ($40,576,000 net of income tax benefit, or $1.73
per share) on 76 theatres with 719 screens. The Company recognized an
impairment loss of $35,263,000 on 5 Canadian theatres with 122
screens, $19,762,000 on 17 U.S. theatres with 202 screens, (primarily
in Arizona, Texas, Florida, California and Maryland) including 2
theatres with 44 screens opened since 1995, $4,891,000 on one French
theatre with 20 screens, $3,592,000 on 34 U.S. theatres with 222
screens (primarily in Texas, Florida and Michigan) that were closed
during fiscal 2001, $3,476,000 on 19 U.S. theatres with 153 screens
(primarily in Georgia, Florida and Missouri) that are expected to be
closed in the near future, $1,042,000 on the discontinued development
of a theatre in Taiwan and $750,000 related to real estate held for
sale. Included in these losses, is an impairment of $3,855,000 on 41
theatres with 317 screens that were included in impairment losses
recognized in previous periods. The estimated future cash flows of
these theatres, undiscounted and without interest charges, were less
than the carrying value of the theatre assets. The Company is
evaluating its future plans for many of its theatres, which may
include selling theatres, subleasing properties to other exhibitors or
for other uses, or closing theatres and terminating the leases. The
Company expects to close approximately 150 screens in fiscal 2002 and
2003. Prior to and including fiscal 2001, $8,608,000 of impairment
charges have been taken on these expected closures and the economic
life of these theatre assets have been revised to reflect management's
best estimate of the economic life of the theatre assets for purposes
of recording depreciation. Closure or other dispositions of certain
theatres will result in expenses which are primarily comprised of
expected payments to landlords to terminate leases and will be
recorded as theatre and other closure expense.
During the fourth quarter of fiscal 2000, the Company recognized
a non-cash impairment loss of $5,897,000 ($3,479,000 net of income tax
benefit, or $.15 per share) on 13 theatres with 111 screens in 6
states (primarily Florida, Michigan and Louisiana) including a loss of
$690,000 associated with one theatre that was included in impairment
losses recognized in previous periods.
Gain on disposition of assets decreased from a gain of $944,000
in the prior year to a gain of $664,000 during the current year.
Current year results include a gain on the sale of real estate held
for investment offset by the loss on the sale of furniture, fixtures
and equipment. Prior year results include a gain on the sale of real
estate held for investment and gains related to the sales of the real
estate assets associated with two theatres.
Other Income. During fiscal 2001, the Company recognized non-
cash income of $9,996,000 ($5,898,000 net of income tax benefit, or
$.25 per share) related to the extinguishment of gift certificate
liabilities.
Interest Expense. Interest expense increased 22.8% during the
year ended March 29, 2001 compared to the prior year, due to an
increase in average outstanding borrowings and interest rates.
Income Tax Provision. The provision for income taxes decreased
to a benefit of $45,700,000 during the current year from a benefit of
$31,900,000 in the prior year. The effective tax rate was 33.6% for
the current year compared to 39.3% for the previous year. The
decline in effective rate was primarily due to a $5,200,000
increase in valuation allowance for state and foreign net operating
loss carryforwards. Management believes that it is more likely
than not that these net operating loss carryforwards will not be
realized due to uncertainties as to the timing and amounts of
future taxable income.
Net Loss. Net loss increased during the year ended March 29,
2001 to a loss of $105,886,000 from a loss of $55,187,000 in the
prior year due primarily to the impairment loss and the cumulative
effect of an accounting change recorded in the current year. Net
loss per share was $4.51 compared to a loss of $2.35 in the prior
year. Current year results include the cumulative effect of an
accounting change of $15,760,000 (net of income tax benefit of
$10,950,000) and an impairment loss of $68,776,000 ($40,576,000 net
of income tax benefit) which reduced earnings per share by $.67 and
$1.73, respectively, for the year ended March 29, 2001. Prior year
results include the cumulative effect of an accounting change of
$5,840,000 (net of income tax benefit of $4,095,000) and a
restructuring charge of $12,000,000 ($7,200,000 net of income tax
benefit of $4,800,000), which reduced earnings per share by $.25
and $.31, respectively, for the year ended March 30, 2000.
Years Ended March 30, 2000 and April 1, 1999
Revenues. Total revenues increased 14.0% during the year ended
March 30, 2000 compared to the year ended April 1, 1999.
North American theatrical exhibition revenues increased 11.7%
from the prior year. Admissions revenues increased 13.3% due to a
13.4% increase in average ticket price. The increase in average
ticket prices was due primarily to a strategic initiative
implemented by the Company to selectively increase ticket and
concession prices. Attendance decreased due to the closure or sale
of 42 theatres with 279 screens since April 1, 1999 and a 7.6%
decrease in attendance at comparable theatres (theatres opened
before fiscal 1999) offset by attendance increases from 15 new
theatres with 342 screens added since April 1, 1999. The decline in
attendance at comparable theatres was related to certain older
multiplexes experiencing competition from new megaplexes operated by
the Company and other competing theatre circuits, a trend the
Company generally anticipates will continue, and a decline in the
popularity of film product during the year ended March 30, 2000 as
compared with the prior year. Concessions revenues increased 6.4%
due to a 6.5% increase in average concessions per patron. The
increase in average concessions per patron was attributable
primarily to selective price increases.
International theatrical exhibition revenues increased 51.1%
from the prior year. Admissions revenues increased 52.7% due to an
increase in attendance from the addition of 4 new theatres with a
total of 78 screens since April 1, 1999. Attendance at comparable
theatres decreased 11.4% due to a decline in the popularity of film
product in Japan and competition from new theatrical exhibitors in
Japan. Concession revenues increased 45.3% due primarily to the
increase in total attendance. International revenues were positively
impacted by a weaker U.S. dollar, although this did not contribute
materially to consolidated net loss.
Revenues from NCN and other increased 36.7% from the prior year
due to increased sales of rolling stock advertising at NCN.
Costs and expenses. Total costs and expenses increased 17.1% during
the year ended March 30, 2000 compared to the year ended April 1, 1999.
North American theatrical exhibition costs and expenses increased
14.8% from the prior year. Film exhibition costs increased 14.9% due
to higher admissions revenues and an increase in the percentage of
admissions paid to film distributors. As a percentage of admissions
revenues, film exhibition costs were 54.9% in the current year as
compared with 54.2% in the prior year. The increase in film
exhibition costs as a percentage of admissions revenues was primarily
due to Star Wars Episode I: The Phantom Menace, a film whose audience
appeal led to higher than normal film rental terms. Concession costs
increased 1.7% due to the increase in concessions revenues offset by a
decrease in concession costs as a percentage of concessions revenues.
As a percentage of concessions revenues, concession costs were 14.8%
in the current year compared with 15.5% in the prior year, due to the
concession price increases. As a percentage of revenues, theatre
operating expense was 25.7% in the current year as compared to 26.3%
in the prior year. Rent expense increased 16.5% due to the higher
number of screens in operation and the growing number of megaplexes in
the Company's theatre circuit, which generally have higher rent per
screen than multiplexes. During the year, the Company incurred
$16,661,000 of theatre closure expenses primarily comprised of
expected payments to landlords to terminate leases related to the
closure of 35 multiplexes with 242 screens. The Company closed these
theatres as a result of negative operating cash flows which were not
expected to improve in the future.
International theatrical exhibition costs and expenses increased
65.9% from the prior year. Film exhibition costs increased 49.7%
primarily due to higher admission revenues, offset by a decrease in the
percentage of admissions paid to film distributors. Rent expense
increased 92.2% and theatre operating expense increased 68.0% from the
prior year, due to the increased number of screens in operation.
International theatrical exhibition costs and expenses were negatively
impacted by a weaker U.S. dollar, although this did not contribute
materially to consolidated net loss.
Costs and expenses from NCN and other increased 44.4% due
primarily to an increase in costs associated with the increased sales
of rolling stock advertising at NCN.
General and administrative expenses decreased 9.4% from the prior
year due to cost savings associated with the consolidation of the
Company's divisional operations as discussed below. The Company also
incurred $2,500,000 of non-recurring relocation costs related to this
consolidation. As a percentage of total revenues, recurring general and
administrative expenses declined from 5.1% in the prior year to 3.8% in
the current year.
On September 30, 1999, the Company recorded a restructuring
charge of $12,000,000 ($7,200,000 net of income tax benefit or $.31
per share) related to the consolidation of its three U.S. divisional
operations offices into its corporate headquarters and a decision to
discontinue direct involvement with pre-development activities
associated with certain retail/entertainment projects conducted
through its wholly-owned subsidiary, Centertainment, Inc. Included in
this total are severance and other employee related costs of
$5,300,000, lease termination costs of $700,000 and the write-off of
capitalized pre-development costs of $6,000,000. As a result of the
restructuring, the Company realized general and administrative expense
reductions of approximately $5,500,000 in fiscal 2000.
Depreciation and amortization increased 7.6%, or $6,753,000,
during the year ended March 30, 2000. This increase was caused by an
increase in depreciation of $12,930,000 related to the Company's new
megaplexes, which was partially offset by a $8,728,000 decrease in
amortization due to a change in accounting for start-up activities.
During the fourth quarter of the current year, the Company
recognized a non-cash impairment loss of $5,897,000 ($3,479,000 net of
income tax benefit, or $.15 per share) on 13 theatres with 111 screens
in 6 states (primarily Florida, Michigan and Louisiana) including a
loss of $690,000 associated with one theatre that was included in
impairment losses recognized in previous periods. The estimated
future cash flows of these theatres, undiscounted and without interest
charges, were less than the carrying value of the theatre assets.
During the fourth quarter of fiscal 1999, the Company recognized
a non-cash impairment loss of $4,935,000 ($2,912,000 net of income tax
benefit, or $.13 per share) on 24 theatres with 186 screens in 11
states (primarily Georgia, Ohio, Texas and Colorado) including a loss
of $937,000 associated with 7 theatres that were included in
impairment losses recognized in previous periods.
Gain on disposition of assets decreased from a gain of $2,369,000
in the prior year to a gain of $944,000 during the current year.
Current year results include a gain on the sale of real estate held
for investment and gains related to the sales of the real estate
assets associated with two theatres. Prior year results include gains
related to the sales of real estate assets associated with three
theatres.
Interest Expense. Interest expense increased 62.3% during the
year ended March 30, 2000 compared to the prior year, due to an increase
in average outstanding borrowings and interest rates. The increase in
average interest rates was primarily due to the issuance of $225,000,000
of 9 1/2% Senior Subordinated Notes due 2011 on January 27, 1999.
Income Tax Provision. The provision for income taxes decreased
to a benefit of $31,900,000 during the current year from a benefit of
$10,500,000 in the prior year. The effective tax rate was 39.3% for
the current year compared to 39.6% for the previous year.
Net Loss. Net loss increased during the year ended March 30, 2000
to a loss of $55,187,000 from a loss of $16,016,000 in the prior year.
Net loss per share was $2.35 compared to a loss of $.69 in the prior
year. Current year results include the cumulative effect of an
accounting change of $5,840,000 (net of income tax benefit of
$4,095,000) and a restructuring charge of $12,000,000 ($7,200,000 net of
income tax benefit of $4,800,000), which reduced earnings per share by
$.25 and $.31, respectively, for the year ended March 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues are collected in cash, principally
through box office admissions and theatre concessions sales. The
Company has an operating "float" which partially finances its
operations and which generally permits the Company 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 30 to 45 days following receipt of box office admissions
revenues. The Company is only occasionally required to make
advance or early payments or non-refundable guaranties of film
rentals. Film distributors generally release during the summer and
holiday seasons the films which they anticipate will be the most
successful. Consequently, the Company typically generates higher
revenues during such periods. Cash flows from operating
activities, as reflected in the Consolidated Statements of Cash
Flows, were $43,458,000, $89,027,000 and $67,167,000 in fiscal
years 2001, 2000 and 1999, respectively. The decrease in operating
cash flows from fiscal year 2000 to fiscal year 2001 is primarily
due to increased competition, the decline in the performance of
films and an increase in rent, interest and theatre closure
payments. The Company had a net working capital deficit as of
March 29, 2001 and March 30, 2000 of $148,519,000 and $29,602,000,
respectively. The increase in working capital deficit is attributed
primarily to a decrease in temporary cash investments of
$82,000,000, a $15,000,000 increase in deferred income and a
$14,000,000 increase in theatre and other closure reserves which
management classifies as current based on its intention to
negotiate termination of the related lease obligations within one
year. The increase in working capital deficit is not expected to
negatively impact the Company's ability to fund operations or
planned capital expenditures for the next 12 months. The Company
borrows against its Credit Facility to meet obligations as they
come due and had approximately $150,000,000 and $85,000,000
available on its Credit Facility to meet these obligations as of
March 29, 2001 and March 30, 2000, respectively.
The Company continues to expand its North American and
International theatre circuits. During the current fiscal year, the
Company opened 6 theatres with 109 screens and added 6 screens to
an existing theatre. In addition, the Company closed 37 theatres
with 250 screens resulting in a circuit total of 180 theatres with
2,768 screens as of March 29, 2001.
The costs of constructing new theatres are funded by the Company
through internally generated cash flow or borrowed funds. The
Company generally leases its theatres pursuant to long-term non-
cancelable operating leases which require the developer, who owns the
property, to reimburse the Company for a portion of the construction
costs. However, the Company 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. During fiscal 2001, the Company leased 5 new theatres with 97
screens from developers and leased one theatre with 12 screens
pursuant to a ground lease. The Company has granted an option to
Entertainment Properties Trust ("EPT"), a real estate investment
trust, to acquire the land at one megaplex theatre for the cost to
the Company. In addition, for a period of five years subsequent to
November 1997, EPT will have a right of first refusal and first offer
to purchase and leaseback to the Company the real estate assets
associated with any megaplex theatre and related entertainment
property owned or ground-leased by the Company, exercisable upon the
Company's intended disposition of such property. As of March 29,
2001, the Company had 4 open megaplexes that would be subject to
EPT's right of first refusal and first offer to purchase should the
Company seek to dispose of such megaplexes. Historically, the
Company has owned and paid for the equipment necessary to fixture a
theatre. However, the Company entered into master lease agreements
in fiscal 2000 and 1999 in the amount of $21,200,000 and $25,000,000,
respectively, for equipment necessary to fixture certain theatres.
The master lease agreements have an initial term of six years and
include early termination and purchase options. The Company
classifies these leases as operating leases.
As of March 29, 2001, the Company had construction in progress
of $58,858,000 and reimbursable construction advances (amounts due
from developers on leased theatres) of $733,000. The Company had
four theatres in the U.S. with a total of 74 screens, two theatres
in Canada with 38 screens and two theatres in Spain with 38 screens
under construction on March 29, 2001. During the fifty-two weeks
ended March 29, 2001, the Company had capital expenditures of
$120,881,000. The Company expects that the net cash requirements for
capital expenditures, giving effect to proceeds of $7,500,000 on an
anticipated sale and leaseback transaction, will approximate
$85,000,000 in fiscal 2002.
The Company's Credit Facility permits borrowings at interest rates
based on either the bank's base rate or LIBOR and requires an annual
commitment fee based on margin ratios that could result in a rate of .375%
or .500% on the unused portion of the commitment. The Credit Facility
matures on April 10, 2004. The commitment thereunder will be reduced by
$25,000,000 on each of December 31, 2002, March 31, 2003, June 30,
2003 and September 30, 2003 and by $50,000,000 on December 31,
2003. The total commitment under the Credit Facility is
$425,000,000, but the facility contains covenants that limit the
Company's ability to incur debt (whether under the Credit Facility
or from other sources). As of March 29, 2001, the Company had
outstanding borrowings of $270,000,000 under the Credit Facility at an
average interest rate of 7.7% per annum, and approximately $150,000,000
was available for borrowing under the Credit Facility. On April 19,
2001, the Company issued Preferred Stock for an aggregate purchase
price of $250,000,000. Net proceeds from the sale of approximately
$225,000,000 were used to reduce outstanding indebtedness under the
Credit Facility and increase available borrowing amounts under the
Credit Facility.
Covenants under the Credit Facility impose limitations on
indebtedness, creation of liens, change of control, transactions with
affiliates, mergers, investments, guaranties, asset sales, dividends,
business activities and pledges. In addition, the Credit Facility
contains certain financial covenants. Covenants under the Indentures
relating to the Company's $225,000,000 aggregate principal amount of 9
1/2% Senior Subordinated Notes due 2011 (the "Notes due 2011") and
$200,000,000 aggregate principal amount of 9 1/2% Senior Subordinated
Notes due 2009 (the "Notes due 2009") are substantially the same and
impose limitations on the incurrence of indebtedness, dividends,
purchases or redemptions of stock, transactions with affiliates, and
mergers and sales of assets, and require the Company to make an offer
to purchase the Notes upon the occurrence of a change in control, as
defined in the Indentures. Upon a change of control, the Company will
be required to make an offer to repurchase each holder's Notes due
2009 and Notes due 2011 at a price equal to 101% of the principal
amount thereof plus accrued and unpaid interest to the date of
repurchase. As of March 29, 2001, the Company was in compliance with
all financial covenants relating to the Credit Facility, the Notes due
2009 and the Notes due 2011. However, as of such date, under
provisions of the Indentures related to the Notes due 2009 and the
Notes due 2011, the Company is currently prohibited from incurring
additional indebtedness other than additional borrowings under the
Credit Facility and other permitted indebtedness, as defined in the
Indentures, and paying cash dividends or making distributions in
respect of its capital stock.
