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EX-10.4 - EX-10.4 - Marquee Holdings Inc.a2199386zex-10_4.htm
EX-10.3 - EX-10.3 - Marquee Holdings Inc.a2199386zex-10_3.htm
EX-99.3 - EX-99.3 - Marquee Holdings Inc.a2199386zex-99_3.htm
EX-99.2 - EX-99.2 - Marquee Holdings Inc.a2199386zex-99_2.htm

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Exhibit 99.1

        

INDEPENDENT AUDITORS' REPORT

To the Member and Board of Directors of
Kerasotes Showplace Theatres, LLC
Chicago, Illinois

        We have audited the accompanying statements of assets and liabilities of the Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. (the "Theatres") as of December 31, 2009, and 2008, and the related statements of income and cash flows for the years ended December 31, 2009, 2008 and 2007. These financial statements are the responsibility of the Theatres' management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Theatres' internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended December 31, 2009, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the financial statements, these financial statements pertain to the Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. by Kerasotes Showplace Theatres, LLC (the "Parent"). The accompanying financial statements have been prepared from the records maintained by the Parent and may not necessarily be indicative of the conditions that would have existed or the results of the operations if the Theatres had been operated as an unaffiliated company. Portions of certain assets, liabilities, income and expenses represent allocations made from the Parent to the Theatres that are applicable to the Parent as a whole.

/s/ Deloitte & Touche LLP

Chicago, Illinois
July 13, 2010

1



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

STATEMENTS OF ASSETS AND LIABILITIES

As of December 31, 2009 and 2008

 
  2009   2008  

Assets

             

Current Assets:

             
 

Due from Parent

  $ 30,233,158   $ 67,321,610  
 

Accounts receivable

    4,227,816     5,167,257  
 

Inventories

    1,550,867     1,533,362  
 

Other current assets

    5,737,930     4,609,948  
           
   

Total current assets

    41,749,771     78,632,177  
           

Property and Equipment:

             
 

Land

    11,471,194     11,471,193  
 

Land improvements

    17,632,816     17,577,549  
 

Buildings and improvements

    85,905,548     85,899,287  
 

Leasehold improvements

    21,903,276     21,593,529  
 

Equipment

    170,476,408     166,604,851  
 

Construction in progress

    76,113     49,364  
           
   

Total property and equipment

    307,465,355     303,195,773  
           

Less accumulated depreciation

    (170,779,219 )   (151,025,656 )
           
   

Property and equipment—net

    136,686,136     152,170,117  
           

Other Assets:

             
 

Goodwill

    24,153,064     24,153,064  
 

Intangible assets—net

    25,963,411     27,408,299  
 

Other assets

    687,762     700,115  
           
   

Total other assets

    50,804,237     52,261,478  
           

Total

  $ 229,240,144   $ 283,063,772  
           

Liabilities and Net Assets

             

Current Liabilities:

             
 

Accounts payable

  $ 4,356,479   $ 8,244,810  
 

Accrued payroll and payroll taxes

    4,851,429     1,926,996  
 

Accrued property taxes

    10,938,383     12,204,983  
 

Other accrued expenses

    13,879,500     12,430,529  
 

Other accrued taxes

    1,221,388     831,361  
 

Deferred revenue and other liabilities

    6,060,329     5,632,324  
 

Current portion of developer reimbursements

    262,588     56,221  
 

Current portion of long-term debt to Parent

    665,613     40,665,612  
 

Current portion of deferred gain

    7,347,616     7,347,616  
           
   

Total current liabilities

    49,583,325     89,340,452  

Long-Term Liabilities:

             
 

Developer reimbursements

    16,784,275     14,793,366  
 

Long-term debt to Parent

    24,849,121     54,538,009  
 

Deferred gain from sale-leaseback transactions

    113,048,858     120,396,474  
 

Deferred rent and other long-term liabilities

    7,364,737     9,891,240  
           
 

Total liabilities

    211,630,316     288,959,541  

Commitments and Contingencies

         

Net Assets

    17,609,828     (5,895,769 )
           

Total

  $ 229,240,144   $ 283,063,772  
           

See Notes to Financial Statements.

2



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

STATEMENTS OF INCOME

For the Years Ended December 31, 2009, 2008 and 2007

 
  2009   2008   2007  

Revenues:

                   
 

Box office revenue

  $ 211,489,296   $ 188,536,649   $ 167,070,271  
 

Concession revenue

    97,914,429     90,516,423     82,910,994  
 

Other operating revenue

    16,560,734     9,664,611     9,101,016  
               
   

Total revenues

    325,964,459     288,717,683     259,082,281  
               

Operating Revenues:

                   
 

Film expense and advertising costs

    117,493,029     105,299,786     93,013,579  
 

Cost of concession sales

    11,911,423     10,528,086     9,046,089  
 

General and administrative expenses

    17,011,193     16,671,037     14,904,875  
 

Theatre occupancy costs

    65,318,610     65,629,446     49,988,848  
 

Depreciation and amortization

    21,893,823     23,947,330     24,110,749  
 

Other operating expenses

    68,827,081     62,971,984     54,287,656  
 

Amortization of deferred gain

    (7,347,616 )   (7,268,376 )   (5,543,587 )
               
   

Total operating expenses

    295,107,543     277,779,293     239,808,209  
               

Income from operations

   
30,856,916
   
10,938,390
   
19,274,072
 
               

Other Expenses

                   
 

Interest expense to Parent

    (4,150,202 )   (5,215,322 )   (11,133,088 )
 

Other income and expenses—net

    (3,291,037 )   (279,297 )   (4,005,048 )
               
   

Total other expenses

    (7,441,239 )   (5,494,619 )   (15,138,136 )
               

Net Income

  $ 23,415,677   $ 5,443,771   $ 4,135,936  
               

See Notes to Financial Statements.