The Indentures relating to the Notes due 2009 and 2011
(collectively, the "Notes") contain certain provisions subordinating
the obligations of the Company under the Notes to its obligations
under the Credit Facility and other senior indebtedness. These
include a provision that applies if there is a payment default under
the Credit Facility or other senior indebtedness and one that applies
if there is a non-payment default that permits acceleration of
indebtedness under the Credit Facility. If there is a payment
default under the Credit Facility or other senior indebtedness,
generally no payment may be made on the Notes until such payment
default has been cured or waived or such senior indebtedness had been
discharged or paid in full. If there is a non-payment default under
the Credit Facility that would permit the lenders to accelerate the
maturity date of the Credit Facility, no payment may be made on the
Notes for a period (the "Payment Blockage Period") commencing upon the
receipt by the Indenture trustees for the Notes of notice of such
default and ending up to 179 days thereafter. Not more than one
Payment Blockage Period may be commenced during any period of 365
consecutive days. Failure of the Company to make payment on either
series of Notes when due or within any applicable grace period,
whether or not occurring under a Payment Blockage Period, will be an
event of default with respect to such Notes. As of March 29, 2001,
the Company was in compliance with all financial covenants relating to
the Credit Facility and the Notes.
On April 19, 2001, the Company issued shares of Series A
Preferred Stock and Series B Preferred Stock for an aggregate purchase
price of $250,000,000. Net proceeds from the sale of approximately
$225,000,000 were used to reduce outstanding indebtedness under the
Company's Credit Facility. As described in Note 5 to the Company's
Notes to Consolidated Financial Statements included in Part I Item 8.
of this Form 10-K, dividends on the Preferred Stock are payable in
additional shares of Preferred Stock until April 2004. Thereafter, at
the Company's option, dividends on Series B Preferred Stock may be
paid in additional shares of Series B Preferred Stock until April 2006
and dividends on Series A Preferred Stock may be paid in additional
shares of Series A Preferred Stock until April 2008. Reference is made
to Note 5 for information describing circumstances in which holders of
Preferred Stock may be entitled to special in-kind dividends and other
circumstances under which holders of Preferred Stock may be required
to receive payments-in-kind in lieu of cash and shares of Series B
Preferred Stock instead of Series A Preferred Stock. Reference is
also made to Note 5 for information relating to conversion rights,
exchange obligations, the Company's redemption option, the holders'
redemption option, voting rights, election of directors and
liquidation preferences of the Preferred Stock.
The Company believes that cash generated from operations,
existing cash and equivalents, expected reimbursements from developers
and the available commitment amount under its Credit Facility will be
sufficient to fund operations, including amounts due under credit
agreements, and planned capital expenditures for the next 12 months
and enable the Company to maintain compliance with covenants related
to the Credit Facility and the Notes. However, the performance of
films licensed by the Company and unforeseen changes in operating
requirements could affect the Company's ability to continue its
business strategy as well as comply with certain financial covenants.
Certain Factors That May Affect Future Results and Financial Condition
The Company's ability to operate successfully depends upon a
number of factors, the most important of which are the availability
and appeal of motion pictures, the Company's ability to license motion
pictures and the performance of such motion pictures in its markets.
The Company predominantly licenses first-run motion pictures. Poor
relationships with distributors, poor performance of motion pictures or
disruption in the production of motion pictures by the major studios
and/or independent producers may have an adverse effect upon the
business of the Company. Because film distributors usually release
films that they anticipate will be the most successful during the
summer and holiday seasons, poor performance of these films or
disruption in the release of films during such periods could adversely
impact the Company's results of operations for those particular
periods or for any fiscal year.
The Screen Actors Guild ("SAG") has a contract with the Alliance
of Motion Picture and Television Producers ("AMPTP"). The SAG
contract with AMPTP will expire on June 30, 2001. The SAG is currently
negotiating a new contract with AMPTP; however, failure to
successfully negotiate and execute a new contract could result in work
stoppage within the film industry that could adversely impact the
quality and quantity of films licensed by the Company.
As discussed in Part I Item 1. "Theatrical Exhibition Industry
and Competition", the annual growth rate for indoor screens has
exceeded the annual growth rate for attendance from 1995-2000.
Management believes that the industry is rationalizing the excess
capacity of screens as many theatrical exhibitors appear to be
curtailing expansion plans and are expected to accelerate the closure
of underperforming screens. If excess capacity in the industry does
not subside, the Company is at risk for increased erosion of its
theatre base and continued declines in comparable theatre attendance.
As the Company expands internationally, it becomes subject to
regulation by foreign governments. There are significant differences
between the theatrical exhibition industry regulatory environment in the
United States and in international markets. Regulatory barriers
affecting such matters as the size of theatres, the issuance of licenses
and the ownership of land may restrict market entry. Vertical
integration of production and exhibition companies in international
markets may also have an adverse effect on the Company's ability to
license motion pictures for international exhibition. Quota systems used
by some countries to protect their domestic film industry may adversely
affect revenues from theatres that the Company develops in such markets.
Such differences in industry structure and regulatory and trade
practices may adversely affect the Company's ability to expand
internationally or to operate at a profit following such expansion.
Contingencies that may affect future results and financial
condition are summarized in Note 10 of the Company's Notes to
Consolidated Financial Statements included in Part I Item 8. of this
Form 10-K and incorporated herein by reference.
Deferred Tax Assets
Readers are cautioned that forward looking statements contained
in this section should be read in conjunction with the Company's
disclosures under the heading "forward looking statements". The
following special factors could particularly affect the Company's
ability to achieve the required level of future taxable income to
enable it to realize its deferred tax assets: (i) competition; (ii)
the ability to open or close screens as currently planned; (iii) the
performance of films licensed by the Company; and (iv) future theatre
attendance levels.
The Company has recorded net current and non-current deferred
tax assets in accordance with Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, of approximately
$150,000,000 as of March 29, 2001, and estimates that it must
generate at least $385,000,000 of future taxable income to realize
those deferred tax assets. To achieve this level of future taxable
income, the Company intends to pursue its current business strategy
that includes expansion of its theatre circuit and closing less
profitable theatres, reduction of Credit Facility borrowings and
related interest expense with the net proceeds from the sale of
Preferred Stock and company-wide cost control initiatives. The
theatrical exhibition industry is cyclical and the Company believes
that it is capable of generating future taxable income once the
current industry replacement cycle is completed.
Management believes it is more likely than not that the Company
will realize future taxable income sufficient to utilize its deferred
tax assets except as follows. As of March 29, 2001, management
believed it was more likely than not that certain deferred tax assets
related to state tax net operating loss carryforwards, a net operating
loss carryforward of its French subsidiary in the amount of $3,500,000
(expiring in 2003 through 2006) and other deferred tax assets of its
French subsidiary totaling $1,600,000 will not be realized due to
uncertainties as to the timing and amounts of related future taxable
income, accordingly, a valuation allowance of $5,561,000 was
established.
While management believes it is more likely than not that the
Company will realize future taxable income sufficient to realize its
net current and non-current deferred tax asset of $150,000,000, it is
possible that these deferred taxes may not be realized in the future.
The table below reconciles loss before income taxes and
cumulative effect of an accounting change for financial statement
purposes with taxable loss for income tax purposes:
(estimated)
52 Weeks Ended 52 Weeks Ended 52 Weeks Ended
March 29, March 30, April 1,
(Dollars in thousands) 2001 2000 1999
- --------------------------------------------------------------------------------
Loss before income taxes and
Cumulative effect of an
accounting change $(135,826) $(81,247) $(26,516)
Cumulative effect of an
accounting change 26,710 (9,935) -
Reserve for future dispositions 13,810 15,364 (421)
Depreciation and amortization (16,600) (3,740) (17,790)
Gain on disposition of assets (1,358) (16,000) (1,247)
Impairment of long-lived assets 50,961 (5,896) 3,542
Foreign corporation activity (640) 5,779 4,274
Other (24,180) 32,517 4,807
------- ------------------ -------------
Taxable loss before special
deductions and net operating
loss carrybacks $ (87,123) $(63,158) $ (33,351)
======== =============== ==============
The Company's foreign subsidiaries have net operating loss
carryforwards in Portugal, Spain and the United Kingdom aggregating
$8,000,000, $417,000 of which may be carried forward indefinitely and
the balance of which expires from 2003 through 2008. The Company's
Federal income tax loss carryforward of $147,000,000 expires in 2020
and 2021 and will be limited to approximately $8,500,000 annually due
to the sale of Preferred Stock to the Apollo Purchasers. The Company's
state income tax loss carryforwards of $52,000,000, net of valuation
allowance, may be used over various periods ranging from 5 to 20
years.
The Company anticipates that net temporary differences should
reverse and become available as tax deductions as follows:
2002 $ 55,000,000
2003 33,000,000
2004 20,000,000
2005 38,000,000
2006 8,000,000
Thereafter 231,000,000
------------
Total $385,000,000
============
Euro Conversion
In January 1999, certain member countries of the European Union
established irrevocable, fixed conversion rates between their existing
currencies and the European Union's common currency (the "Euro"). The
introduction of the Euro is scheduled to be phased in over a period
ending January 1, 2002, when Euro notes and coins will come into
circulation. The existing currencies are due to be completely removed
from circulation on February 28, 2002.
The Company currently operates one theatre in Portugal, two
theatres in Spain and one in France. These countries are member
countries that adopted the Euro as of January 1, 1999. The Company is
implementing necessary changes to accounting, operational, and payment
systems to accommodate the introduction of the Euro. The Company does
not anticipate that the conversion will have a material impact on its
consolidated financial position, results of operations or cash flows.
Impact of Inflation
Historically, the principal impact of inflation and changing
prices upon the Company has been to increase the costs of the
construction of new theatres, the purchase of theatre equipment and
the utility and labor costs incurred in connection with continuing
theatre operations. Film exhibition costs, the largest cost of
operations of the Company, is customarily paid as a percentage of
admissions revenues and hence, while the film exhibition costs may
increase on an absolute basis, the percentage of admissions revenues
represented by such expense is not directly affected by inflation.
Except as set forth above, inflation and changing prices have not had
a significant impact on the Company's total revenues and results of
operations.
New Accounting Pronouncements
During fiscal 1999, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133 ("SFAS
133"), Accounting for Derivative Instruments and Hedging Activities
which was amended by Statement of Financial Accounting Standards No.
138 issued in June 2000. The statement requires companies to recognize
all derivatives as either assets or liabilities, with the instruments
measured at fair value. The accounting for changes in fair value of a
derivative depends on the intended use of the derivative and the
resulting designation. The statement is effective for all fiscal years
beginning after June 15, 2000. The statement will become effective for
the Company in fiscal 2002. Adoption of this statement is not expected
to have a material impact on the Company's consolidated financial
position, results of operations or cash flows.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements. SAB 101 draws upon the existing
accounting rules and explains those rules, by analogy, to other
transactions that the existing rules do not specifically address. The
Company adopted SAB 101, as required, retroactive to the beginning of
fiscal year 2001. The impact of adopting SAB 101 on the Company's
consolidated financial position and results of operations is
summarized in Note 1 of the Company's Notes to Consolidated Financial
Statements included in Part I Item 8. of this Form 10-K and
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to various market risks including interest
rate risk and foreign currency exchange rate risk. The Company does
not hold any significant derivative financial instruments.
Market risk on variable-rate financial instruments. The Company
maintains a $425,000,000 credit facility (the "Credit Facility"),
which permits borrowings at interest rates based on either the bank's
base rate or LIBOR. Increases in market interest rates would cause
interest expense to increase and earnings before income taxes to
decrease. The change in interest expense and earnings before income
taxes would be dependent upon the weighted average outstanding
borrowings during the reporting period following an increase in market
interest rates. Based on the Company's outstanding borrowings under
the Credit Facility as of March 29, 2001 at an average interest rate
of 7.7% per annum, a 100 basis point increase in market interest rates
would increase annual interest expense and decrease earnings before
income taxes by approximately $2,700,000.
Market risk on fixed-rate financial instruments. Included in long-
term debt are $200,000,000 of 9 1/2% Senior Subordinated Notes due 2009
and $225,000,000 of 9 1/2% Senior Subordinated Notes due 2011. Increases
in market interest rates would generally cause a decrease in the fair
value of the Notes due 2009 and the Notes due 2011 and a decrease in
market interest rates would generally cause an increase in fair value of
the Notes due 2009 and the Notes due 2011.
Foreign currency exchange rates. The Company currently operates
theatres in Canada, Portugal, Spain, France, Japan, Sweden, and China
(Hong Kong) and is currently developing theatres in the United
Kingdom. As a result of these operations, the Company has assets,
liabilities, revenues and expenses denominated in foreign currencies.
The strengthening of the U.S. dollar against the respective currencies
causes a decrease in the carrying values of assets, liabilities,
revenues and expenses denominated in such foreign currencies and the
weakening of the U.S. dollar against the respective currencies causes
an increase in the carrying values of these items. The increases and
decreases in assets, liabilities, revenues and expenses are included
in accumulated other comprehensive income. Changes in foreign
currency exchange rates also impact the comparability of earnings in
these countries on a year-to-year basis. As the U.S. dollar
strengthens, comparative translated earnings decrease, and as the U.S.
dollar weakens comparative translated earnings from foreign operations
increase. Although the Company does not currently hedge against
foreign currency exchange rate risk, it does not intend to repatriate
funds from the operations of its international theatres but instead
intends to use them to fund current and future operations. A 10%
fluctuation in the value of the U.S. dollar against all foreign
currencies of countries where the Company currently operates theatres
would either increase or decrease earnings before income taxes and
accumulated other comprehensive income by approximately $2,300,000 and
$14,300,000, respectively.
Item 8. Financial Statements and Supplementary Data.
RESPONSIBILITY FOR PREPARATION
OF FINANCIAL STATEMENTS
AMC Entertainment Inc.
TO THE STOCKHOLDERS OF AMC ENTERTAINMENT INC.
The accompanying consolidated financial statements and related notes of AMC
Entertainment Inc. and subsidiaries were prepared by management in
conformity with accounting principles generally accepted in the United
States of America appropriate in the circumstances. In preparing the
financial statements, management has made judgments and estimates based on
currently available information. Management is responsible for the
information; representations contained elsewhere in this Annual Report are
consistent with the financial statements.
The Company has a formalized system of internal accounting controls
designed to provide reasonable assurance that assets are safeguarded and
that its financial records are reliable. Management monitors the system
for compliance to measure its effectiveness and recommends possible
improvements. In addition, as part of their audit of the consolidated
financial statements, the Company's independent accountants review and test
the internal accounting controls on a selected basis to establish a basis
of reliance in determining the nature, extent and timing of audit tests to
be applied.
The Audit Committee of the Board of Directors (consisting solely of
Directors from outside the Company) reviews the process involved in the
preparation of the Company's annual audited financial statements, and in
this regard meets (jointly and separately) with the independent
accountants, management and internal auditors to review matters relating to
financial reporting and accounting procedures and policies, the adequacy of
internal controls and the scope and results of the audit performed by the
independent accountants.
/s/ Craig R. Ramsey
Senior Vice President, Finance
Chief Financial Officer and
Chief Accounting Officer
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF AMC ENTERTAINMENT INC.
KANSAS CITY, MISSOURI
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity
(deficit) and cash flows present fairly, in all material respects, the
financial position of AMC Entertainment Inc. and subsidiaries (the
"Company") at March 29, 2001 and March 30, 2000, and the results of
their operations and their cash flows for each of the three fiscal
years in the period ended March 29, 2001 in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, the Company
adopted Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements, retroactive to the beginning of fiscal year 2001
and adopted the American Institute of Certified Public Accountants
Statement of Position 98-5, Reporting on the Costs of Start-up
Activities, during fiscal year 2000.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
May 21, 2001
AMC Entertainment Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
52 Weeks Ended 52 Weeks Ended 52 Weeks Ended
March 29, March 30, April 1,
(In thousands, except per share data) 2001 2000 1999
- ----------------------------------------------------------------------------------------
Revenues
Admissions $ 811,068 $ 763,083 $ 662,161
Concessions 334,224 329,855 307,347
Other theatre 26,052 30,013 21,766
Other 43,457 43,991 32,182
----------------------------------------------
Total revenues 1,214,801 1,166,942 1,023,456
Expenses
Film exhibition costs 432,351 417,736 358,437
Concession costs 46,455 50,726 48,687
Theatre operating expense 300,773 290,072 260,145
Rent 229,314 198,762 165,370
Other 42,610 44,619 30,899
General and administrative 32,499 47,407 52,321
Preopening expense 3,808 6,795 2,265
Theatre and other closure expense 24,169 16,661 2,801
Restructuring charge - 12,000 -
Depreciation and amortization 105,260 95,974 89,221
Impairment of long-lived assets 68,776 5,897 4,935
Gain on disposition of assets (664) (944) (2,369)
----------------------------------------------
Total costs and expenses 1,285,351 1,185,705 1,012,712
----------------------------------------------
Operating income (loss) (70,550) (18,763) 10,744
Other expense (income)
Other income (9,996) - -
Interest expense
Corporate borrowings 64,347 54,088 30,195
Capital and financing lease obligations 12,653 8,615 8,433
Investment income (1,728) (219) (1,368)
---------------------------------------------
Loss before income taxes and
cumulative effect of accounting changes (135,826) (81,247) (26,516)
Income tax provision (45,700) (31,900) (10,500)
---------------------------------------------
Loss before cumulative effect of
accounting changes (90,126) (49,347) (16,016)
Cumulative effect of accounting changes
(net of income tax benefit of $10,950
and $4,095
in 2001 and 2000, respectively) (15,760) (5,840) -
---------------------------------------------
Net loss $(105,886) $ (55,187) $ (16,016)
=============================================
Loss per share before cumulative effect
of an accounting change:
Basic $ (3.84) $ (2.10) $ (0.69)
=============================================
Diluted $ (3.84) $ (2.10) $ (0.69)
=============================================
Loss per share
Basic $ (4.51) $ (2.35) $ (0.69)
=============================================
Diluted $ (4.51) $ (2.35) $ (0.69)
=============================================
Pro forma amounts assuming SAB No. 101
accounting change had been in effect
in fiscal 2000 and 1999:
Loss before cumulative effect
of accounting changes $ (51,715) $ (17,726)
======= =======
Basic (2.20) (.76)
====== ======
Diluted (2.20) (.76)
====== ======
Net Loss $ (70,297) $ (28,839)
======= =======
Basic (3.00) (1.23)
======= =======
Diluted (3.00) (1.23)
======= =======
See Notes to Consolidated Financial Statements.