3



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2009, 2008, and 2007

 
  2009   2008   2007  

Cash flows from operating activities:

                   
 

Net income

  $ 23,415,677   $ 5,443,771   $ 4,135,936  
 

Adjustments to reconcile net income to net cash flows from operating activities:

                   
   

Depreciation and amortization

    21,893,823     23,947,330     24,110,749  
   

Amortization of debt issuance costs and other noncash interest expense

    1,270,351     656,131     922,721  
   

Loss on disposal of property

    46,874     519,715     3,902,837  
   

Amortization of deferred gain

    (7,347,616 )   (7,268,376 )   (5,543,587 )
   

Loss from equity investment in Kerasotes Colorado Cinema, LLC

            228,795  
   

Changes in:

                   
     

Accounts receivable

    (285,560 )   (1,836,196 )   (212,753 )
     

Inventories

    (17,505 )   (57,658 )   (36,189 )
     

Other assets

    44,184     (484,661 )   (2,543,722 )
     

Accounts payable

    (2,691,554 )   (438,787 )   3,413,292  
     

Other current liabilities

    5,253,179     367,259     3,663,650  
     

Deferred rent and other long-term liabilities

    (337,764 )   1,404,736     2,773,609  
               
       

Net cash flows from operating activities

    41,244,089     22,253,264     34,815,338  
               

Cash flows from investing activities:

                   
 

Capital expenditures

    (7,515,670 )   (5,778,911 )   (26,915,634 )
 

Construction costs reimbursable by developers

        (14,750,000 )    
 

Cash paid for capitalized interest

        (336,858 )   (184,912 )
 

Proceeds from sale of property

    68,638     98,383,985     100,083,847  
 

Purchase of Kerasotes Colorado Cinemas—net of cash acquired

        817,305     (52,622,350 )
 

Acquisition of theatres

        (75,517,400 )   (12,652,954 )
               
       

Net cash flows from investing activities

    (7,447,032 )   2,818,121     7,707,997  
               

Cash flows from financing activities:

                   
 

Proceeds from borrowings from Parent

        30,454,014     82,697,526  
 

Principal payments on borrowings from Parent

    (69,688,884 )   (31,700,000 )   (103,437,522 )
 

Due from Parent

    37,088,452     (37,325,532 )   (20,567,887 )
 

Principal payments on developer reimbursement financing obligations

    (244,492 )   (24,867 )    
 

Payment of debt issuance costs

    (2,177,133 )         (1,215,452 )
 

Proceeds from developer reimbursements for construction costs

    1,225,000     13,525,000      
               
       

Net cash flows from financing activities

    (33,797,057 )   (25,071,385 )   (42,523,335 )
               

Net change in cash

             

Cash—beginning of year

             
               

Cash—end of year

  $   $   $  
               

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION—Cash paid during the year for:

                   
 

Interest—net of amount capitalized

  $ 2,972,064   $ 4,383,172   $ 10,539,433  
               
 

Replacement tax

  $ 3,444   $ 14,404   $  
               

SUPPLEMENTAL DISCLOSURES OF NONCASH OPERATING, INVESTING, AND FINANCING ACTIVITIES:

                   
 

Sale-leaseback deferred gain (amortization over 20 years)

  $   $ 19,017,834   $ 25,594,136  
               
 

Amounts reflected in accounts payable and fixed assets at year-end

  $ 190,204   $ 1,386,981   $  
               
 

Amounts reflected in accrued expenses and fixed assets at year-end

  $ 1,032   $ 1,329,377   $ 144,246  
               

See Notes to Financial Statements.

4



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

1. THE THEATRES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The principal business of the Kerasotes Showplace Theatres Sold to AMC Entertainment Inc (such theatres are hereafter referred to as the "Theatres") is the operation of motion picture theatres. Box office admission and concession sales are the Theatres' primary sources of revenue.

        The Theatres' operations are primarily located throughout the Midwest in the states of Illinois, Indiana, Iowa, Missouri, Minnesota, and Ohio. Over the years, the Theatres have grown through the construction and acquisition of theatres, most recently in the states of Colorado, Wisconsin, and California.

        The Theatres are not a separate legal entity, and were operated by Kerasotes Showplace Theatres, LLC (the "Parent") during the periods presented. On December 9, 2009, the Parent agreed to sell these theatre assets comprising a substantial majority of the Parent's theatres and transfer related liabilities to AMC Entertainment Inc. ("AMC") (the "Sale"); this sale was closed on May 24, 2010. Further discussion of the Sale is included in Note 2.