AMC Entertainment Inc.
CONSOLIDATED BALANCE SHEETS
March 29, March 30,
(In thousands, except share data) 2001 2000
- ----------------------------------------------------------------------
Assets
Current assets:
Cash and equivalents $ 34,075 $ 119,305
Receivables, net of allowance for doubtful
accounts of $1,137 as of March 29, 2001
and $3,576 as of March 30, 2000 13,498 18,468
Reimbursable construction advances 733 10,955
Other current assets 45,075 45,275
--------------------
Total current assets 93,381 194,003
Property, net 757,518 822,295
Intangible assets, net 7,639 15,289
Deferred income taxes 135,491 81,955
Other long-term assets 53,235 75,263
--------------------
Total assets $1,047,264 $1,188,805
====================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $ 92,276 $ 99,466
Construction payables 8,713 6,897
Accrued expenses and other liabilities 138,193 114,037
Current maturities of corporate borrowings
and capital and
financing lease obligations 2,718 3,205
--------------------
Total current liabilities 241,900 223,605
Corporate borrowings 694,172 754,105
Capital and financing lease obligations 53,966 65,301
Other long-term liabilities 116,271 87,125
--------------------
Total liabilities 1,106,309 1,130,136
Commitments and contingencies
Stockholders' equity (deficit):
Common Stock, 66 2/3 cents par value;
19,447,598 shares
issued and outstanding
as of March 29, 2001 and March 30, 2000 12,965 12,965
Convertible Class B Stock, 66 2/3 cents
par value; 4,041,993 shares
issued and outstanding as of March 29, 2001
and March 30, 2000 2,695 2,695
Additional paid-in capital 106,713 106,713
Accumulated other comprehensive loss (15,121) (3,812)
Accumulated deficit (156,047) (50,161)
--------------------
(48,795) 68,400
Less:
Employee notes for Common Stock purchases 9,881 9,362
Common Stock in treasury, at cost, 20,500
shares as of
March 29, 2001 and March 30, 2000 369 369
--------------------
Total stockholders' equity (deficit) (59,045) 58,669
--------------------
Total liabilities and stockholders'
equity (deficit) $1,047,264 $1,188,805
======================
See Notes to Consolidated Financial Statements.
AMC Entertainment Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
52 Weeks 52 Weeks 52 Weeks
Ended Ended Ended
March 29, March 30, April 1,
(In thousands) 2001 2000 1999
- ---------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash flows from operating activities:
Net loss $(105,886) $(55,187) $(16,016)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Restructuring charge - 5,629 -
Depreciation and amortization 105,260 95,974 89,221
Impairment of long-lived assets 68,776 5,897 4,935
Deferred income taxes (41,909) (28,090) 2,562
Gain on disposition of long-term assets (664) (944) (2,369)
Cumulative effect of accounting changes 15,760 5,840 -
Change in assets and liabilities:
Receivables 6,047 (1,999) (5,307)
Other current assets (1,295) 4,839 (19,694)
Accounts payable (14,591) 15,798 (1,736)
Accrued expenses and other liabilities 5,954 26,993 15,118
Liabilities for theatre closure 5,275 8,804 -
Other, net 731 5,473 453
--------------------------------------
Net cash provided by operating activities 43,458 89,027 67,167
--------------------------------------
Cash flows from investing activities:
Capital expenditures (120,881) (274,932) (260,813)
Proceeds from sale/leasebacks 6 69,647 -
Investments in real estate - - (8,935)
Change in reimbursable construction advances 7,684 13,984 36,171
Preopening expenditures - - (8,049)
Proceeds from disposition of long-term assets 29,594 6,862 10,255
Other, net (421) (13,953) (7,946)
--------------------------------------
Net cash used in investing activities (84,018) (198,392) (239,317)
--------------------------------------
Cash flows from financing activities:
Net borrowings (repayments) under Credit
Facility (60,000) 207,000 (27,000)
Principal payments under corporate borrowings - (14,000) -
Proceeds from issuance of 9 1/2% Senior
Subordinated Notes due 2011 - - 225,000
Proceeds from financing lease obligations 11,220 28,666 -
Principal payments under capital and
financing lease obligations
and other (2,755) (3,146) (6,047)
Change in cash overdrafts 6,520 14,287 (1,516)
Change in construction payables 1,816 (17,457) (234)
Funding of employee notes for Common
Stock purchases, net - - (8,579)
Deferred financing costs and other - (248) (6,556)
--------------------------------------
Net cash (used in) provided by financing
activities (43,199) 215,102 175,068
--------------------------------------
Effect of exchange rate changes on
cash and equivalents (1,471) 329 440
--------------------------------------
Net increase (decrease) in cash and equivalents(85,230) 106,066 3,358
Cash and equivalents at beginning of year 119,305 13,239 9,881
--------------------------------------
Cash and equivalents at end of year $ 34,075 $119,305 $ 13,239
======================================
52 Weeks 52 Weeks 52 Weeks
Ended Ended Ended
March 29, March 30, April 1,
(In thousands) 2001 2000 1999
- -----------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized of
$4,186, $7,899 and $7,040) $85,261 $ 62,642 $ 40,928
Income taxes, net (6,583) (9,531) 3,267
Schedule of non-cash investing and financing
activities:
Mortgage note incurred directly for
Investments in real estate $ - $ - $ 14,000
Receivable from sale/leaseback included
in reimbursable construction advances - 2,622 -
See Notes to Consolidated Financial Statements.
AMC Entertainment Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Employee
Accumulated Retained Notes for
$1.75 Cumulative Convertible Additional Other Earnings Common Common Stock Total
Preferred Stock Common Stock Class B Stock Paid-in Comprehensive (Accumulated Stock in Treasury Stockholders'
Shares Amount Shares Amount Shares Amount Capital Loss Deficit) Purchases Shares Amount Equity(Deficit)
(In thousands,
except share and per
share data)
- ------------------------------------------------------------------------------------------------------------------------
Balance,
April 3, 1998 1,800,331 $1,200 15,376,821 $10,251 5,015,657 $ 3,344 $107,676 $(3,689) $21,042 $ - 20,500 $ (369) $139,455
Comprehensive Loss:
Net loss - - - - - - - - (16,016) - - - (16,016)
Foreign currency
translation
adjustment - - - - - - - 999 - - - - 999
--------
Comprehensive Loss (15,017)
--------
$1.75 Preferred
Stock conversions(1,800,331) (1,200) 3,097,113 2,065 - - (963) - - - -- (98)
Class B Stock conversions - - 973,664 649 (973,664) (649) - - - - -- -
Issuance of employee
notes for
Common Stock purchases - - - - - - - - - (8,875) -- (8,875)
- ------------------------------------------------------------------------------------------------------------
Balance, April 1, 1999 - - 19,447,598 12,965 4,041,993 2,695 106,713 (2,690) 5,026 (8,875) 20,500 (369) 115,465
Comprehensive Loss:
Net loss - - - - - - - - (55,187) - - - (55,187)
Foreign currency
translation adjustment- - - - - - - (1,059) - - - - (1,059)
Unrealized loss on
marketable securities
(net of income tax
benefit of $44) - - - - - - - (63) - - - - (63)
-----
Comprehensive Loss (56,309)
-----
Accrued interest on employee
notes
Common Stock purchases - - - - - - - - - (487) - - (487)
- ------------------------------------------------------------------------------------------------------------------
Balance, March 30, 2000 - - 19,447,598 12,965 4,041,993 2,695 106,713 (3,812) (50,161)(9,362) 20,500 (369) 58,669
Comprehensive Loss:
Net loss - - - - - - - - (105,886) - - - (105,886)
Foreign currency
translation adjustment - - - - - - - (10,899) - - - - (10,899)
Unrealized loss on
marketable securities
(net of income tax
benefit of $145) - - - - - - - (209) - - - - (209)
Additional minimum
pension liability - - - - - - - (201) - - - - (201)
-------
Comprehensive Loss (117,195)
-------
Accrued interest on
employee notes
for Common Stock
purchases - - - - - - - - - (519) - - (519)
- -------------------------------------------------------------------------------------------------------------------
Balance,
March 29, 2001 - $ - 19,447,598 $12,965 4,041,993 $2,695 $106,713 $(15,121) $(156,047) $(9,881) 20,500 $(369) $(59,045)
=======================================================================================================================
See Notes to Consolidated Financial Statements
AMC Entertainment Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended March 29, 2001, March 30, 2000 and
April 1, 1999
NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
AMC Entertainment Inc. ("AMCE") is a holding company which, through
its direct and indirect subsidiaries, including American Multi-Cinema,
Inc. ("AMC"), AMC Theatres of Canada (a division of AMC Entertainment
International, Inc.), AMC Entertainment International, Inc., National
Cinema Network, Inc. ("NCN") and AMC Realty, Inc. (collectively with
AMCE, unless the context otherwise requires, the "Company"), is
principally involved in the theatrical exhibition business throughout
North America and in Portugal, Spain, France, Japan, Sweden, and China
(Hong Kong). The Company's North American theatrical exhibition
business is conducted through AMC and AMC Theatres of Canada. The
Company's International theatrical exhibition business is conducted
through AMC Entertainment International, Inc. The Company is also
involved in the business of providing on-screen advertising and other
services to AMC and other theatre circuits through a wholly-owned
subsidiary, National Cinema Network, Inc., and in miscellaneous
ventures through AMC Realty, Inc.
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.
Actual results could differ from those estimates.
Principles of Consolidation: The consolidated financial statements
include the accounts of AMCE and all subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Fiscal Year: The Company has a 52/53 week fiscal year ending on the
Thursday closest to the last day of March. The 2001, 2000 and 1999
fiscal years reflect a 52 week period. Fiscal year 2002 will reflect
a 52 week period.
Revenues and Film Exhibition Costs: Revenues are recognized when
admissions and concessions sales are received at the theatres. Film
exhibition costs are accrued based on the applicable box office
receipts and estimates of the final settlement pursuant to the film
licenses.
Cash and Equivalents: Cash and equivalents consist of cash on hand and
temporary cash investments with original maturities of three months or
less. The Company invests excess cash in deposits with major banks
and in temporary cash investments. Such investments are made only in
instruments issued or enhanced by high quality financial institutions
(investment grade or better). Amounts invested in a single
institution are limited to minimize risk.
Under the Company's cash management system, checks issued but not
presented to banks frequently result in overdraft balances for
accounting purposes and are classified within accounts payable in the
balance sheet. The amount of these checks included in accounts
payable as of March 29, 2001 and March 30, 2000 was $35,157,000 and
$28,637,000, respectively.
Reimbursable Construction Advances: Reimbursable construction advances
consist of amounts due from developers to fund a portion of the
construction costs of new theatres that are to be operated by the
Company pursuant to lease agreements. The amounts are repaid by the
developers either during construction or shortly after completion of
the theatre.
Property: Property is recorded at cost. The Company uses the
straight-line method in computing depreciation and amortization for
financial reporting purposes and accelerated methods, with respect to
certain assets, for income tax purposes. The estimated useful lives
are as follows:
Buildings and improvements 3 to 40 years
Leasehold improvements 1 to 20 years
Furniture, fixtures and equipment 3 to 10 years
Expenditures for additions (including interest during construction),
major renewals and betterments are capitalized, and expenditures for
maintenance and repairs are charged to expense as incurred. The cost
of assets retired or otherwise disposed of and the related accumulated
depreciation and amortization are eliminated from the accounts in the
year of disposal. Gains or losses resulting from property disposals
are credited or charged to operations currently.
Occasionally, the Company is responsible for the construction of
leased theatres and for paying project costs that are in excess of an
agreed upon amount to be reimbursed from the developer. The Company is
considered the owner (for accounting purposes) of these types of
projects during the construction period. As a result, the Company has
recorded $29,439,000 and $31,055,000 as financing lease obligations on
its Balance Sheet related to these types of projects as of March 29,
2001 and March 30, 2000, respectively.
Intangible Assets: Intangible assets are recorded at cost and are
comprised of lease rights, amounts assigned to theatre leases assumed
under favorable terms, and location premiums on acquired theatres,
each of which are being amortized on a straight-line basis over the
estimated remaining useful lives of the theatres. Accumulated
amortization on intangible assets was $35,687,000 and $33,586,000 as
of March 29, 2001 and March 30, 2000, respectively. The original
useful lives of these assets ranged from 4 to 36 years and the
remaining useful lives ranged from 1 to 10 years.
Other Long-term Assets: Other long-term assets are comprised
principally of costs incurred in connection with the issuance of debt
securities which are being amortized over the respective lives of the
issuances and investments in real estate.
Preopening Expense: Preopening expense consists primarily of
advertising and other start-up costs incurred prior to the operation
of new theatres which are expensed as incurred. In April of 1998, the
American Institute of Certified Public Accountants issued Statement of
Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-up
Activities. SOP 98-5 requires costs of start-up activities to be
expensed when incurred. The Company previously capitalized such costs
and amortized them over a two-year period. The Company adopted this
statement in fiscal 2000, which resulted in a cumulative effect
adjustment to the Company's results of operations and financial
position of $5,840,000 (net of income tax benefit of $4,095,000).
Theatre and Other Closure Expense: Theatre and other closure expense
is primarily related to payments made or expected to be made to
landlords to terminate leases on certain of the Company's closed
theatres, other vacant space and theatres where development has been
discontinued. Theatre and other closure expense is recognized at the
time the theatre closes, other space becomes vacant and development is
discontinued. Expected payments to landlords are based on actual or
discounted contractual amounts. During fiscal 2001, the Company
recognized $24,169,000 of theatre and other closure expense primarily
on 31 theatres with 203 screens, vacant restaurant space related to a
terminated joint venture and the discontinued development of a theatre
in North America. Accrued theatre and other closure expense is
classified as current based upon management's intention to negotiate
termination of the related lease obligations within one year.
Impairment of Long-lived Assets: Management reviews long-lived assets,
including intangibles, for impairment as part of the Company's annual
budgeting process and whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be fully
recoverable. Management reviews internal management reports on a
quarterly basis as well as monitors current and potential future
competition in film markets for indicators of triggering events or
circumstances that indicate impairment of individual theatre assets.
Management evaluates its theatres using historical and projected data
of theatre level cash flow as its primary indicator of potential
impairment and considers the seasonality of its business when
evaluating theatres for impairment. Because Christmas and New Years
holiday results comprise a significant portion of the Company's
operating cash flow, the actual results from this period which are
available during the fourth quarter of each fiscal year are an
integral part of the Company's impairment analysis. As a result of
these analyses, if the sum of the estimated future cash flows,
undiscounted and without interest charges, are less than the carrying
amount of the asset, an impairment loss is recognized on the amount by
which the carrying value of the asset exceeds its estimated fair
value. Assets are evaluated for impairment on an individual theatre
basis, which management believes is the lowest level for which there
are identifiable cash flows. The impairment evaluation is based on
the estimated cash flows from continuing use until the expected
disposal date plus the expected terminal value. The expected disposal
date does not exceed the remaining lease period and is often less than
the remaining lease period when management does not expect to operate
the theatre to the end of its lease term. The fair value of assets is
determined as either the expected selling price less selling costs
(where appropriate) or the present value of the estimated future cash
flows plus the terminal value. There is considerable management
judgement necessary to determine the future cash flows, terminal value
and the expected operating period of a theatre, and accordingly,
actual results could vary significantly from such estimates.
If theatres currently have sufficient estimated future cash flows to
realize the related carrying amount of theatre assets, but management
believes that it is not likely the theatre will be operated to the end
of its lease term, the estimated economic life of the theatre assets
are revised to reflect management's best estimate of the economic life
of the theatre assets for purposes of recording depreciation.
During fiscal 2001, the Company recognized a non-cash impairment loss
of $68,776,000 ($40,576,000 net of income tax benefit) on 76 theatres
with 719 screens. The Company recognized an impairment loss of
$35,263,000 on 5 Canadian theatres with 122 screens, $19,762,000 on 17
U.S. theatres with 202 screens including 2 theatres with 44 screens
opened since 1995, $4,891,000 on one French theatre with 20 screens,
$3,592,000 on 34 U.S. theatres with 222 screens that were closed
during fiscal 2001, $3,476,000 on 19 U.S. theatres with 153 screens
that are expected to be closed in the near future, $1,042,000 on the
discontinued development of a theatre in Taiwan and $750,000 related
to real estate held for sale. These impairment losses reduced
property, intangible assets and other long-term assets by $63,547,000,
$4,397,000 and $832,000, respectively, during fiscal 2001.
In fiscal 2000, the Company recognized a non-cash impairment loss of
$5,897,000 ($3,479,000 net of income tax benefit, or $.15 per share)
on 13 theatres with 111 screens, while in fiscal 1999, the Company
recognized an impairment loss of $4,935,000 ($2,912,000 net of income
tax benefit, or $.13 per share) on 24 theatres with 186 screens.
Foreign Currency Translation: Operations outside the United States are
generally measured using the local currency as the functional
currency. Assets and liabilities are translated at the rates of
exchange at the balance sheet date. Income and expense items are
translated at average rates of exchange. The resultant translation
adjustments are included in foreign currency translation adjustment, a
separate component of accumulated other comprehensive income. Gains
and losses from foreign currency transactions, except those
intercompany transactions of a long-term investment nature, are
included in net earnings and have not been material.