        Management's Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

        Preopening Expenses—Costs incurred prior to opening of a new theatre are expensed as incurred. These costs include advertising and other start-up costs incurred prior to the operation of new theatres and are reported in their respective lines in the statements of income.

        Accounts Receivable—An allowance for doubtful accounts is provided only if specific accounts are considered uncollectible. If items become uncollectible, they will be charged to operations when that determination is made. Management determined no allowance was required as of December 31, 2009 or 2008.

        Inventories—Inventories consist primarily of concession items and are carried at the lower of cost, determined by the first-in, first-out method, or market.

        Property and Equipment—Property and equipment, consisting of buildings, land and leasehold improvements, and equipment, are carried at cost, less accumulated depreciation computed using both straight-line and accelerated methods. Land improvements are depreciated over an estimated useful life of 15 years. Buildings and improvements are depreciated over an estimated useful life of 39 years. Leasehold improvements are depreciated over the shorter of the lease term or economic life of the asset. Equipment is depreciated over an estimated useful life of five to seven years. Interest capitalized on Theatre-managed construction projects totaled $0 and $336,858 for the years ended December 31, 2009 and 2008.

        Leases—A significant portion of the Theatres' operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 15 to 20 years, with certain leases containing options to extend for up to an additional 20 years. The Theatres do not believe that exercise

5



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

1. THE THEATRES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


of the renewal options in its leases is reasonably assured at the inception of the lease agreements and therefore considers the initial base term the lease term. The leases provide for fixed and escalating rentals, contingent escalating rentals based on the consumer price index with a contractual floor and ceiling, and contingent rentals, including those that are based on revenues with a guaranteed minimum. As of December 31, 2009, all leases qualified as operating leases.

        The Theatres record rent expense for their operating leases on a straight-line basis over the base term of the lease agreements, commencing with the date the Theatres have control and access to leased premises.

        Occasionally, the Theatres are responsible for the construction of theatres subject to operating leases and receive reimbursement from the property developer for construction costs incurred. The Theatres evaluate these leases to determine who the accounting owner is during the construction period. For leases where the Theatres are determined to be the accounting owner during construction, they account for receipt of developer reimbursements under prevailing sale-leaseback accounting guidance. The Theatres have constructed four theatres subject to the circumstances described for which they have determined certain terms of the leases to be prohibited forms of continuing involvement. As a result, the Theatres have recorded developer reimbursement financing obligations of $17,046,863 and $14,849,587 in their statements of assets and liabilities as of December 31, 2009 and 2008, respectively, for operating leases related to these projects. The current portion of developer reimbursement financing obligations was $262,588 and $56,221, respectively, as of December 31, 2009 and 2008.

        Business Combinations—The Theatres account for their acquisitions of theatres using the purchase method. The purchase method requires that the Theatres estimate the fair value of the individual assets and liabilities acquired. The allocation of purchase price is based on management's judgment, including valuation assessments.

        Goodwill—The Theatres evaluate their goodwill for impairment annually during the fourth quarter, or more frequently, if events or changes in circumstances indicate that an asset might be impaired. The evaluation is performed using a two-step process. In the first step, the fair value of a reporting unit is compared with its carrying amount, including goodwill. If the estimated fair value of a reporting unit is less than its carrying amount, then a second step must be completed in order to determine the amount of the goodwill impairment that should be recorded. In the second step, the implied fair value of a reporting unit's goodwill is determined by allocating the reporting unit's fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets) in a manner similar to a business combination. The resulting implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference if the implied goodwill is less than the carrying amount.

        The assumptions used in the estimate of fair value are generally consistent with the past performance of a reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. The Theatres recorded no goodwill impairment during the years ended December 31, 2009, 2008, or 2007.

6



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

1. THE THEATRES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The changes in the carrying amount of goodwill during the fiscal years ended December 31, 2009 and 2008 are as follows:

Balance—January 1, 2008

  $ 12,810,797  
 

Purchase price adjustment—KCC acquisition

    (817,305 )
 

Finalization of purchase accounting

    2,335,779  
 

Star acquisition

    9,823,793  
       

Balance—December 31, 2008

    24,153,064  
       

Balance—December 31, 2009

  $ 24,153,064  
       

        Intangible Assets—As of December 31, 2009, definite-lived intangible assets were $25,963,411, net of accumulated amortization of $4,186,285. As of December 31, 2008, definite-lived intangible assets were $27,408,299, net of accumulated amortization of $2,741,397. These intangible assets consisted primarily of the intangible value associated with the operating leases that were acquired in the acquisitions discussed in Note 5. Amortization expense was $1,444,888, $1,902,252, and $839,145 for fiscal years 2009, 2008, and 2007, respectively, and is recorded in depreciation and amortization expense in the statements of income.