Loss per Share: Basic loss per share is computed by dividing net loss
by the weighted-average number of common shares outstanding. Diluted
loss per share includes the effects of outstanding stock options, if
dilutive.
Stock-based Compensation: The Company accounts for stock-based awards
to employees and directors using the intrinsic value-based method.
Income taxes: The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 ("SFAS 109"),
Accounting for Income Taxes. Under SFAS 109, deferred income tax
effects of transactions reported in different periods for financial
reporting and income tax return purposes are recorded by the liability
method. This method gives consideration to the future tax consequences
of deferred income or expense items and immediately recognizes changes
in income tax laws upon enactment. The income statement effect is
generally derived from changes in deferred income taxes on the balance
sheet.
New Accounting Pronouncements: During fiscal 1999, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), Accounting for Derivative Instruments
and Hedging Activities which was amended by Statement of Financial
Accounting Standards No. 138 issued in June 2000. The statement
requires companies to recognize all derivatives as either assets or
liabilities, with the instruments measured at fair value. The
accounting for changes in fair value of a derivative depends on the
intended use of the derivative and the resulting designation. The
statement is effective for all fiscal years beginning after June 15, 2000.
The statement will become effective for the Company in fiscal 2002.
Adoption of this statement is not expected to have a material impact
on the Company's consolidated financial position, results of
operations or cash flows.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in
Financial Statements. SAB 101 draws upon the existing accounting
rules and explains those rules, by analogy, to other transactions that
the existing rules do not specifically address. The Company adopted
SAB 101, as required, retroactive to the beginning of fiscal year
2001.
The Company sells gift certificates and discounted theatre tickets in
exchange for cash. Gift certificates do not expire and can be
redeemed at their face value for theatre tickets and concession items.
Any excess between the face value of the gift certificate and the
selling price of the purchased item is paid to the customer in cash at
the time of redemption. Discounted tickets generally expire 18 months
after the date of issuance and can be redeemed for theatre tickets and
concession items only.
The Company has historically deferred the revenue associated with
sales of gift certificates and discounted theatre tickets at an
anticipated redemption value after deducting estimated amounts for
non-presentments. Estimated amounts for non-presentments have been
recorded as revenue when the gift certificates and discounted theatre
tickets are sold. When gift certificates and discounted tickets were
redeemed, the Company recognized the related admission and concession
revenue and reduced the related deferred liability.
In connection with the adoption of SAB No. 101, the Company changed
its revenue recognition policy related to the sales of gift
certificates and discounted theatre tickets. The Company defers 100%
of the revenue associated with the sales of these items (no revenue or
income recognition for non-presentment) until such time as the items
are redeemed or the gift certificate liabilities are extinguished and
the discounted theatre tickets expire. The Company adopted SAB No.
101 in the fourth fiscal quarter of 2001 retroactive to the beginning
of the fiscal year. As a result, the Company reported a cumulative
effect adjustment to increase its net loss for the year ended March
29, 2001 by $15,760,000 (net of income tax benefit of $10,950,000).
This amount reflects the aggregate liability for non-presentments
since 1987 for gift certificates of $9,730,000 (net of income tax
benefit of $6,860,000) and for discounted theatre tickets that have
not expired of $6,030,000 (net of income tax benefit of $4,090,000).
Previously reported net loss per share for the fourth quarter of
fiscal 2000 increased by $.05 on a pro forma basis. Statements of
Operations by Quarter for the current fiscal year have been revised to
reflect the adoption of SAB 101. The Company recognized $6,620,000 of
revenue for expiration of discounted theatre tickets and $9,996,000 of
other income for the extinguishment of gift certificate liabilities
during fiscal year 2001 that was included in the cumulative effect
adjustment.
Presentation: Certain amounts have been reclassified from prior period
consolidated financial statements to conform with the current year
presentation.
NOTE 2 - PROPERTY
A summary of property is as follows:
(In thousands) 2001 2000
- ---------------------------------------------------------
Property owned:
Land $ 46,257 $ 49,164
Buildings and improvements 225,845 207,119
Leasehold improvements 403,118 384,142
Furniture, fixtures
and equipment 525,474 545,423
----------------------
1,200,694 1,185,848
Less-accumulated
depreciation and
amortization 450,276 376,277
----------------------
750,418 809,571
Property leased under
capital leases:
Buildings and improvements 33,635 44,555
Less-accumulated
amortization 26,535 31,831
----------------------
7,100 12,724
----------------------
$757,518 $ 822,295
======================
Included in property is $58,858,000 and $78,681,000 of
construction in progress as of March 29, 2001 and March 30, 2000,
respectively.
NOTE 3 - SUPPLEMENTAL BALANCE SHEET INFORMATION
Other assets and liabilities consist of the following:
(In thousands) 2001 2000
- --------------------------------------------------------
Other current assets:
Prepaid rent $ 17,978 $ 16,498
Deferred income taxes 14,694 15,226
Income taxes receivable 3,636 6,428
Other 8,767 7,123
-------------------------
$ 45,075 $ 45,275
=========================
Other long-term assets:
Investments in real
estate $ 12,134 $ 34,671
Deferred financing
costs 11,123 12,443
Other 29,978 28,149
-------------------------
$ 53,235 $ 75,263
=========================
The decline in investments in real estate is due to the sale of a real
estate property for $22,906,000 during fiscal 2001. The gain on
disposition of this real estate property was $573,000.
Accrued expenses and other liabilities:
Taxes other than income $ 20,152 $ 22,938
Interest 6,038 11,777
Payroll and vacation 5,415 6,082
Casualty claims and premiums 4,862 6,028
Deferred income 56,127 41,104
Accrued bonus 7,781 2,799
Theatre and other closure 31,174 16,989
Other 6,644 6,320
-------------------
$ 138,193 $ 114,037
===================
Other long-term liabilities:
Deferred rent $ 44,060 $ 35,001
Casualty claims
and premiums 16,493 15,534
Pension and post
retirement obligations 15,451 14,431
Deferred income 12,542 -
Deferred gain 12,314 14,028
Advance sale
leaseback proceeds 8,591 -
Food court reserve 918 1,030
Other 5,902 7,101
-------------------
$116,271 $ 87,125
===================
NOTE 4 - CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE
OBLIGATIONS
A summary of corporate borrowings and capital and financing lease
obligations is as follows:
(In thousands) 2001 2000
- -------------------------------------------------------------------
$425 million Credit Facility due 2004 $270,000 $330,000
9 1/2% Senior Subordinated Notes due 2011 225,000 225,000
9 1/2% Senior Subordinated Notes due 2009 199,172 199,105
Capital and financing lease obligations,
interest ranging from 7 1/4% to 20% 56,684 68,506
-------------------
750,856 822,611
Less-current maturities 2,718 3,205
-------------------
$748,138 $819,406
===================
The Company maintains a $425,000,000 credit facility (the "Credit
Facility"), which permits borrowings at interest rates based on either
the bank's base rate or LIBOR and requires an annual commitment fee
based on margin ratios that could result in a rate of .375% or .500%
on the unused portion of the commitment. The Credit Facility matures
on April 10, 2004. The commitment thereunder will be reduced by
$25,000,000 on each of December 31, 2002, March 31, 2003, June 30,
2003 and September 30, 2003 and by $50,000,000 on December 31, 2003.
The total commitment under the Credit Facility is $425,000,000;
however, the Credit Facility contains covenants that limit the
Company's ability to incur debt. As of March 29, 2001, the Company
had outstanding borrowings of $270,000,000 under the Credit Facility
at an average interest rate of 7.7% per annum, and approximately
$150,000,000 was available for borrowing under the Credit Facility.
Covenants under the Credit Facility impose limitations on
indebtedness, creation of liens, change of control, transactions with
affiliates, mergers, investments, guaranties, asset sales, dividends,
business activities and pledges. In addition, the Credit Facility
contains certain financial covenants. As of March 29, 2001, the
Company was in compliance with all financial covenants relating to the
Credit Facility.
Costs related to the establishment of the Credit Facility were
capitalized and are charged to interest expense over the life of the
Credit Facility. Unamortized issuance costs of $1,788,000 as of March
29, 2001 are included in other long-term assets.
On March 19, 1997, the Company sold $200,000,000 aggregate principal
amount of 9 1/2% Senior Subordinated Notes due 2009 (the "Notes due
2009"). The Notes due 2009 bear interest at the rate of 9 1/2% per
annum, payable in March and September. The Notes due 2009 are
redeemable at the option of the Company, in whole or in part, at any
time on or after March 15, 2002 at 104.75% of the principal amount
thereof, declining ratably to 100% of the principal amount thereof on or
after March 15, 2006, plus in each case interest accrued to the
redemption date. Upon a change of control (as defined in the
Indenture), each holder of the Notes due 2009 will have the right to
require the Company to repurchase such holder's Notes due 2009 at a
price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase. The Notes due 2009 are
subordinated to all existing and future senior indebtedness, as defined
in the Indenture, of the Company. The Notes due 2009 are unsecured
senior subordinated indebtedness of the Company ranking equally with
the Company's Notes due 2011.
The Indenture to the Notes due 2009 contains certain covenants that,
among other things, restrict the ability of the Company and its
subsidiaries to incur additional indebtedness and pay dividends or
make distributions in respect of their capital stock. If the Notes
due 2009 attain "investment grade status", the covenants in the
Indenture limiting the Company's ability to incur additional
indebtedness and pay dividends will cease to apply. As of March 29,
2001, the Company was in compliance with all financial covenants
relating to the Notes due 2009; however, as of such date, the Company
is prohibited from incurring additional indebtedness other than
additional borrowings under the Credit Facility and other permitted
indebtedness, as defined in the Indenture, and paying cash dividends
or making distributions in respect of its capital stock.
The discount on the Notes due 2009 is being amortized to interest
expense following the interest method. Costs related to the issuance
of the Notes due 2009 were capitalized and are charged to interest
expense, following the interest method, over the life of the
securities. Unamortized issuance costs of $4,425,000 as of March 29,
2001 are included in other long-term assets. As of March 29, 2001 and
March 30, 2000, $200 million aggregate principal amount of the Notes
due 2009 was issued and outstanding.
On January 27, 1999, the Company sold $225,000,000 aggregate principal
amount of 9 1/2% Senior Subordinated Notes due 2011 (the "Notes due
2011"). The Notes due 2011 bear interest at the rate of 9 1/2% per
annum, payable in February and August. The Notes due 2011 are
redeemable at the option of the Company, in whole or in part, at any
time on or after February 1, 2004 at 104.75% of the principal amount
thereof, declining ratably to 100% of the principal amount thereof on
or after February 1, 2007, plus in each case interest accrued to the
redemption date. Upon a change of control (as defined in the
Indenture), the Company will be required to make an offer to
repurchase each holder's notes at a price equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date
of repurchase. The Notes due 2011 are subordinated to all existing
and future senior indebtedness of the Company. The Notes due 2011 are
unsecured senior subordinated indebtedness of the Company ranking
equally with the Company's Notes due 2009.
The Indenture to the Notes due 2011 contains certain covenants that,
among other things, restrict the ability of the Company and its
subsidiaries to incur additional indebtedness and pay dividends or
make distributions in respect of their capital stock. If the Notes
due 2011 attain "investment grade status", the covenants in the
Indenture limiting the Company's ability to incur additional
indebtedness and pay dividends will cease to apply. As of March 29,
2001, the Company was in compliance with all financial covenants
relating to the Notes due 2011; however, as of such date, the Company
is prohibited from incurring additional indebtedness other than
additional borrowings under the Credit Facility and other permitted
indebtedness, as defined in the Indenture, and paying cash dividends
or making distributions in respect of its capital stock.
Costs related to the issuance of the Notes due 2011 were capitalized
and are charged to interest expense, following the interest method,
over the life of the securities. Unamortized issuance costs of
$4,910,000 as of March 29, 2001 are included in other long-term
assets. As of March 29, 2001 and March 30, 2000, $225,000,000
aggregate principal amount of the Notes due 2011 was issued and
outstanding.
Occasionally, the Company is responsible for the construction of
leased theatres and for paying project costs that are in excess of an
agreed upon amount to be reimbursed from the developer. EITF Issue
No. 97-10 requires the Company to be considered the owner (for
accounting purposes) of these types of projects during the
construction period. As a result, the Company has recorded $29,439,000
and $31,055,000 as financing lease obligations on its Consolidated
Balance Sheets related to these types of projects as of March 29, 2001
and March 30, 2000, respectively.
Minimum annual payments required under existing capital and financing
lease obligations (net present value thereof) and maturities of
corporate borrowings as of March 29, 2001, are as follows:
Capital and Financing Lease Obligations
----------------------------------------------
Minimum Net
Lease Less Present Corporate
(In thousands) Payments Interest Value Borrowings Total
- --------------------------------------------------------------------------
2002 $ 10,045 $ 7,327 $ 2,718 $ - $ 2,718
2003 9,787 6,886 2,901 - 2,901
2004 9,723 6,407 3,316 - 3,316
2005 9,102 5,891 3,211 270,000 273,211
2006 8,705 5,414 3,291 - 3,291
Thereafter 79,971 38,724 41,247 424,172 465,419
-------------------------------------------------------------
Total $127,333 $70,649 $56,684 $ 694,172 $750,856
==============================================================
The Company issues letters of credit in the normal course of its
business. The outstanding amount on these letters of credit was
$4,928,000 as of March 29, 2001 with maturity dates ranging from April
1, 2001 to September 1, 2001.
NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)
The authorized common stock of AMCE consists of two classes of stock.
Except for the election of directors, each holder of Common Stock (66
2/3 cents par value; 45,000,000 shares authorized) is entitled to one vote
per share, and each holder of Class B Stock (66 2/3 cents par value;
30,000,000 shares authorized) is entitled to 10 votes per share. As
of March 29, 2001, Common stockholders voting as a class were entitled
to elect two of the five members of AMCE's Board of Directors with
Class B stockholders electing the remainder.
Holders of the Company's stock have no pre-emptive or subscription
rights. Holders of Common Stock have no conversion rights, but
holders of Class B Stock may elect to convert at any time on a share-
for-share basis into Common Stock.
During fiscal 1999, various holders of the Company's $1.75 Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock")
converted 1,796,485 shares into 3,097,113 shares of Common Stock at a
conversion rate of 1.724 shares of Common Stock for each share of
Convertible Preferred Stock. On April 14, 1998, the Company redeemed
the remaining 3,846 shares of Convertible Preferred Stock at a
redemption price of $25.75 per share plus accrued and unpaid
dividends.
The Company has authorized 10,000,000 shares of Preferred Stock (66
2/3 cents par value), of which no shares were issued and outstanding as of
March 29, 2001.
On April 19, 2001, the Company issued 92,000 shares of Series A
Convertible Preferred Stock (the "Series A Preferred") and 158,000
shares of Series B Exchangeable Preferred Stock (the "Series B
Preferred" and collectively with the Series A Preferred, the
"Preferred Stock") at a price of $1,000 per share to the Apollo
Purchasers. Net proceeds from the issuance of approximately
$225,000,000 were used to repay borrowings under the Credit Facility.
The Preferred Stock was created pursuant to a Certificate of
Designations filed with the Delaware Secretary of State on April 19,
2001 and has preference in liquidation equal to the greater of $1,000
per share plus accrued and unpaid dividends, or the amount that would
have been payable if the Preferred Stock were converted into Common
Stock.
The Series A Preferred is convertible at the option of the holder into
shares of Common Stock at a conversion price of $7.15 per Common Stock
share (as adjusted, the "Conversion Price") resulting in a current
conversion rate of 139.86 shares of Common Stock for each share of
Series A Preferred. The Series B Preferred shares will automatically
be exchanged into an equal number of Series A Preferred shares upon
approval by the Company's Common Stockholders of additional authorized
Common Stock ("Stockholder Approval"). The Company is required to
seek Stockholder Approval at every annual and special stockholder
meeting until such approval is obtained.
The Apollo Purchasers have entered into a Standstill Agreement with
the Company which, for a period of five years ending April 19, 2006
(the "Standstill period"), among other matters, restricts their
ability to (i) acquire additional voting securities of the Company,
(ii) propose certain extraordinary corporate transactions, (iii) seek
to elect or remove members of the Company's Board of Directors not
elected by the Apollo Purchasers or (iv) engage in election contests.
Further, if during the Standstill Period an Apollo Purchaser wishes
to convert Series A Preferred to Common Stock, it may do so only in
connection with a permitted disposition under the Standstill
Agreement.
Dividends on the Series A Preferred accumulate at an annual rate of
6.75% and are payable when, as and if declared by the Company's
Board of Directors. Dividends on the Series A Preferred must be
paid with additional Series A Preferred shares for the first three
years from April 19, 2001. Between April 20, 2004 and April 19,
2008, dividends may be paid in either additional Series A Preferred
shares or cash at the Company's option, and must be paid in cash
after April 19, 2008, unless prohibited by the Indentures for the
Notes due 2009 and 2011, in which case such dividends are payable in
additional Series A Preferred shares. Dividends on the Series B
Preferred accumulate at an annual rate of 12.00% and are payable
when, as and if declared by the Company's board of directors.
Dividends on the Series B Preferred shares must be paid with
additional Series B Preferred shares for the first three years from
April 19, 2001. Between April 20, 2004 and April 19, 2006,
dividends may be paid in either additional Series B Preferred shares
or cash, at the Company's option, and must be paid in cash after
April 19, 2006, unless prohibited by the Indentures for the Notes
due 2009 and 2011, in which case such dividends are payable in
additional Series B Preferred shares. If the Company obtains
Stockholder Approval within 270 days after April 19, 2001, the
Series B Preferred dividend rate, as to the then outstanding shares
of Series B Preferred Stock, will be reduced retroactively to April
19, 2001 from 12.00% to 6.75%.
The holders of Series A and B Preferred shares are also entitled to a
special dividend of additional Series A or B Preferred shares if a
Change of Control (as defined in the Certificate of Designations) of
the Company occurs prior to April 19, 2006 equal to the dividends that
they would have received through April 19, 2006 if the Change of
Control had not occurred.
If dividends are paid on the Common Stock in any fiscal period, the
holders of Series A Preferred shares are entitled to receive dividends
on an "as converted" basis to the extent such dividends are greater
than the Series A Preferred dividends otherwise payable in such fiscal
period.
The holders of Series B Preferred shares are entitled to a special
dividend of additional Series B Preferred shares upon the Company
exercising its right of redemption after the Standstill Period or upon
a Change of Control during the Standstill Period in an amount equal to
the (i) quotient of (x) the difference between the average closing
price of the Common Stock for the 20 trading days preceding such event
and the Conversion Price (as defined below), divided by (y) the
Conversion Price, (as defined in the Certificate of Designations) (ii)
less the amount of certain other special dividends. The holders of
Series B Preferred are entitled to a special dividend of additional
Series B Preferred shares on April 19, 2011, in an amount equal to the
quotient of (i) the difference between the average closing price of
the Common Stock for the 20 trading days preceding such event and the
Conversion Price, divided by (ii) the Conversion Price. Additionally,
the holders of Series B Preferred are entitled to a special dividend
of additional Series B Preferred shares upon the occurrence of a
Change of Control in an amount equal to (i) the quotient of (x) the
difference between the value per share of the consideration received
by the holders of Common Stock as a result of the Change of Control
and the Conversion Price divided by (y) the Conversion Price, less
(ii) the amount of certain other special dividends. The holders of
Series B Preferred are also entitled to a special dividend of
additional Series B Preferred shares at any time after October 19,
2002, upon a sale of Series A Preferred or the Common Stock into which
Series A Preferred were converted equal to the product of (i) the
percentage of such shares sold in such transaction, multiplied by (ii)
the quotient of (x) the difference between the sales price of the
Series A Preferred or Common Stock on an "as converted" basis and the
Conversion Price, divided by (y) the Conversion Price. To qualify for
the special dividend, the sale must be the initial sale of the Series
A Preferred to a purchaser that is not an Apollo affiliate and the
seller must be a holder of both Series A Preferred and Series B
Preferred shares at the time of the sale.
The Preferred Stock may be redeemed in whole and not in part by the
Company at the Company's option at any time after April 19, 2006 for
cash equal to the liquidation preference, provided that the average
Common Stock closing price for the 20 trading days preceding the
notice of redemption exceeds 150% of the Conversion Price. The Series
A Preferred must be redeemed by the Company at the option of a holder
at any time after April 19, 2011 for cash or Common Stock, at the
Company's option, at a price equal to the Series A Preferred
liquidation preference, subject to a maximum redemption price of
$130,035,684 or 18,186,809 shares of Common Stock in the event that
Stockholder Approval is not obtained.
Except as otherwise provided by law and in addition to any rights to
designate directors to the Board of Directors of the Company, the
Apollo Purchasers do not have any voting rights with respect to any
Preferred Stock held by such Apollo Purchasers; provided, however that
such Apollo Purchasers have certain rights to elect directors. The
Apollo Purchasers also have certain Preferred Stock Approval Rights
(as defined and set forth in the Investment Agreement). Upon transfer
of Series A Preferred shares to a transferee that is not an affiliate
of an Apollo Purchaser, consistent with the Standstill Agreement, the
transferee holder of Series A Preferred shares is entitled to vote on
an as-converted basis with the holders of Common Stock and Class B
Stock on all matters except the election of directors and any matter
reserved by law or the Company's Certificate of Incorporation for
consideration exclusively by the holders of Common Stock or Class B
Stock.
The Series A Preferred also has the right to vote as a class on the
creation, authorization or issuance of any class, series or shares of
senior stock, parity stock or junior stock (if the junior stock may be
redeemed at the option of the holders thereof prior to April 19, 2011)
and on any adverse change to the preferences, rights and powers of the
Preferred Stock. So long as the Apollo Purchasers continue to hold
Preferred Stock Approval Rights, the Apollo Purchasers have the right
to elect three directors to the Company's Board of Directors.
Pursuant to the Investment Agreement, the Company amended its Bylaws
to increase the number of directors to eight, and the Apollo
Purchasers elected three directors to the Company's Board of
Directors.
If an Event of Default (as defined in the Certificate of Designations)
occurs and is not cured or waived within 45 days, then the holders of
the Preferred Stock have the right to elect that number of directors
of the Company that, when added to those directors already elected by
the holders of Preferred Stock, constitute a majority of the Board of
Directors.
During fiscal 1999, the Company and its then Co-Chairman and Chief
Executive Officer, Mr. Stanley H. Durwood, together with his six
children (the "Durwood Family Stockholders") completed a registered
secondary offering of 3,300,000 shares of Common Stock (the "Secondary
Offering") owned by the Durwood Family Stockholders. In connection
with the Secondary Offering, Mr. Stanley H. Durwood converted 500,000
shares of Convertible Class B Stock to 500,000 shares of Common Stock.
Additionally, pursuant to an agreement with his children, Mr. Stanley
H. Durwood converted 473,664 shares of Convertible Class B Stock to
Common Stock for delivery to his children. During fiscal 1999, a
company affiliated with the Durwood Family Stockholders reimbursed the
Company $698,000 for expenses related to the Secondary Offering.
During fiscal 2001 and 2000, the largest balance owed by this
affiliated company to the Company was $11,322. This balance was
reimbursed to the Company on June 7, 2000.
During fiscal 1999, the Company loaned one of its executive officers
$5,625,000 to purchase 375,000 shares of Common Stock of the Company
in the Secondary Offering. On September 14, 1998, the Company loaned
$3,765,000 to another of its executive officers to purchase 250,000
shares of Common Stock of the Company. The 250,000 shares were
purchased in the open market and unused proceeds of $811,000 were
repaid to the Company leaving a remaining unpaid principal balance of
$2,954,000. The loans are unsecured and are due in August and
September of 2003, respectively, may be prepaid in part or full
without penalty, and are represented by promissory notes which bear
interest at a rate (6% per annum) at least equal to the applicable
federal rate prescribed by Section 1274 (d) of the Internal Revenue
Code in effect on the date of such loans, payable at maturity.
Accrued interest on the loans as of March 29, 2001 was $1,302,000.
Stock-Based Compensation
In November 1994, AMCE adopted a stock option and incentive plan (the
"1994 Plan"). This plan, which expired in 1999 except as to
outstanding awards, provided for three basic types of awards: (i)
grants of stock options which are either incentive or non-qualified
stock options, (ii) grants of stock awards, which may be either
performance or restricted stock awards, and (iii) performance unit
awards. The maximum number of shares of Common Stock which may have
been awarded or granted under the plan was 1,000,000 shares. The 1994
Plan provided that the option exercise price for stock options may not
have been less than the fair market value of the stock at the date of
grant and unexercised options expire no later than ten years after
date of grant. Options issued under the 1994 Plan during fiscal 2000
vest 50% at issuance and 50% one year from issuance; options issued
under the 1994 Plan during fiscal 1999 vested immediately; and all
other options issued under the 1994 Plan vested two years from the
date of issuance.
In December 1999, AMCE adopted a stock option and incentive plan for
Outside Directors (the "1999 Outside Directors Plan"). This plan
provided for a one-time grant to outside directors of non-qualified
stock options and permits directors to receive up to all of their
annual cash retainer in options in lieu of cash. The number of shares
of Common Stock which may be sold or granted under the plan may not
exceed 200,000 shares. The 1999 Outside Directors Plan provides that
the option exercise price for stock options be equal to the fair
market value of the stock at the date of grant and unexercised options
expire no later than ten years after date of grant. Options issued
under the 1999 Outside Directors Plan during fiscal 2001 and 2000 vest
one year from the date of issuance.
In December 1999, AMCE adopted a stock option and incentive plan (the
"1999 Plan"). This plan provides for three basic types of awards: (i)
grants of stock options which are either incentive or non-qualified
stock options (ii) grants of stock awards, which may be either
performance or restricted stock awards, and (iii) performance unit
awards. The number of shares of Common Stock which may be sold or
granted under the plan may not exceed 2,100,000 shares. The 1999 Plan
provides that the option exercise price for stock options may not be
less than the fair market value of the stock at the date of grant and
unexercised options expire no later than ten years after date of
grant. No options have been issued under the 1999 Plan as of March
29, 2001.
The Company has adopted the disclosure-only provisions of Statement
of Financial Accounting Standards No. 123, Accounting for Stock-
Based Compensation. Accordingly, no compensation expense has been
recognized for the Company's stock-based compensation in fiscal
2001, 2000 and 1999. Had compensation expense for the Company's
stock options been determined based on the fair value at the grant
dates, the Company's net loss and net loss would have been the
following:
(In thousands, except per share data) 2001 2000 1999
- ---------------------------------------------------------------
Net loss:
As reported $(105,886) $(55,187) $(16,016)
Pro forma $(106,593) $(57,033) $(17,877)
Net loss per common share:
As reported $ (4.51) $ (2.35) $ (.69)
Pro forma $ (4.54) $ (2.43) $ (.76)
The following table reflects the weighted average fair value per
option granted during the year, as well as the significant weighted
average assumptions used in determining fair value using the Black-
Scholes option-pricing model:
2001 2000 1999
- -------------------------------------------------------------
Fair value on grant date $ 1.36 $ 7.84 $ 8.07
Risk-free interest rate 5.5% 6.0% 5.2%
Expected life (years) 5 5 5
Expected volatility 61.1% 46.2% 42.7 %
Expected dividend yield - - -
A summary of stock option activity under all plans is as follows:
2001 2000 1999
- -------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Number Price Number Price Number Price
of Shares Per Share of Shares Per Share of Shares Per Share
----------- ---------- ----------- -------- ---- -------
Outstanding at
beginning of year 1,428,290 $15.41 894,850 $14.92 519,850 $ 12.69
Granted 61,330 $ 2.38 538,690 $16.23 375,000 $ 18.01
Canceled (315,500) $18.68 (5,250) - - -
Exercised - - - - - -
------------------------------------------------------------
Outstanding at
end of year 1,174,120 $14.07 1,428,290 $15.41 894,850 $ 14.92
============================================================
Exercisable at
end of year 1,112,790 $14.72 1,124,600 $15.38 893,725 $ 14.91
============================================================
Available for grant at
end of year 2,169,980 2,231,310 470,750
========= ========= =======
The following table summarizes information about stock options as of
March 29, 2001:
Outstanding Stock Options Exercisable Stock Options
------------------------- --------------------
Weighted-
Range of Average Weighted- Weighted-
Exercise Number Remaining Average Number Average
Prices of Contractual Exercise of Exercise
Shares Life Price Shares Price
- ----------------------------------------------------------------------
$ 2.38 61,330 9.7 years $ 2.38 - -
$ 9.25 to $ 12.50 444,790 3.7 years $ 9.65 444,790 $ 9.65
$14.50 to $ 20.75 645,500 7.8 years $ 17.80 645,500 $17.80
$22.13 to $ 26.38 22,500 5.1 years $ 26.38 22,500 $26.38
- ----------------------------------------------------------------------
$ 2.38 to $ 26.38 1,174,120 6.3 years $ 14.07 1,112,790 $14.72
======================================================================
NOTE 6 - LOSS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
(In thousands, except per share data) 2001 2000 1999
- ----------------------------------------------------------------------
Numerator:
Net loss before cumulative
effect of accounting changes $(90,126) $(49,347) $ (16,016)
==============================
Denominator:
Shares for basic and diluted
earnings per share -
average shares outstanding 23,469 23,469 23,378
==============================
Basic loss per share before
cumulative effect of
accounting changes $(3.84) $ (2.10) $ (.69)
==============================
Diluted loss per share before
cumulative effect
of accounting changes $ (3.84) $ (2.10) $ (.69)
==============================
Shares from options to purchase shares of Common Stock were excluded
from the diluted earnings per share calculation because they were
anti-dilutive. In 2001, 2000 and 1999, shares, from options to
purchase 9,999, 63,024 and 134,485 shares of Common Stock,
respectively, were excluded because they were anti-dilutive. As
discussed in Note 5, the Company issued shares of Series A and Series
B Preferred on April 19, 2001. The 92,000 shares of Series A
Preferred are currently convertible into 12,867,133 shares of Common
Stock and the 158,000 shares of Series B Preferred are currently
contingently convertible into 22,097,902 shares of Common Stock.
NOTE 7 - INCOME TAXES
Income tax provision reflected in the Consolidated Statements of
Operations for the three years ended March 29, 2001 consists of the
following components:
(In thousands) 2001 2000 1999
Current:
Federal $ (3,685) $ (1,485) $ (11,776)
Foreign - - -
State (106) (2,325) (1,286)
-----------------------------------
Total current (3,791) (3,810) (13,062)
Deferred:
Federal (51,837) (26,395) 4,149
Foreign 1,688 (2,419) (1,589)
State (2,710) (3,371) 2
-----------------------------------
Total deferred (52,859) (32,185) 2,562
-----------------------------------
Total provision (56,650) (35,995) (10,500)
Tax benefit of cumulative effect
of accounting changes 10,950 4,095 -
-----------------------------------
Total provision before
cumulative effect of
an accounting change $ (45,700) $ (31,900) $ (10,500)
===================================
The difference between the effective tax rate on loss before income
taxes and the U.S. federal income tax statutory rate is as follows:
2001 2000 1999
- ----------------------------------------------------------------------
Federal statutory rate 35.0% 35.0% 35.0%
State income taxes, net
of federal tax benefit 3.1 4.6 6.0
Valuation allowance (3.9) (.4) -
Other, net (.6) .1 (1.4)
-----------------------------
Effective tax rate 33.6% 39.3% 39.6%
=============================
The significant components of deferred income tax assets and
liabilities as of March 29, 2001 and March 30, 2000 are as follows:
2001 2000
------------------------------------
Deferred Income Tax Deferred Income Tax
(In thousands) Assets Liabilities Assets Liabilities
- ------------------------- ---------------------------------------------
Property $ 21,974 $ - $ 976 $ -
Capital lease obligations 8,250 - 9,816 -
Accrued reserves and liabilities 38,378 - 24,707 -
Deferred rents 14,888 - 12,193 -
Alternative minimum tax credit
carryover 8,511 - 10,853 -
Net operating loss carryforward 58,030 - 33,031 -
Other 6,368 653 6,863 928
-------------------------------------------------
Total 156,399 653 98,439 928
Less: Valuation allowance 5,561 - 330 -
-------------------------------------------------
Net 150,838 653 98,109 928
Less: Current deferred
income taxes 14,694 - 15,226 -
-------------------------------------------------
Total noncurrent deferred
income taxes $136,144 $ 653 $ 82,883 $ 928
===============================================
Net noncurrent deferred
income taxes $135,491 $ 81,955
======== ======
The Company's foreign subsidiaries have net operating loss
carryforwards in Portugal, Spain and the United Kingdom aggregating
$8,000,000, $417,000 of which may be carried forward indefinitely and
the balance of which expires from 2003 through 2008. The Company's
Federal income tax loss carryforward of $147,000,000 expires in 2020
and 2021 and will be limited to approximately $8,500,000 annually due
to the sale of Preferred Stock to the Apollo Purchasers. The Company's
state income tax loss carryforwards of $52,000,000, net of valuation
allowance, may be used over various periods ranging from 5 to 20
years.
Management believes it is more likely than not that the Company will
realize future taxable income sufficient to utilize its deferred tax
assets except as follows. As of March 29, 2001, management believed
it was more likely than not that certain deferred tax assets related
to state tax net operating loss carryforwards would not be realized
due to uncertainties as to the timing and amounts of future taxable
income. Accordingly a valuation allowance of $2,885,000 was
established. The amount of the deferred tax asset considered
realizable could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced.
The Company's foreign subsidiary in France has a net operating loss
carryforward of $3,500,000 expiring in 2003 through 2006. The France
subsidiary has other deferred tax assets totaling $1,600,000. As of
March 29, 2001 management believes that it is more likely than not
that the deferred tax assets of the French subsidiary will not be
realized due to uncertainties as to the timing and amounts of future
taxable income. Accordingly a valuation allowance of $2,676,000 was
established.
NOTE 8 - LEASES
The majority of the Company's operations are conducted in premises
occupied under lease agreements with initial base terms ranging
generally from 13 to 25 years, with certain leases containing options
to extend the leases for up to an additional 20 years. The leases
provide for fixed rentals and/or rentals based on revenues with a
guaranteed minimum. The majority of the leases provide that the
Company will pay all, or substantially all, taxes, maintenance,
insurance and certain other operating expenses. Assets held under
capital lease obligations are included in property.
During fiscal 1998, the Company sold the real estate assets associated
with 13 theatres to Entertainment Properties Trust ("EPT"), a real
estate investment trust, for an aggregate purchase price of
$283,800,000 (the "Sale and Lease Back Transaction"). The Company
leased the real estate assets associated with the theatres from EPT
pursuant to non-cancelable operating leases with terms ranging from 13
to 15 years at an initial lease rate of 10.5% with options to extend
for up to an additional 20 years. The leases are triple net leases
that require the Company to pay substantially all expenses associated
with the operation of the theatres, such as taxes and other
governmental charges, insurance, utilities, service, maintenance and
any ground lease payments. The Company has accounted for this
transaction as a sale and leaseback in accordance with Statement of
Financial Accounting Standards No. 98, Accounting for Leases. The
land and building and improvements have been removed from the
Consolidated Balance Sheets and a gain of $15,130,000 on the sales has
been deferred and is being amortized to rent expense over the life of
the leases. The Company leases four additional theatres from EPT under
the same terms as those included in the Sale and Lease Back
Transaction. Annual rentals for these four theatres are based on an
estimated fair value of $95,100,000 for the theatres.