        Amortization expense is expected to be as follows:

Years Ending December 31
  Amount  

2010

  $ 1,514,507  

2011

    1,514,507  

2012

    1,514,507  

2013

    1,514,507  

2014

    1,514,507  

Thereafter

    18,390,876  
       

Total

  $ 25,963,411  
       

        Other Assets—As of December 31, 2009, debt issuance costs were $1,858,065, net of accumulated amortization of $1,393,590. As of December 31, 2008, other assets include debt issuance costs $698,253, net of accumulated amortization of $644,899. Costs resulting from the issuance of debt are capitalized and amortized over the term of the related debt agreement. Amortization expense of $1,017,322, $531,677, and $922,721 for fiscal years 2009, 2008, and 2007, respectively, is recorded in interest expense in the statements of income.

        Long-Lived Assets—The Theatres review the carrying value of their long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the estimated future cash inflows attributable to the assets, less estimated future cash outflows, are less than the carrying amount, an impairment loss would be recognized. No impairment loss was recognized during the years ended December 31, 2009, 2008, and 2007.

7



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

1. THE THEATRES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Revenue Recognition—Revenues include box office receipts, sales of concessions merchandise, advertising revenues, and other miscellaneous revenues, primarily fees for theatre rentals. The Theatres recognize box office and concession revenues at the point of sale and other revenues when earned.

        The Theatres sell gift certificates and gift cards both in the theatres and online. These receipts are excluded from revenues until the date the gift certificates and gift cards are redeemed. The Theatres recognize gift certificate breakage when its future performance obligation is determined to be remote. Gift certificate breakage was $777,298, $355,118, and $2,817,092, respectively, for the years ended December 31, 2009, 2008, and 2007. Gift certificate breakage is recorded as a component of other operating revenue in the statements of income.

        Operating Expenses—Film rental costs are recorded as revenue is earned based upon the terms of the respective film license arrangements. Advertising costs are expensed as incurred. Other operating expenses are principally comprised of payroll and benefits costs, utilities, maintenance, repairs, and other general operating expenses. The balance of operating expenses incurred by the corporate function is classified as general and administrative expenses. Theatre occupancy costs include rent, property taxes, and other occupancy costs.

        Vendor Allowances—The Theatres receive volume-based purchase rebates from vendors. These rebates are recorded as a reduction of inventories upon receipt and recognized as a reduction of the cost of concession sales when merchandise is sold.

        Comprehensive Income—Comprehensive income equals net income for all periods presented.

2. THE SALE

        As mentioned in Note 1, on December 9, 2009, the Parent agreed to sell certain theatre assets comprising a substantial majority of the Parent's theatres and transfer related liabilities to AMC; this sale closed on May 24, 2010. These theatres were sold for $275,000,000 in cash, subject to certain working capital and other purchase price adjustments finalized on the closing date.

        The financial statements pertain to these theatres sold to AMC by the Parent. The financial statements have been prepared from the records maintained by the Parent and may not necessarily be indicative of the conditions that would have existed or the results of the operations if these theatres had been operated as an unaffiliated company. The majority of the assets, liabilities, income and expenses presented in these financial statements are specifically-identifiable to the theatres sold by the Parent to AMC. Portions of certain assets, liabilities, income and expenses represent allocations made from the Parent to these theatres that are applicable to the Parent as a whole where specific-identification of these balances to each theatre is not practicable. These allocations primarily relate to certain receivables, payables, accrued expenses, debt and operating expenses generated or incurred at the Parent and not directly related to an individual theatre; these allocations have been made based on the proportion of the number of theatre screens within the theatres sold to AMC as a percentage of the total number of theatre screens owned by the Parent prior to the Sale. In the opinion of management, these allocations are reasonable for the purposes of presenting the financial statements of the Theatres.

8



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

3. NEW ACCOUNTING PRONOUNCEMENTS

        In June 2009, the Financial Accounting Standards Board (FASB) issued ASC 105, Generally Accepted Accounting Principles, as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernment entities. Generally, ASC 105 is not expected to change accounting principles generally accepted in the United States of America. The Theatres adopted ASC 105 for the year ended December 31, 2009, and any references to authoritative accounting literatures in the financial statements are referenced in accordance with the ASC, unless the literature has not been codified.

        In December 2007, the FASB revised ASC 805 (formerly FASB Statement No. 141(R), Business Combinations). ASC 805 is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. The provisions of ASC 805 are applied prospectively from the date of adoption, except for adjustments to a previously acquired entity's deferred tax assets and uncertain tax position balances occurring outside the measurement period, which are recorded as a component of income tax expense in the period of adjustment, rather than goodwill. The Theatres adopted ASC 805 on January 1, 2009. The adoption of ASC 805 did not have a material impact the Theatres' financial position, results of operations, or cash flows.

4. INVESTMENT IN KCC

        On January 15, 2004, the Parent made a $4,740,145 minority investment in a new company, KCC. The Parent made this investment in conjunction with Providence Growth Entrepreneurs Fund, L.P.; Providence Growth Investors, L.P.; and the management team of KCC. Prior to the March 2, 2007 acquisition of the controlling interest in KCC (as discussed in Note 5), the Theatres owned 23.685% of KCC and did not have managerial control. Accordingly, this investment had been accounted for under the equity method and the financial statements included the Theatres' share of the results of operations from January 15, 2004 through March 1, 2007. For the period from January 1, 2007 to March 1, 2007, KCC had operating revenues of $6,185,285, operating loss of $(201,044), and a net loss of $(840,998).