During fiscal 2000, the Company sold the building and improvements
associated with one of its theatres to EPT for proceeds of $17,600,000
under terms similar to the above Sale and Leaseback Transaction. The
Company has granted an option to EPT to acquire the land at this
theatre for the cost to the Company. In addition, for a period of five
years subsequent to November 1997, EPT will have a right of first
refusal and first offer to purchase and lease back to the Company the
real estate assets associated with any theatre and related
entertainment property owned or ground-leased by the Company,
exercisable upon the Company's intended disposition of such property.
The Chairman of the Board, Chief Executive Officer and President of
AMCE is also the Chairman of the Board of Trustees of EPT.
During fiscal 2000 and 1999, the Company entered into master lease
agreements for approximately $21,200,000 and $25,000,000,
respectively, of equipment necessary to fixture certain theatres. The
master lease agreements have a term of six years and include early
termination and purchase options. The Company classifies these leases
as operating leases.
Following is a schedule, by year, of future minimum rental payments
required under existing operating leases that have initial or
remaining non-cancelable terms in excess of one year as of March 29,
2001:
(In thousands)
- ---------------------------------------------------
2002 $ 206,377
2003 206,345
2004 205,690
2005 205,033
2006 200,420
Thereafter 2,033,130
---------
Total minimum payments
required $3,056,995
=========
The Company has also entered into agreements to lease space for the
operation of theatres not yet fully constructed. The scheduled
completion of construction and theatre openings are at various dates
during fiscal 2002. The future minimum rental payments required under
the terms of these leases total approximately $284,000,000.
The Company records rent expense on a straight-line basis over the
term of the lease. Included in long-term liabilities as of March 29,
2001 and March 30, 2000 is $44,060,000 and $35,001,000, respectively,
of deferred rent representing pro rata future minimum rental payments
for leases with scheduled rent increases.
Rent expense is summarized as follows:
(In thousands) 2001 2000 1999
- ------------------------------------------------------------
Minimum rentals $197,754 $ 176,315 $ 150,891
Common area expenses 19,200 17,318 14,087
Percentage rentals based
on revenues 2,592 2,899 2,783
Furniture, fixtures
and equipment rentals 12,407 5,109 469
-------------------------------------
$231,953 $201,641 $168,230
=====================================
NOTE 9 - EMPLOYEE BENEFIT PLANS
The Company sponsors a non-contributory defined benefit pension plan
covering, after a minimum of one year of employment, all employees age
21 or older who have completed 1,000 hours of service in their first
twelve months of employment or in a calendar year and who are not
covered by a collective bargaining agreement.
The plan calls for benefits to be paid to eligible employees at
retirement based primarily upon years of credited service with the
Company (not exceeding thirty-five) and the employee's highest five
year average compensation. Contributions to the plan reflect
benefits attributed to employees' services to date, as well as
services expected to be earned in the future. Plan assets are invested
in pooled separate accounts with an insurance company pursuant to
which the plan's benefits are paid to retired and terminated employees
and the beneficiaries of deceased employees.
The Company also sponsors two non-contributory deferred compensation
plans which provide certain employees additional pension benefits.
The Company currently offers eligible retirees the opportunity to
participate in a health plan (medical and dental) and a life insurance
plan. Substantially all employees may become eligible for these
benefits provided that the employee must be at least 55 years of age
and have 15 years of credited service at retirement. The health plan
is contributory, with retiree contributions adjusted annually; the
life insurance plan is noncontributory. The accounting for the health
plan anticipates future modifications to the cost-sharing provisions
to provide for retiree premium contributions of approximately 20% of
total premiums, increases in deductibles and co-insurance at the
medical inflation rate and coordination with Medicare. Retiree health
and life insurance plans are not funded. The Company is amortizing
the transition obligation on the straight-line method over a period of
20 years.
Net periodic benefit cost for the plans consists of the following:
Pension Benefits Other Benefits
---------------- ---------------
(In thousands) 2001 2000 1999 2001 2000 1999
- ------------------------------------------------------------
Components of net periodic
benefit cost:
Service cost $1,346 $ 2,118 $ 1,910 $ 315 $ 257 $ 234
Interest cost 1,655 1,905 1,612 357 232 247
Expected return on plan
assets (1,351) (1,257) (1,118) - - -
Recognized net actuarial
(gain) loss (387) 103 - - (21) -
Amortization of unrecognized
transition obligation 231 231 231 50 50 50
------ ------ ------ ------ ------ ------
Net periodic benefit cost $1,494 $3,100 $2,635 $ 722 $ 518 $ 531
====== ====== ===== ====== ===== ======
The following tables set forth the plans' change in benefit
obligations and plan assets and the accrued liability for benefit cost
included in the Consolidated Balance Sheets for the years ended March
29, 2001 and March 30, 2000:
Pension Benefits Other Benefits
---------------- --------------
(In thousands) 2001 2000 2001 2000
- ----------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning
of year $22,892 $29,622 $4,199 $3,105
Service cost 1,346 2,118 315 257
Interest cost 1,655 1,905 357 232
Plan participants' contributions - - 23 23
Actuarial (gain) loss 1,129 (9,366) (327) 650
Benefits paid (1,264) (1,387) (40) (68)
------ ------ ------ ------
Benefit obligation at end of
year $25,758 $22,892 $4,527 $4,199
====== ====== ====== ======
Pension Benefits Other Benefits
----------------- ---------------
(In thousands) 2001 2000 2001 2000
- ----------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
beginning of year $ 15,763 $ 15,043 $ - $ -
Actual return on plan assets 325 755 - -
Employer contribution 1,333 1,352 17 45
Plan participants' contributions - - 23 23
Benefits paid (1,264) (1,387) (40) (68)
------ ------ ----- ------
Fair value of plan assets
at end of year $ 16,157 $ 15,763 $ - $ -
====== ====== ====== ======
Accrued liability for benefit
cost:
Funded status $ (9,601) $ (7,129) $(4,527) $ (4,199)
Unrecognized net actuarial
(gain) loss (2,601) (5,143) (156) 221
Unrecognized prior service
cost 1,292 1,523 497 497
------ ------ ------ ------
Accrued benefit cost $(10,910) $(10,749) $(4,186) $ (3,481)
====== ====== ====== ======
The projected benefit obligation, accumulated benefit obligation and
fair value of plan assets for the pension plans with accumulated
benefit obligations in excess of plan assets were $25,758,000,
$17,514,000 and $16,157,000, respectively, as of March 29, 2001; and
$22,892,000, $15,920,000 and $15,763,000, respectively, as of March
30, 2000.
The assumptions used in computing the preceding information are as
follows:
Pension Benefits Other Benefits
---------------- --------------
(In thousands) 2001 2000 2001 2000
- -------------------------------------------------------------------
Weighted-average assumptions:
Discount rate 7.25% 7.25% 7.75% 8.00%
Expected return on plan assets 8.50% 8.50% - -
Rate of compensation increase 6.00% 6.00% 6.50% 6.50%
For measurement purposes, the annual rate of increase in the per
capita cost of covered health care benefits assumed for 2001 was 11.0%
for medical and 4.0% for dental. The rates were assumed to decrease
gradually to 5.0% for medical and 3.0% for dental at 2014 and remain
at that level thereafter. The health care cost trend rate assumption
has a significant effect on the amounts reported. Increasing the
assumed health care cost trend rates by one percentage point in each
year would increase the accumulated postretirement benefit obligation
as of March 29, 2001 by $979,000 and the aggregate of the service and
interest cost components of postretirement expense for fiscal 2001 by
$186,000. Decreasing the assumed health care cost trend rates by one
percentage point in each year would decrease the accumulated
postretirement expense for fiscal 2001 by $739,000 and the aggregate
service and interest cost components of postretirement expense for
fiscal 2001 by $147,000.
The Company sponsors a voluntary thrift savings plan covering the same
employees eligible for the pension plan. Since inception of the
savings plan, the Company has matched 50% of each eligible employee's
elective contributions, limited to 3% of the employee's salary. The
Company's expense under the thrift savings plan was $1,362,000,
$1,373,000, and $1,319,000 for fiscal 2001, 2000 and 1999,
respectively.
NOTE 10 - CONTINGENCIES
The Company, in the normal course of business, is party to various
legal actions. Except as described below, management believes that the
potential exposure, if any, from such matters would not have a
material adverse effect on the financial condition, cash flows or
results of operations of the Company.
The Company is the defendant in two coordinated cases now pending in
California, Weaver v. AMC Entertainment Inc., (filed March 2000 in
Superior Court of California, San Francisco County), and Geller v. AMC
Entertainment Inc. (filed May 2000 in Superior Court of California,
San Bernardino County). The litigation is based upon California
Civil Code Section 1749.5, which provides that "on or after July 1,
1997, it is unlawful for any person or entity to sell a gift
certificate to a purchaser containing an expiration date." Weaver is
a purported class action on behalf of all persons in California who,
on or after January 1, 1997, purchased or received an AMC Gift of
Entertainment ("GOE") containing an expiration date. Geller is
brought by a plaintiff who allegedly received an AMC discount ticket
in California containing an expiration date and who purports to
represent all California purchasers of these "gift certificates"
purchased from any AMC theatre, store, location, web-site or other
venue owned or controlled by AMC since January 1, 1997. Both
complaints allege unfair competition and seek injunctive relief.
Geller seeks restitution of all expired "gift certificates" purchased
in California since January 1, 1997 and not redeemed. Weaver seeks
disgorgement of all revenues and profits obtained since January 1997
from sales of "gift certificates" containing an expiration date, as
well as actual and punitive damages. The Company has denied any
liability, answering that GOEs and discount tickets are not a "gift
certificate" under the statute and that, in any event, no damages
have occurred. On May 11, 2001, following a special trial on the
issue, the court ruled that the GOEs and discount tickets are "gift
certificates." The Company intends to appeal this ruling and to
continue defending the cases vigorously. Should the result of this
litigation ultimately be adverse to the Company, it is presently
unable to estimate the amount of the potential loss.
NOTE 11 - THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS
The Company has provided reserves for estimated losses from theatres
which have been closed and from discontinuing the operation of fast
food and other restaurants operated adjacent to certain of the
Company's theatres.
During fiscal 2001, the Company discontinued operation of 37 theatres
with 250 screens. As of March 29, 2001, the Company has reserved
$31,174,000 related primarily to 18 of these theatres with 130 screens
and 19 theatres with 143 screens closed in prior years, vacant
restaurant space related to a terminated joint venture and the
discontinued development of a theatre in North America for which lease
terminations have either not been consummated or paid. The Company is
obligated under long-term lease commitments with remaining terms of up
to 19 years. As of March 29, 2001, the base rents aggregated
approximately $8,200,000 annually, and $50,900,000 over the remaining
terms of the leases.
In conjunction with the opening of certain new theatres in 1986
through 1988, the Company expanded its food services by leasing
additional space adjacent to those theatres to operate specialty fast
food restaurants. The Company discontinued operating the restaurants
due to unprofitability, and has reserved $918,000 for which lease
terminations have not been consummated. The Company continues to sub-
lease or convert to other uses the space leased for these restaurants.
The Company is obligated under non-cancelable long-term lease
commitments with remaining terms of up to 10 years. As of March 29,
2001, the base rents aggregated approximately $559,000 annually, and
$3,978,000 over the remaining terms of the leases. As of March 29,
2001, the Company had subleased approximately 53% of the space with
remaining terms ranging from six months to 117 months. Non-cancelable
subleases aggregated approximately $346,000 annually, and $1,665,000
over the remaining terms of the subleases.
A rollforward of reserves for theatre and other closure and the
discontinuing operation of fast food restaurants is as follows:
(In thousands) 2001 2000 1999
- ------------------------------------------------------------------
Beginning Balance $18,019 $ 874 $ 701
Theatre and other closure expense
and interest 28,393 16,661 2,801
General and administrative expense 400 680 -
Payments (23,600) (8,819) (2,628)
Transfer of capital lease obligations 8,880 8,623 -
------ ------ ------
Ending balance $32,092 $18,019 $ 874
====== ====== ======
NOTE 12 - RESTRUCTURING CHARGE
On September 30, 1999, the Company recorded a restructuring charge of
$12,000,000 ($7,200,000 net of income tax benefit or $.31 per share)
related to the consolidation of its three U.S. divisional operations
offices into its corporate headquarters and a decision to discontinue
direct involvement with pre-development activities associated with
certain retail/entertainment projects conducted through its wholly-
owned subsidiary, Centertainment, Inc. Included in this total are
severance and other employee related costs of $5,300,000, lease
termination costs of $700,000 and the write-down of property of
$6,000,000.
The severance and other employee related costs result from a
workforce reduction of 128 employees primarily at the Company's
divisional offices and at its corporate headquarters. Lease
termination costs were incurred in connection with the closure of
the three divisional operations offices prior to their lease
expiration dates. The write down of property was related to
capitalized pre-development costs for certain retail/entertainment
projects. As of March 30, 2000, $860,000 of these charges were
unpaid. The Company had paid substantially all expenses related to
these charges as of March 29, 2001.
NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it was
practicable to estimate that value.
The carrying value of cash and equivalents approximates fair value
because of the short duration of those instruments. The fair value of
publicly held corporate borrowings was based upon quoted market
prices. For other corporate borrowings, the fair value was based upon
rates available to the Company from bank loan agreements or rates
based upon the estimated premium over U.S. treasury notes with
similar average maturities. The fair values of Employee Notes for
Common Stock purchases are based upon the current applicable federal
rate prescribed by Section 1274(d) of the Internal Revenue Code.
The estimated fair values of the Company's financial instruments are
as follows:
2001 2000
--------------------------------------------
Carrying Fair Carrying Fair
(In thousands) Amount Value Amount Value
- ----------------------------------------------------------------------
Financial assets:
Cash and equivalents $ 34,075 $ 34,075 $119,305 $119,305
Employee Notes for Common
Stock purchases 9,881 10,214 9,362 8,938
Financial liabilities:
Cash overdrafts $ 35,157 $ 35,157 $ 28,637 $ 28,637
Corporate borrowings 694,172 598,604 754,105 549,410
NOTE 14 - OPERATING SEGMENTS
The Company has identified three reportable segments around
differences in products and services and geographical areas. North
American and International theatrical exhibition operations are
identified as separate segments based on dissimilarities in
international markets from North America. NCN and other is identified
as a separate segment due to differences in products and services
offered.
The Company evaluates the performance of its segments and allocates
resources based on several factors, of which the primary measure is
net loss before cumulative effect of accounting changes plus interest,
income taxes, depreciation and amortization and adjusted for
restructuring charge, impairment losses, preopening expense, theatre
and other closure expense, gain (loss) on disposition of assets and
equity in earnings of unconsolidated affiliates ("Adjusted EBITDA").
The Company evaluates Adjusted EBITDA generated by its segments in a
number of manners, of which the primary measure is a comparison of
segment Adjusted EBITDA to segment property.
The Company's segments follow the same accounting policies as
discussed in Note 1 to the Consolidated Financial Statements on page
31.
Information about the Company's operations by operating segment is as
follows:
Revenues (In thousands) 2001 2000 1999
- ----------------------------------------------------------------------
North American theatrical exhibition $1,092,504 $1,062,774 $ 951,457
International theatrical exhibition 78,840 60,177 39,817
NCN and other 43,457 43,991 32,182
--------------------------------
Total revenues $1,214,801 $1,166,942 $1,023,456
========= ============ ============
Adjusted EBITDA (In thousands) 2001 2000 1999
- ----------------------------------------------------------------------------
North American theatrical exhibition $ 179,076 $ 167,042 $ 156,302
International theatrical exhibition (6,629) (1,387) 2,333
NCN and other 847 (628) 1,283
Total segment Adjusted EBITDA 173,294 165,027 159,918
General and administrative 32,499 47,407 52,321
------- ------- --------
Total Adjusted EBITDA $140,795 $ 117,620 $ 107,597
========= ============ ===========
Property (In thousands) 2001 2000 1999
- ----------------------------------------------------------------------------
North American theatrical exhibition $1,045,447 $1,018,272 $ 919,185
International theatrical exhibition 86,600 75,153 51,779
NCN and other 13,888 12,812 11,081
Total segment property 1,145,935 1,106,237 982,045
Construction in progress 58,858 78,681 97,688
Corporate 29,536 45,485 39,245
--------- --------- ---------
Total property (1) $1,234,329 $1,230,403 $ 1,118,978
========= ============ ============
Capital expenditures (In thousands) 2001 2000 1999
- -------------------------------------------------------------------------------
North American theatrical exhibition $52,685 $ 193,994 $ 144,835
International theatrical exhibition 12,275 22,989 30,560
NCN and other 2,410 1,733 1,884
------ ------- -------
Total segment capital expenditures 67,370 218,716 177,279
Construction in progress 42,068 44,713 79,351
Corporate 11,443 11,503 4,183
------- --------- -------
Total capital expenditures $120,881 $ 274,932 $ 260,813
========= ============ ===========
(1) Property is comprised of land, buildings and improvements,
leasehold improvements and furniture, fixtures and equipment.
A reconciliation of loss before income taxes to Adjusted EBITDA is as
follows:
(In thousands) 2001 2000 1999
- ---------------------------------------------------------------------------
Loss before income taxes and cumulative
effect of accounting changes $(135,826) $ (81,247) $(26,516)
Plus:
Interest expense 77,000 62,703 38,628
Depreciation and amortization 105,260 95,974 89,221
Impairment of long-lived assets 68,776 5,897 4,935
Restructuring charge - 12,000 -
Preopening expense 3,808 6,795 2,265
Theatre and other closure expense 24,169 16,661 2,801
Gain on disposition of assets (664) (944) (2,369)
Investment income (1,728) (219) (1,368)
-------- ---------- ------------
Total Adjusted EBITDA $ 140,795 $117,620 $107,597
======== ========== ============
Information about the Company's revenues and assets by geographic area
is as follows:
Revenues (In thousands) 2001 2000 1999
- ---------------------------------------------------------------------
United States $1,110,211 $1,087,765 $ 980,911
Canada 25,750 19,000 2,728
Japan 42,945 31,295 25,174
China (Hong Kong) 9,996 8,723 2,098
Portugal 7,788 8,538 8,855
Spain 14,132 10,161 3,690
France 3,253 1,460 -
Sweden 726 - -
--------- ------------- ------------
Total revenues $1,214,801 $1,166,942 $1,023,456
========= ============ ============
Property (In thousands) 2001 2000 1999
- ---------------------------------------------------------------------
United States $1,081,382 $1,101,533 $1,028,663
Canada 59,326 42,528 30,930
Japan 32,850 32,395 15,587
China (Hong Kong) 11,104 10,993 10,353
Portugal 10,795 11,731 13,019
Spain 25,158 23,652 20,426
France 5,991 6,333 -
Taiwan - 1,238 -
Sweden 4,773 - -
United Kingdom 2,950 - -
--------- ------------- -----------
Total property $1,234,329 $1,230,403 $1,118,978
========= ============ ============
NOTE 15 - RELATED PARTY TRANSACTIONS
As a Successor Trustee of the Durwood Voting Trust established under
the 1992 Durwood, Inc. Voting Trust Agreement dated December 12, 1992,
as amended and restated as of August 12, 1997 (the "Voting Trust"),
with shared voting powers over shares held in the Voting Trust, Mr.
Raymond F. Beagle, Jr. may be deemed to beneficially own all of the
Company's Convertible Class B Stock. Mr. Beagle serves as general
counsel to the Company under a retainer agreement which provides for
annual payments of $360,000. The agreement provides for severance
payments equal to three times the annual retainer upon termination of
the agreement by the Company or a change in control approved by Common
Stockholders. The agreement also provides for deferred payments from
a previously established rabbi trust in a formula amount ($33,239
monthly as of March 29, 2001 which reflects a $75,000 discretionary
deferred bonus which has been paid to the rabbi trust during the
current fiscal year) for a period of twelve years after termination of
services or a change in control. Subsequent to March 29, 2001, the
Company approved a $150,000 discretionary deferred bonus which has
been paid to the rabbi trust.
Lathrop & Gage L.C., a law firm of which Mr. Raymond F. Beagle, Jr. is
a member, renders legal services to the Company and its subsidiaries.
During fiscal 2001, the Company paid Lathrop & Gage L.C. $3,252,000
for such services.
AMC Entertainment Inc.
STATEMENTS OF OPERATIONS BY QUARTER
June 29, July 1, Sept 28, Sept 30, Dec. 28, Dec. 30, Mar. 29, Mar. 30, Fiscal Year
2000(1) 1999 2000(1) 1999 2000(1) 1999 2001 2000 2001 2000
(In thousands,
except per share
amounts)(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------
Admissions $193,541 $187,882 $220,554 $219,749 $199,165 $183,800 $197,808 $171,652 $811,068 $763,083
Concessions 80,715 83,713 91,472 95,499 82,946 78,420 79,091 72,223 334,224 329,855
Other theatre 9,827 5,089 5,151 6,849 6,177 9,627 4,897 8,448 26,052 30,013
Other 7,161 9,876 14,425 11,588 14,114 13,126 7,757 9,401 43,457 43,991
--------- ---------- ----------- ------------ ----------- ----------- ---------- --------- ---------- ---------
Total revenues 291,244 286,560 331,602 333,685 302,402 284,973 289,553 261,724 1,214,801 1,166,942
Film exhibition
costs 104,109 109,548 119,902 121,545 106,866 98,693 101,474 87,950 432,351 417,736
Concession costs 12,217 12,691 14,138 14,898 12,077 11,406 8,023 11,731 46,455 50,726
Theatre operating
expense 75,809 67,009 76,347 71,123 74,863 70,787 73,754 81,153 300,773 290,072
Rent 55,979 47,877 57,862 48,636 56,826 49,594 58,647 52,655 229,314 198,762
Other 8,825 10,695 12,392 11,794 11,429 11,606 9,964 10,524 42,610 44,619
General and
administrative 6,635 13,211 7,350 12,284 8,004 12,873 10,510 9,039 32,499 47,407
Preopening expense1,608 1,273 875 2,024 314 1,914 1,011 1,584 3,808 6,795
Theatre and other
closure expense 727 9,646 11,679 2,046 1,421 2,251 10,342 2,718 24,169 16,661
Restructuring
charge - - - 12,000 - - - - - 12,000
Depreciation and
amortization 26,378 20,657 25,917 23,029 26,465 24,620 26,500 27,668 105,260 95,974
Impairment of
long-lived assets - - 3,813 - - - 64,963 5,897 68,776 5,897
(Gain) loss on
disposition of
assets (1,640) (183) 5 (144) (160) (635) 1,131 18 (664) (944)
-------- ---------- ----------- ------------ ----------- ----------- ---------- --------- --------
Total costs
and expenses 290,647 292,424 330,280 319,235 298,105 283,109 366,319 290,937 1,285,351 1,185,705
-------- ---------- ----------- ------------ ----------- ----------- ---------- --------- ----------
Operating income
(loss) 597 (5,864) 1,322 14,450 4,297 1,864 (76,766) (29,213) (70,550) (18,763)
Other income - - 9,996 - - - - - 9,996 -
Interest expense 19,430 13,471 18,786 14,401 19,854 16,630 18,930 18,201 77,000 62,703
Investment income
(loss) 1,100 486 (495) (386) (407) (311) 1,530 430 1,728 219
-------- ---------- ----------- ------------ ------------ ---------- --------- ---------- ---------
Loss before income taxes and
cumulative effect of
accounting changes(17,733) (18,849) (7,963) (337) (15,964) (15,077) (94,166) (46,984) (135,826) (81,247)
Income tax provision(6,600) (7,700) (2,500) (135) (6,000) (6,165) (30,600) (17,900) (45,700) (31,900)
-------- ---------- ----------- ------------ --------------------------------------------------------------------
Loss before cumulative effect
of accounting changes(11,133)(11,149)(5,463) (202) (9,964) (8,912) (63,566) (29,084) (90,126) (49,347)
Cumulative effect of
accounting changes
(net of income tax benefit of
$10,950 and $4,095
in 2001 and 2000,
respectively) (15,760) (5,840) - - - - - - (15,760) (5,840)
------ -------------------------------------------------------------------------------------------------------------
Net loss $(26,893)$ (16,989)$ (5,463) $(202) $(9,964) $(8,912) $(63,566) $ (29,084) $ (105,886) $(55,187)
====================================================================================================================
Loss per share before cumulative
effect of accounting changes:
Basic $ (0.47) $(0.48)$(0.23) $ (0.01) $ (0.42) $ (0.38) $(2.71) $(1.24) $(3.84) $ (2.10)
==========================================================================================================================
Diluted $ (0.47) $(0.48)$(0.23) $ (0.01) $ (0.42) $ (0.38) $(2.71) $(1.24) $(3.84) $ (2.10)
==========================================================================================================================
Loss per share:
Basic $ (1.15) $(0.72)$(0.23) $ (0.01) $ (0.42)$ (0.38) $(2.71) $(1.24) $(4.51) $ (2.35)
==========================================================================================================================
Diluted $ (1.15) $(0.72)$(0.23) $ (0.01) $ (0.42)$ (0.38) $(2.71) $(1.24) $(4.51) $ (2.35)
==========================================================================================================================
(1)Amounts previously reported in Form 10-Q for fiscal year 2001 have
been retroactively restated to reflect the adoption of SAB No. 101,
see Note 1. The following schedule reconciles amounts previously
reported in Form 10-Q to the revised quarterly amounts in Form 10-K.
AMC Entertainment Inc.
RECONCILIATION OF STATEMENTS OF OPERATIONS BY QUARTER AS REPORTED IN
FORM 10-Q TO FORM 10-K
Form 10-Q Form 10-K Form 10-Q Form 10-K Form 10-Q Form 10-K
June 29, June 29, Sept 28, Sept 28, Dec 28, December 28,
(In thousands, except per SAB 101 SAB 101 SAB 101
share amounts) (Unaudited) 2000 Restatement 2000 2000 Restatement 2000 2000 Restatement 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Admissions $193,541 $ - $193,541 $220,554 $ - $220,554 $199,165 $ - $199,165
Concessions 80,715 - 80,715 91,472 - 91,472 82,946 - 82,946
Other theatre 6,722 3,105 9,827 6,813 (1,662) 5,151 9,147 (2,970) 6,177
Other 7,161 - 7,161 14,425 - 14,425 14,114 - 14,114
- ------------------------------------------------------------------------------------------------------------------------------------
Total revenues 288,139 3,105 291,244 333,264 (1,662) 331,602 305,372 (2,970) 302,402
Film exhibition costs 104,109 - 104,109 119,902 - 119,902 106,866 - 106,866
Concession costs 12,217 - 12,217 14,138 - 14,138 12,077 - 12,077
Theatre operating expense 75,809 - 75,809 76,347 - 76,347 74,863 - 74,863
Rent 55,979 - 55,979 57,862 - 57,862 56,826 - 56,826
Other 8,825 - 8,825 12,392 - 12,392 11,429 - 11,429
General and administrative 6,635 - 6,635 7,350 - 7,350 8,004 - 8,004
Preopening expense 1,608 - 1,608 875 - 875 314 - 314
Theatre and other closure expense 727 - 727 11,679 - 11,679 1,421 - 1,421
Depreciation and amortization 26,378 - 26,378 25,917 - 25,917 26,465 - 26,465
Impairment of long-lived assets - - - 3,813 - 3,813 - - -
(Gain) loss on disposition of
assets (1,640) - (1,640) 5 - 5 (160) - (160)
- --------------------------------------------------------------------------------------------------------------------------------
Total costs and expen ses 290,647 - 290,647 330,280 - 330,280 298,105 - 298,105
- --------------------------------------------------------------------------------------------------------------------------------
Operating income (loss) (2,508) 3,105 597 2,984 (1,662) 1,322 7,267 (2,970) 4,297
Other income - - - - 9,996 9,996 - - -
Interest expense 19,430 - 19,430 18,786 - 18,786 19,854 - 19,854
Investment income (loss) 1,100 - 1,100 (495) - (495) (407) - (407)
- --------------------------------------------------------------------------------------------------------------------------------
Loss before income taxes and
cumulative effect of an
accounting change (20,838) 3,105 (17,733) (16,297) 8,334 (7,963) (12,994) (2,970)(15,964)
Income tax provision (7,900) 1,300 (6,600) (5,900) 3,400 (2,500) (4,800) (1,200) (6,000)
- --------------------------------------------------------------------------------------------------------------------------------
Loss before cumulative effect
of an
accounting change (12,938) 1,805 (11,133) (10,397) 4,934 (5,463) (8,194) (1,770) (9,964)
Cumulative effect of an
accounting change
(net of income tax benefit
of $10,950) - (15,760) (15,760) - - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
Net loss $(12,938) $(13,955) $(26,893) $(10,397) $4,934 $ (5,463) $(8,194) $(1,770)$ (9,964)
==========================================================================================================================
Loss per share before
cumulative effect of an
accounting change:
Basic $ (0.55)$ .08 $ (0.47) $ (0.44) $ .21 $ (0.23) $ (0.35) $ (0.07)$(0.42)
==========================================================================================================================
Diluted $ (0.55)$ .08 $ (0.47) $ (0.44) $ .21 $ (0.23) $ (0.35) $ (0.07)$(0.42)
==========================================================================================================================
Loss per share:
Basic $ (0.55)$ (.60) $ (1.15) $ (0.44) $ .21 $ (0.23) $ (0.35) $ (0.07)$(0.42)
==========================================================================================================================
Diluted $ (0.55)$ (.60) $ (1.15) $ (0.44) $ .21 $ (0.23) $ (0.35) $ (0.07)$(0.42)
==========================================================================================================================
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosures.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information concerning the Company's Directors and Executive
Officers is incorporated herein by reference to "Nominees for
Directors", "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement relating to the 2001 Annual
Meeting of Stockholders scheduled to be held on September 13, 2001 (the
"Proxy Statement"), which is incorporated by reference into this Form
10-K and is expected to be filed before July 27, 2001. With the
exception of this foregoing information and other information
specifically incorporated by reference into this Form 10-K, the Proxy
Statement is not being filed as a part hereof.
Item 11. Executive Compensation.
Information concerning executive compensation matters is
incorporated herein by reference to "Compensation of Management",
"Option Grants", "Option Exercises and Holdings", "Defined Benefit
Retirement and Supplemental Executive Retirement Plans", "Compensation
of Directors", "Employment Contracts, Termination of Employment and
Change in Control Arrangements" and "Compensation Committee Interlocks
and Insider Participation" in the Proxy Statement; provided, however,
that the "Report of the Compensation Committee on Executive
Compensation", and "Stock Performance Graph" are not incorporated by
reference herein.
ITEM 12. Security Ownership of Beneficial Owners.
Information concerning the voting securities beneficially owned
by each Director of the Company, by all Executive Officers and
Directors of the Company as a group and by each stockholder known by
the Company to be the beneficial owner of more than 5% of the
outstanding voting securities is incorporated herein by reference to
"Security Ownership of Beneficial Owners" and "Beneficial Ownership by
Directors and Officers" in the Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions.
Information concerning relationships and related transactions
is incorporated herein by reference to "Certain Relationships and
Related Transactions" in the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
(a)(1) The following financial statements are included in Part II,
Item 8.:
Page
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Report of Independent Accountants 25
Consolidated Statements of Operations - Fiscal years
(52 weeks) ended
March 29, 2001, March 30, 2000 and April 1, 1999 26
Consolidated Balance Sheets - March 29, 2001 and March 30, 2000 27
Consolidated Statements of Cash Flows - Fiscal years (52 weeks)
ended March 29, 2001, March 30, 2000 and April 1, 1999 28
Consolidated Statements of Stockholders' Equity (Deficit) -
Fiscal years (52 weeks)
ended March 29, 2001, March 30, 2000 and April 1, 1999 30
Notes to Consolidated Financial Statements - Fiscal years
(52 weeks) ended
March 29, 2001, March 30, 2000 and April 1, 1999 31
Statements of Operations By Quarter (Unaudited) - Fiscal years
(52 weeks) ended
March 29, 2001 and March 30, 2000 52
(a)(2)Financial Statement Schedules - All schedules have been omitted
because the necessary information is included in the Notes to the
Consolidated Financial Statements.
(b) Reports on Form 8-K
On January 26, 2001, the Company filed a Form 8-K reporting under
Item 9. operating results for the third quarter of fiscal 2001
and clarification of its theatre closing plans.
On April 20, 2001, the Company filed a Form 8-K reporting under
Item 9. the sale of $250 million of Preferred Stock on April 19,
2001.
On May 7, 2001, the Company filed a Form 8-K reporting under Item
5. details of the sale of $250 million of Preferred Stock on
April 29, 2001.
(c) Exhibits
A list of exhibits required to be filed as part of this report on
Form 10-K is set forth in the Exhibit Index, which immediately
precedes such exhibits, and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMC ENTERTAINMENT INC.
By: /s/ Peter C. Brown
____________________________
Peter C. Brown, Chairman of the Board
Date: June 26, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Peter C. Brown Chairman of the Board, Chief Executive
June 26, 2001
- -----------------------
Peter C. Brown Officer and President
/s/ Charles J. Egan, Jr. Director June 26, 2001
- ------------------------
Charles J. Egan, Jr.
/s/ W. Thomas Grant, II Director June 26, 2001
- ------------------------
W. Thomas Grant, II
/s/ Paul E. Vardeman Director June 26, 2001
- ------------------------
Paul E. Vardeman
/s/ Leon D. Black Director June 26, 2001
- ------------------------
Leon D. Black
/s/ Marc J. Rowan Director June 26, 2001
- ------------------------
Marc J. Rowan
/s/ Laurence M. Berg Director June 26, 2001
- ------------------------
Laurence M. Berg
/s/ Charles S. Paul Director June 26, 2001
- ------------------------
Charles S. Paul
/s/ Craig R. Ramsey Senior Vice President, Finance,
June 26, 2001
- ------------------------
Craig R. Ramsey Chief Financial Officer and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of March 31,
1997 between AMC Entertainment Inc. and Durwood,
Inc. (together with Exhibit A, "Pre-Merger Action
Plan") (Incorporated by reference from Exhibit 2.1
to the Company's Registration Statement on Form S-
4 (File No. 333-25755) filed April 24, 1997).
2.2 Stock Agreement among AMC Entertainment Inc. and
Stanley H. Durwood, his children: Carol D. Journagan,
Edward D. Durwood, Thomas A. Durwood, Elissa D.
Grodin, Brian H. Durwood and Peter J. Durwood (the
"Durwood Children"), The Thomas A. and Barbara F.
Durwood Family Investment Partnership (the "TBD
Partnership") and Delta Properties, Inc.
(Incorporated by reference from Exhibit 99.3 to
Amendment No. 2 to Schedule 13D of Stanley H. Durwood
filed September 30, 1997).