5. ACQUISITIONS

        On January 31, 2008, the Parent acquired the assets, property, and operations of six theatres located in Iowa and Wisconsin from AGT Enterprises, Inc., and Star-Iowa, LLC (the "Star acquisition") for $75,517,400. The Star acquisition added 81 screens to the Theatres' circuit. The purpose of the transaction was to increase the scale of the Theatres, diversify and expand the Theatres' customer base, and strengthen the Theatres' competitive position in the industry. In conjunction with this transaction, the Theatres consummated two separate sale-leaseback transactions. The proceeds of the sale-leaseback transactions were used to finance the Star acquisition, pay down debt, and pay taxes and fees associated with the deal. The results of theatre operations are included in the financial statements from the date of acquisition.

        On March 2, 2007, the Parent acquired the remaining 76.315% interest they did not previously own in their investment in KCC for a purchase price of $52,754,184, net of cash acquired ($424,773). The purchase price was subject to the terms of an escrow arrangement that was finalized in 2008 with a payment of $817,305 to the Parent, which reduced the total purchase price for the acquisition to

9



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

5. ACQUISITIONS (Continued)


$51,936,879. This acquisition added 11 theatres and 125 screens to the overall circuit and gave the Theatres a presence in the state of Colorado. The acquisition was financed with cash on hand and additional debt. The results of theatre operations are included in the financial statements from the date of acquisition.

        On March 2, 2007, the Parent also acquired the assets, properties, and operations of two existing theatres near Chicago, Illinois for a purchase price of $12,652,954. The acquisition of these theatres added 28 screens to the overall circuit and enhanced the Theatres' presence in the Chicago area market. The acquisition was financed with cash on hand and additional debt. The results of theatre operations are included in the financial statements from the date of acquisition.

        The Theatres have allocated the purchase price to the theatre assets acquired at estimated fair values. The excess of fair value of the net assets acquired compared to the amount paid as of the acquisition date has been reflected as goodwill. The Theatres completed the purchase price allocations for the 2007 acquisitions during 2008, reflecting finalization of consideration paid in the KCC acquisition (pursuant to the terms of the escrow arrangement in the transaction) and the finalization of other allocations for both transactions based on all available evidence subsequent to the transaction. The purchase price allocation was completed for the Star acquisition during 2008. The following table summarizes the estimated fair values of the assets acquired at the dates of acquisition:

 
  2008
Acquisition of
Star Cinemas
  2007
Acquisition of
76.315%
Interest in
KCC
  2007
Acquisition of
Chicago-Area
Theatres
 

Cash purchase price—net of cash acquired

  $ 73,821,240   $ 21,852,097   $ 12,582,000  

Debt assumed and repaid

        29,278,933      

Transaction fees

    1,696,160     805,849     70,954  
               

Total cash paid

  $ 75,517,400   $ 51,936,879   $ 12,652,954  
               

Allocation of purchase price:

                   
 

Other current assets

  $ 69,335   $ 602,202   $  
 

Property and equipment

    66,227,891     36,496,153     906,388  
 

Goodwill

    9,823,793     2,760,152     115,000  
 

Intangible assets

        18,019,179     11,746,566  
               
   

Total assets acquired

    76,121,019     57,877,686     12,767,954  
               

Current liabilities

    (318,165 )   (2,179,139 )    

Deferred revenue

    (285,454 )   (357,190 )   (115,000 )

Other long-term liabilities

        (3,404,478 )    
               
   

Total liabilities assumed

    (603,619 )   (5,940,807 )   (115,000 )
               

Net assets acquired

  $ 75,517,400   $ 51,936,879   $ 12,652,954  
               

10



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

5. ACQUISITIONS (Continued)

        As a result of the 2007 acquisition of 76.315% interest in KCC included above, the previously owned 23.685% interest in KCC was consolidated into the Theatres' financial statements on a historical-cost basis. The amounts consolidated were as follows: cash of $131,834; other current assets of $175,056; property and equipment, net of $12,336,370; goodwill of $1,596,089; other assets of $161,670; current liabilities of $841,524; long-term debt of $8,870,033; and other long-term liabilities of $486,364.

6. DEBT AND DEVELOPER REIMBURSEMENT FINANCING OBLIGATIONS

        These financial statements include an allocation of the amounts outstanding on the Parent's bank debt, and also the related debt issuance costs. The Parent's outstanding debt facilities consisted of a revolving line of credit ("Revolver") and Term B notes. These outstanding Parent debt balances were secured by substantially all of the Parent's assets, which included the assets of the Theatres. The Parent's bank debt was repaid in full as of the closing date of the Sale.