2.3 Registration Agreement among AMC Entertainment Inc.
and the Durwood Children and Delta Properties, Inc.
(Incorporated by reference from Exhibit 99.2 to
Amendment No. 2 to Schedule 13D of Stanley H. Durwood
filed September 30, 1997).
2.4(a) Indemnification Agreement dated as of March 31, 1997
among AMC Entertainment Inc., the Durwood Family
Stockholders and Delta Properties, Inc., together
with Exhibit B thereto (Escrow Agreement)
(Incorporated by reference from Exhibit 2.4(a) to the
Company's Registration Statement on Form S-4 (File
No. 333-25755) filed April 24, 1997).
2.4(b) Durwood Family Settlement Agreement (Incorporated by
reference from Exhibit 99.1 to Schedule 13D of
Durwood, Inc. and Stanley H. Durwood filed May 7,
1996).
2.4(c) First Amendment to Durwood Family Settlement
Agreement (Incorporated by reference from Exhibit
2.4(c) to the Company's Registration Statement on
Form S-4 (File No. 333-25755) filed April 24, 1997).
2.4(d) Second Amendment to Durwood Family Settlement
Agreement dated as of August 15, 1997, among Stanley
H. Durwood, the Durwood Children and the TBD
Partnership (Incorporated by reference from Exhibit
99.7 to Amendment No. 2 to Schedule 13D of Stanley H.
Durwood filed September 30, 1997).
*3.1 Amended and Restated Certificate of Incorporation
of AMC Entertainment Inc. (as amended on December
2, 1997)
*3.2 Bylaws of AMC Entertainment Inc.
4.1(a) Amended and Restated Credit Agreement dated as of
April 10, 1997, among AMC Entertainment Inc., as the
Borrower, The Bank of Nova Scotia, as Administrative
Agent, and Bank of America National Trust and Savings
Association, as Documentation Agent, and Various
Financial Institutions, as Lenders, together with the
following exhibits thereto: significant subsidiary
guarantee, form of notes, form of pledge agreement
and form of subsidiary pledge agreement (Incorporated
by reference from Exhibit 4.3 to the Company's
Registration Statement on Form S-4 (File No. 333-
25755) filed April 24, 1997).
4.1(b) Second Amendment, dated January 16, 1998, to Amended
and Restated Credit Agreement dated as of April 10,
1997 (Incorporated by Reference from Exhibit 4.2 to
the Company's Form 10-Q (File No. 1-8747) for the
quarter ended January 1, 1998).
4.1(c) Third Amendment, dated March 15, 1999, to Amended
and Restated Credit Agreement dated as of April
10, 1997 (Incorporated by reference from Exhibit 4
to the Company's Form 8-K (File No. 1-8747) dated
March 25, 1999).
4.1(d) Fourth Amendment, dated March 29, 2000, to Amended
and Restated Credit Agreement dated as of April
10, 1997. (Incorporated by reference from Exhibit
4.1(d) to the Company's Form 10-K (File No. 1-
8747) for the year ended March 30, 2000).
4.1(e) Fifth Amendment, dated April 10, 2001, to Amended
and Restated Credit Agreement dated as of April
10, 1997. (Incorporated by reference from Exhibit
4.1(e) to the Company's Form 8-K (File No. 1-8747)
dated May 7, 2001).
4.2(a) Indenture dated March 19, 1997, respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes
due 2009 (Incorporated by reference from Exhibit 4.1
to the Company's Form 8-K (File No. 1-8747) dated
March 19, 1997).
4.2(b) First Supplemental Indenture respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated
Notes due 2009 (Incorporated by reference from
Exhibit 4.4(b) to Amendment No. 2. to the
Company's Registration Statement on Form S-4
(File No.333-29155) filed August 4, 1997).
4.2(c)Agreement of Resignation, Appointment and Acceptance,
dated August 30, 2000, among the Company, The Bank of
New York and HSBC Bank USA respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes
due 2009. (Incorporated by reference from Exhibit
4.2(c) to the Company's Form 10-Q (File No. 1-8747)
for the quarter ended September 28, 2000).
4.3 Indenture, dated January 27, 1999, respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated
Notes due 2011. (Incorporated by reference from
Exhibit 4.3 to the Company's Form 10-Q (File No.
1-8747) for the quarter ended December 31, 1998).
4.3(a) Agreement of Resignation, Appointment and Acceptance,
dated August 30, 2000, among the Company, The Bank of
New York and HSBC Bank USA respecting AMC
Entertainment Inc.'s 9 1/2% Senior Subordinated Notes
due 2011. (Incorporated by reference from Exhibit
4.3(a) to the Company's Form 10-Q (File No. 1-8747)
for the quarter ended September 28, 2000).
4.4 Registration Rights Agreement, dated January 27, 1999,
respecting AMC Entertainment Inc.'s 9 1/2% Senior
Subordinated Notes due 2011 (Incorporated by reference
from Exhibit 4.4 to the Company's Form 10-Q (File No. 1-
8747) for the quarter ended December 31, 1998).
4.5 In accordance with Item 601(b)(4)(iii)(A) of
Regulation S-K, certain instruments respecting long-
term debt of the Registrant have been omitted but
will be furnished to the Commission upon request.
4.6 Certificate of Designations of Series A Convertible
Preferred Stock and Series B Exchangeable Preferred
Stock of AMC Entertainment Inc. (Incorporated by
reference from Exhibit 4.6 to the Company's Form 8-K
(File No. 1-8747) filed on April 20, 2001).
4.7 Investment Agreement entered into April 19, 2001 by
and among AMC Entertainment Inc. and Apollo
Investment Fund IV, L.P., Apollo Overseas Partners
IV, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P., Apollo Management IV, L.P.
and Apollo Management V, L.P. (Incorporated by
reference from Exhibit 4.7 to the Company's Form 8-K
(File No. 1-8747) filed on April 20, 2001).
4.8 Standstill Agreement by and among AMC Entertainment
Inc., and Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Apollo Investment Fund V,
L.P., Apollo Overseas Partners V, L.P., Apollo
Mangement IV, L.P. and Apollo Management V, L.P.,
dated as of April 19, 2001. (Incorporated by reference
from Exhibit 4.8 to the Company's Form 8-K (File No. 1-
8747) filed on April 20, 2001).
4.9 Registration Rights Agreement dated April 19, 2001 by
and among AMC Entertainment Inc. and Apollo
Investment Fund IV, L.P., Apollo Overseas Partners
IV, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P. (Incorporated by reference
from Exhibit 4.9 to the Company's Form 8-K (File No. 1-
8747) filed on April 20, 2001).
9 Durwood Voting Trust (Amended and Restated 1992
Durwood, Inc. voting Trust Agreement dated August 12,
1998). (Incorporated by reference from exhibit 99.2
to the Company's Schedule 13D (File No. 5-34911)
filed July 22, 1999.
10.1 AMC Entertainment Inc. 1983 Stock Option Plan
(Incorporated by reference from Exhibit 10.1 to
AMCE's Form S-1 (File No. 2-84675) filed June 22,
1983).
10.2 AMC Entertainment Inc. 1984 Employee Stock Purchase
Plan (Incorporated by reference from Exhibit 28.1 to
AMCE's Form S-8 (File No. 2-97523) filed July 3,
1984).
10.3 (a) AMC Entertainment Inc. 1984 Employee Stock Option
Plan (Incorporated by reference from Exhibit 28.1 to
AMCE's Form S-8 and Form S-3 (File No. 2-97522) filed
July 3, 1984).
10.3 (b) AMC Entertainment Inc. 1994 Stock Option and
Incentive Plan, as amended (Incorporated by reference
from Exhibit 10.5 to AMCE's Form 10-Q (File No. 1-
8747) for the quarter ended December 31, 1998).
10.3 (c) Form of Non-Qualified (NON-ISO) Stock Option
Agreement (Incorporated by reference from Exhibit
10.2 to AMCE's Form 10-Q (File No. 0-12429) for the
quarter ended December 26, 1996).
10.3 (d) AMC Entertainment Inc. 1999 Stock Option and Incentive
Plan, as amended. (Incorporated by reference from
Exhibit 4.3 to the Company's Registration Statement on
Form S-8 (File No. 333-92615) filed December 13, 1999).
10.3 (e) AMC Entertainment Inc. 1999 Stock Option Plan for
Outside Directors (Incorporated by reference from
Exhibit 4.3 to the Company's Registration Statement
on Form S-8 (File No. 333-92617) filed December 13,
1999.
10.4 American Multi-Cinema, Inc. Savings Plan, a
defined contribution 401(k) plan, restated
January 1, 1989, as amended (Incorporated by
reference from Exhibit 10.6 to AMCE's Form S-1
(File No. 33-48586) filed June 12, 1992, as
amended).
10.5 (a) Defined Benefit Retirement Income Plan for Certain
Employees of American Multi-Cinema, Inc. dated
January 1, 1989, as amended (Incorporated by
reference from Exhibit 10.7 to AMCE's Form S-1 (File
No. 33-48586) filed June 12, 1992, as amended).
10.5(b) AMC Supplemental Executive Retirement Plan dated
January 1,1994 (Incorporated by reference from
Exhibit 10.7(b) to AMCE's Form 10-K (File No.
0-12429) for the fiscal year ended March 30, 1995).
10.6 Employment Agreement between American
Multi-Cinema, Inc. and Philip M. Singleton
(Incorporated by reference from Exhibit 10.2 to the
Company's Form 10-Q (File No. 1-8747) for the quarter
ended December 31, 1998).
10.7 Employment Agreement between American
Multi-Cinema, Inc. and Peter C. Brown (Incorporated
by reference from Exhibit 10.2 to the Company's Form
10-Q (File No.1-8747) for the quarter ended December
31, 1998).
10.8 Disability Compensation Provisions respecting Stanley
H. Durwood (Incorporated by reference from Exhibit
10.12 to AMCE's Form S-1 (File No. 33-48586) filed
June 12, 1992, as amended).
10.9 Executive Medical Expense Reimbursement and
Supplemental Accidental Death or Dismemberment
Insurance Plan, as restated effective as of
February 1, 1991 (Incorporated by reference from
Exhibit 10.13 to AMCE's Form S-1 (File No. 33-48586)
filed June 12, 1992, as amended).
10.10 Division Operations Incentive Program (Incorporated
by reference from Exhibit 10.15 to AMCE's Form S-1
(File No. 33-48586) filed June 12, 1992, as amended).
10.11 Summary of American Multi-Cinema, Inc. Executive
Incentive Program (Incorporated by reference from
Exhibit 10.36 to AMCE's Registration Statement on
Form S-2 (File No. 33-51693) filed December 23,
1993).
10.12 AMC Non-Qualified Deferred Compensation Plans
(Incorporated by reference from Exhibit 10.37 to
Amendment No. 2 to AMCE's Registration Statement on
Form S-2 (File No. 33-51693) filed February 18,
1994).
10.13 Real Estate Contract dated November 1, 1995 among
Richard M. Fay, Mary B. Fay and American
Multi-Cinema, Inc. (Incorporated by reference from
Exhibit 10.33 to AMCE's Form 10-K (File No. 0-12429)
for the fiscal year ended March 28, 1996).
10.14 American Multi-Cinema, Inc. Retirement Enhancement
Plan (Incorporated by reference from Exhibit 10.26
to AMCE's Registration Statement on Form S-4 (File
No. 333-25755) filed April 24, 1997).
10.15 Employment Agreement between American
Multi-Cinema, Inc. and Richard M. Fay (Incorporated
by reference from Exhibit 10.3 to AMCE's Form 10-Q
(File No. 1-8747) for the quarter ended December 31,
1998).
10.16 American Multi-Cinema, Inc. Executive Savings Plan
(Incorporated by reference from Exhibit 10.28 to
AMCE's Registration Statement on Form S-4 (File No. 333-
25755) filed April 24, 1997).
10.17 Limited Partnership Agreement of Planet Movies
Company, L.P. dated October 17, 1997. (Incorporated
by reference from Exhibit 10.25 to the Company's Form
10-K (file No. 1-8747) for the fiscal year ended
April 2, 1998).
10.18 Agreement of Sale and Purchase dated November 21,
1997 among American Multi-Cinema, Inc. and AMC
Realty, Inc., as Seller, and Entertainment Properties
Trust, as Purchaser (Incorporated by reference from
Exhibit 10.1 of the Company's Current Report on Form
8-K (File No. 1-8747) filed December 9, 1997).
10.19 Option Agreement dated November 21, 1997 among
American Multi-Cinema, Inc. and AMC Realty, Inc., as
Seller, and Entertainment Properties Trust, as
Purchaser (Incorporated by reference from Exhibit
10.2 of the Company's Current Report on Form 8-K
(File No. 1-8747) filed December 9, 1997).
10.20 Right to Purchase Agreement dated November 21,
1997, between AMC Entertainment Inc., as Grantor,
and Entertainment Properties Trust as Offeree
(Incorporated by reference from Exhibit 10.3 of the
Company's Current Report on Form 8-K (File No. 1-
8747) filed December 9, 1997.)
10.21 Lease dated November 21, 1997 between Entertainment
Properties Trust, as Landlord, and American Multi-
Cinema, Inc., as Tenant (Incorporated by reference
from Exhibit 10.4 of the Company's Current Report on
Form 8-K (File No. 1-8747) filed December 9, 1997).
(Similar leases have been entered into with respect
to the following theatres: Mission Valley 20,
Promenade 16, Ontario Mills 30, Lennox 24, West Olive
16, Studio 30, Huebner Oaks 24, First Colony 24, Oak
View 24, Leawood Town Center 20, South Barrington 30,
Gulf Pointe 30, Cantera 30, Mesquite 30, Hampton Town
Center 24 and Palm Promenade 24.
10.22 Guaranty of Lease dated November 21, 1997 between AMC
Entertainment, Inc., as Guarantor, and Entertainment
Properties Trust, as Owner (Incorporated by reference
from Exhibit 10.5 of the Company's Current Report on
Form 8-K (File No. 1-8747) filed December 9, 1997,
(Similar guaranties have been entered into with
respect to the following theatres: Mission Valley 20,
Promenade 16, Ontario Mills 30, Lennox 24, West Olive
16, Studio 30, Huebner Oaks 24, First Colony 24, Oak
View 24, Leawood Town Center 20, South Barrington 30,
Gulf Pointe 30, Cantera 30, Mesquite 30, Hampton Town
Center 24 and Palm Promenade 24.
10.23 Promissory Note dated August 11, 1998, made by Peter
C. Brown, payable to AMC Entertainment Inc.
(Incorporated by reference from Exhibit 10.1 to the
Company's Form 10-Q (File No. 1-8747) for the quarter
ended October 1, 1998).
10.24 Promissory Note dated September 4, 1998, made by
Philip M. Singleton, payable to AMC Entertainment
Inc. (Incorporated by reference from Exhibit 10.2 to
the Company's Form 10-Q (File No. 1-8747) for the
quarter ended October 1, 1998).
10.25 Employment agreement between AMC Entertainment Inc.,
American Multi-Cinema, Inc. and Richard T. Walsh
dated October 1, 1999. (Incorporated by reference
from Exhibit 10.37 to the Company's Form 10-K (File
No. 1-8747) for the year ended March 30, 2000).
10.26 Form of Non-Qualified (Non-ISO) Stock Option
Agreement used in November 13, 1998 option grants to
Mr. Stanley H. Durwood, Mr. Peter C. Brown and Mr.
Philip M. Singleton (Incorporated by reference from
Exhibit 10.6 to the Company's Form 10-Q (File No. 1-
8747) for the quarter ended December 31, 1998).
10.27 Retainer agreement with Raymond F. Beagle, Jr.
(Incorporated by reference from the Company's Form
10-Q (File No. 1-8747) for the quarter ended
September 30, 1999.
10.28 Non-Qualified (Non-ISO) Stock Option Agreement used
in June 18, 1999 option grants to Mr. Richard M. Fay
and Mr. Richard T. Walsh. (Incorporated by reference
from exhibit 10.1 to the Company's Form 10-Q (File
No. 1-8747) for the quarter ended July 1, 1999.
10.29 Employment agreement between AMC Entertainment Inc.,
American Multi-Cinema, Inc. and John D. McDonald
dated February 1, 1999. (Incorporated by reference
from Exhibit 10.37 to the Company's Form 10-K (File
No. 1-8747) for the year ended March 30, 2000).
10.30 Form of Option Agreement under 1999 Stock Option Plan
for Outside Directors used in December 3, 1999 option
grants to Mr. Chares J. Egan, Jr., Mr. W. Thomas
Grant, II, Mr. Charles S. Paul and Mr. Paul E.
Vardeman. (Incorporated by reference from Exhibit
10.37 to the Company's Form 10-K (File No. 1-8747)
for the year ended March 30, 2000).
10.31 Non-Qualified (Non-ISO) Stock Option Agreement used
in June 18, 1999 option grant to Mr. John D.
McDonald. (Incorporated by reference from Exhibit
10.37 to the Company's Form 10-K (File No. 1-8747)
for the year ended March 30, 2000).
*10.32 Form of Non-Qualified (Non-ISO) Stock Option
Agreement used in April 17, 2001 grants to Mr. Peter
C. Brown, Mr. Philip M. Singleton, Mr. Richard M.
Fay, Mr. Richard T. Walsh and Mr. John D. McDonald.
*10.33 Form of Restricted Stock Award Agreement used in
April 17, 2001 awards to Mr. Peter C. Brown, Mr.
Philip M. Singleton, Mr. Richard M. Fay, Mr. Richard
T. Walsh and Mr. John D. McDonald.
*21. Subsidiaries of AMC Entertainment Inc.
*23. Consent of PricewaterhouseCoopers LLP to the use of
their report of independent accountants included in
Part II, Item 8. of this annual report.
_______
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* Filed herewith