        Allocated debt and developer reimbursement financing obligations at December 31, 2009 and 2008 consisted of the following:

 
  2009   2008  

Debt to Parent

  $ 25,514,734   $ 95,203,621  

Developer reimbursement financing obligations

    17,046,863     14,849,587  
           
 

Total debt to Parent and developer reimbursement financing obligations

    42,561,597     110,053,208  

Less current portion

    (928,201 )   (40,721,833 )
           

Long-term debt to Parent and developer reimbursement financing obligations

  $ 41,633,396   $ 69,331,375  
           

        The contractual terms of the Parent's Term B debt required quarterly installments of $166,403 from December 31, 2009, until December 31, 2010. Three quarterly installments of $15,974,687 were required from March 31, 2011, with the final payment due October 28, 2011. Draws and repayment on the revolving line are at the discretion of the Parent, and the Parent uses distributions from the Theatres to fund any debt repayments. At December 31, 2009 and 2008, the aggregate available borrowing capacity on this facility was $50,000,000 and $27,300,000, respectively.

        Interest on the Parent's Term B and Revolver debt was at variable rates based on the prime rate or the Eurodollar rate, adjusted for the Parent's consolidated economic performance, as specified in the agreement. During the year ended December 31, 2009, interest rates ranged from 4.81% to 5.56%. During the year ended December 31, 2008, interest rates ranged from 2.5% to 7.75%.

        The carrying value of the Parent's long-term debt approximated its fair value as of December 31, 2009, since the Parent's long-term debt has interest rates that fluctuate based on published market rates. The fair value of the Parent's long-term debt was $104,947,507 as of December 31, 2008. The fair value of the Parent's long-term debt as of December 31, 2008, was determined as the net present value

11



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

6. DEBT AND DEVELOPER REIMBURSEMENT FINANCING OBLIGATIONS (Continued)


of the future cash flows at the prevailing balance sheet rate, discounted at the renegotiated market rate received in the amendment to the Parent's credit facility.

7. LEASE COMMITMENTS

        The Theatres conduct their operations in facilities and using equipment leased under noncancelable operating leases expiring at various dates through 2029. At the end of the lease terms, most of the leases are renewable at the fair rental value for periods of 5 to 20 years. The rental payments for some facilities are based on a minimum annual rent plus a percentage of receipts in excess of a specified amount. Refer to Note 1 for discussion of the Theatres' financing leases.

        Rental expense for noncancelable operating leases for the years ended December 31, 2009, 2008, and 2007, consists of the following:

 
  2009   2008   2007  

Minimum

  $ 49,086,692   $ 47,818,774   $ 32,967,017  

Contingent

    488,768     230,623     273,282  
               

Total

  $ 49,575,460   $ 48,049,397   $ 33,240,299  
               

        The minimum rental commitments related to noncancelable operating leases and developer reimbursement financing leases at December 31, 2009, are as follows:

 
  Minimum Lease Payments  
Year Ending December 31
  Financing   Operating  

2010

  $ 1,085,953   $ 49,607,208  

2011

    1,085,953     49,530,348  

2012

    1,085,953     49,109,526  

2013

    1,099,956     49,358,392  

2014

    1,169,968     49,250,480  

Thereafter

    27,749,433     499,068,004  
           
 

Total

    33,277,216   $ 745,923,958  
             

Less interest

   
(16,230,353

)
     
             
 

Developer reimbursement financing obligations

 
$

17,046,863
       
             

Less current portion of developer reimbursement financing obligations

   
(262,588

)
     
             

Long-term developer reimbursement financing obligations

 
$

16,784,275
       
             

12



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

8. INCOME TAXES

        The Parent is a limited liability company, and is not subject to the payment of federal or state income taxes, as the components of its income and expenses flow directly to the Parent's members. Accordingly, the Parent is not liable for any federal or state income tax, except for minor taxes imposed by some of the states in which the Parent does business. These financial statements include an allocation of these taxes incurred and paid by the Parent on behalf of the Theatres. These taxes were $(3,882), $14,404, and $0 for the years ended December 31, 2009, 2008, and 2007, respectively.

9. RETIREMENT PLAN

        The Theatres have contributed to the Parent's 401(k) profit-sharing plan for all managers, assistant managers, trainees, and administrative employees who have reached the age of 21. Employees may contribute up to 60% of their pay, not exceeding $16,500 ($22,000 for employees over age 50). Following one year of employment, the Theatres will match 100% of the first 3% of contribution and 50% on the next 2% of contribution. Matching contributions are immediately vested.

        The Theatres fund the matching contributions as they accrue. These contributions were $372,328, $394,353, and $371,970 for the years ended December 31, 2009, 2008, and 2007, respectively.

10. RELATED-PARTY TRANSACTIONS

        The Theatres are not a separate legal entity, and were operated by the Parent during the periods presented. As discussed in Note 2, the financial statements have been prepared from the records maintained by the Parent and may not necessarily be indicative of the conditions that would have existed or the results of the operations if these theatres had been operated as an unaffiliated company. Portions of certain assets, liabilities, income and expenses represent allocations made from the Parent to these theatres that are applicable to the Parent as a whole. The Parent maintains and manages the cash generated by the Theatres, including the transfer of cash deposits from Theatres' operations to the Parent's bank accounts; these funds are used to finance the operations and capital expenditures of the Theatres. The outstanding amounts owed by the Parent to the Theatres are presented as "Due from Parent" in the Statements of Assets and Liabilities.

        Total rental expense payable to related-parties of the Theatres amounted to $14,400 for the each of the years ended December 31, 2009, 2008, and 2007. Amounts payable to related-parties at December 31, 2009, 2008, and 2007, were $183,553, $169,153, and $154,753, respectively.

        Amounts paid to an advertising agency owned by a close relative of one of the Parent's shareholders were $82,632, $31,414, and $0 for 2009, 2008, and 2007, respectively.

11. SALE-LEASEBACK TRANSACTIONS

        On January 31, 2008, the Theatres entered into two separate sale-leaseback transactions, whereby the Theatres sold eight of their fee-owned theatres for a sale price of $97,560,246, net of closing costs of $430,317. The Theatres leased back the sold theatres subject to 20-year triple net operating leases (with renewal terms of either three five-year options or one 10-year option and one five-year option). The gain of $19,017,834 has been deferred and is being recognized ratably over the life of the leases.

13



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2009 and 2008, and

For the Years Ended December 31, 2009, 2008, and 2007

11. SALE-LEASEBACK TRANSACTIONS (Continued)


The proceeds from the transaction were used to pay down debt, with the remaining proceeds used to pay taxes and fees associated with the deal. The balance was retained to fund future capital expenditures.

        On September 19, 2007, the Theatres entered into a sale-leaseback transaction, whereby the Theatres sold 11 of their fee-owned theatres with a book value of $78,112,826 for $99,720,206, net of closing costs of $638,171 and leased back the same buildings for a period of 20 years with three five-year options for each of the sold properties. The resulting leases are classified as being accounted for as operating leases. The gain of $25,594,136 has been deferred and is being recognized ratably over the life of the leases. Losses of $3,986,755 were immediately recognized in earnings. The proceeds from the transaction were used to pay down debt, with the remaining proceeds used to pay an owner distribution, taxes, and fees associated with the deal. The balance was retained to fund future capital expenditures.

        On September 30, 2005, the Theatres entered into a sale-leaseback transaction, whereby the Theatres sold 17 of their fee-owned theatres with a book value of $94,759,887 for $200,000,000 and leased back the same buildings for a period of 20 years with three five-year options for each of the sold properties. The resulting leases are classified as operating leases. The gain of $102,340,355 has been deferred and is being recognized ratably over the life of the leases. The proceeds from the transaction were used to pay down debt, with the remaining proceeds used to pay an owner distribution, taxes, and fees associated with the deal. The balance was retained to fund future capital expenditures.

12. SUBSEQUENT EVENTS

        Management has evaluated subsequent events through July 13, 2010, which is the date the financial statements were issued.

******

14



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

UNAUDITED CONDENSED STATEMENTS OF ASSETS AND LIABILITIES

As of March 31, 2010 and December 31, 2009

 
  March 31, 2010   December 31, 2009  

Assets

             

Current Assets:

             
 

Due from Parent

  $ 26,684,867   $ 30,233,158  
 

Accounts receivable

    4,032,833     4,227,816  
 

Inventories

    1,603,051     1,550,867  
 

Other current assets

    7,486,135     5,737,930  
           
   

Total current assets

    39,806,886     41,749,771  
           
   

Property and equipment—net

    132,035,369     136,686,136  
           

Other Assets:

             
 

Goodwill

    24,153,064     24,153,064  
 

Intangible and other assets—net

    26,357,192     26,651,173  
           
   

Total other assets

    50,510,256     50,804,237  
           

Total

  $ 222,352,511   $ 229,240,144  
           

Liabilities and Net Assets

             

Current Liabilities:

             
 

Accounts payable

  $ 7,124,618   $ 4,356,479  
 

Accrued payroll and payroll taxes

    4,416,835     4,851,429  
 

Accrued property taxes

    11,897,572     10,938,383  
 

Other accrued expenses

    7,939,998     13,879,500  
 

Other accrued taxes

    891,541     1,221,388  
 

Deferred revenue and other liabilities

    4,847,632     6,060,329  
 

Current portion of developer reimbursements

    263,895     262,588  
 

Current portion of long-term debt to Parent

    665,613     665,613  
 

Current portion of deferred gain

    7,347,616     7,347,616  
           
   

Total current liabilities

    45,395,320     49,583,325  

Long-term Liabilities:

             
 

Developer reimbursements

    16,717,804     16,784,275  
 

Long-term debt to Parent

    19,942,171     24,849,121  
 

Deferred gain from sale-leaseback transactions

    111,211,954     113,048,858  
 

Deferred rent and other long-term liabilities

    7,338,795     7,364,737  
           
   

Total liabilities

    200,606,044     211,630,316  

Commitments and Contingencies

         

Net assets

    21,746,467     17,609,828  
           

Total

  $ 222,352,511   $ 229,240,144  
           

See Notes to Unaudited Condensed Financial Statements.

15



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

UNAUDITED CONDENSED STATEMENTS OF INCOME

For the Quarterly Periods Ended March 31, 2010 and 2009

 
  Three Months Ended  
 
  March 31, 2010   March 31, 2009  

Revenues:

             
 

Box office revenue

  $ 51,046,633   $ 50,074,621  
 

Concession revenue

    23,279,896     23,327,533  
 

Other operating revenue

    5,396,288     2,880,437  
           
   

Total revenues

    79,722,817     76,282,591  
           

Operating Expenses:

             
 

Film expense and advertising costs

    29,078,389     26,759,638  
 

Cost of concession sales

    2,688,490     2,719,832  
 

General and administrative expenses

    3,973,215     4,017,098  
 

Theatre occupancy costs

    16,803,336     17,267,930  
 

Depreciation and amortization

    4,627,864     5,252,133  
 

Other operating expenses

    18,848,447     16,852,893  
 

Amortization of deferred gain

    (1,836,904 )   (1,836,904 )
           
   

Total operating expenses

    74,182,837     71,032,620  
           

Income from Operations

    5,539,980     5,249,971  
           

Other Expenses

             
 

Interest expense to Parent

    (744,316 )   (1,042,513 )
 

Other income and expenses—net

    (569,103 )   (714,787 )
           
   

Total other expenses

    (1,313,419 )   (1,757,300 )
           

Net income

  $ 4,226,561   $ 3,492,671  
           

See Notes to Unaudited Condensed Financial Statements.

16



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Quarterly Periods Ended March 31, 2010 and 2009

 
  Three Months Ended  
 
  March 31, 2010   March 31, 2009  

Cash flows from operating activities:

             
 

Net income

  $ 4,226,561   $ 3,492,671  
 

Adjustments to reconcile net income to net cash flows from operating activities:

             
   

Depreciation and amortization

    4,627,864     5,252,133  
   

Noncash interest expense

    283,138     477,116  
   

Loss on disposal of property

    38,532     (22,806 )
   

Amortization of deferred gain

    (1,836,904 )   (1,836,904 )
   

Changes in:

             
     

Accounts receivable

    194,983     706,943  
     

Inventories

    (52,184 )   33,142  
     

Other assets

    (1,748,206 )   (1,601,233 )
     

Accounts payable

    2,958,343     4,535,158  
     

Other current liabilities

    (6,956,419 )   (1,154,026 )
     

Deferred rent and other long-term liabilities

    (25,941 )   161,900  
           
       

Net cash flows from operating activities

    1,709,767     10,044,094  
           

Cash flows from investing activities:

             
 

Capital expenditures

    (289,944 )   (5,707,699 )
 

Proceeds from sales of property

    4,000     38,345  
           
       

Net cash flows from investing activities

    (285,944 )   (5,669,354 )
           

Cash flows from financing activities:

             
 

Principal payments on borrowings from Parent

    (4,906,950 )   (43,705,260 )
 

Due from Parent

    3,548,291     39,519,164  
 

Principal payments on developer reimbursement financing obligations

    (65,164 )   (54,153 )
 

Payment of debt issuance costs

        (1,359,491 )
 

Proceeds from developer reimbursements for construction costs

        1,225,000  
           
       

Net cash flows from financing activities

    (1,423,823 )   (4,374,740 )
           

Net change in cash

         

Cash—beginning of period

         
           

Cash—end of period

  $   $  
           

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION—Cash paid during the quarter for:

             
 

Interest—net of amount capitalized

  $ 430,558   $ 880,537  
           

SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES:

             

Amounts reflected in accounts payable and fixed assets at period-end

  $   $  
           

Amounts reflected in accrued expenses and fixed assets at period-end

  $   $  
           

See Notes to Unaudited Condensed Financial Statements.

17



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of and for the Quarters Ended March 31, 2010 and 2009

1. BASIS OF PRESENTATION

        The principal business of the Kerasotes Showplace Theatres Sold to AMC Entertainment Inc (such theatres are hereafter referred to as the "Theatres") is the operation of motion picture theatres. Box office admission and concession sales are the Theatres' primary sources of revenue. The Theatres' operations are primarily located throughout the Midwest in the states of Illinois, Indiana, Iowa, Missouri, Minnesota, and Ohio. Over the years, the Theatres have grown through the construction and acquisition of theatres, most recently in the states of Colorado, Wisconsin, and California.

        The Theatres are not a separate legal entity, and were operated by Kerasotes Showplace Theatres, LLC (the "Parent") during the periods presented. On December 9, 2009, the Parent agreed to sell these theatre assets comprising a substantial majority of the Parent's theatres and transfer related liabilities to AMC Entertainment Inc. ("AMC") (the "Sale"); this sale was closed on May 24, 2010. Further discussion of the Sale is included in Note 2.

        These unaudited condensed financial statements have been prepared in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 270, Interim Reporting. Accordingly, they do not include all of the information and footnotes required in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (which consist of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. These interim financial statements and related notes should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2009.

2. THE SALE

        As mentioned in Note 1, on December 9, 2009, the Parent agreed to sell certain theatre assets comprising a substantial majority of the Parent's theatres and transfer-related liabilities to AMC; this sale closed on May 24, 2010. These theatres were sold for $275,000,000 in cash, subject to certain working capital and other purchase price adjustments finalized on the closing date.

        The unaudited condensed financial statements pertain to these theatres sold to AMC by the Parent. The financial statements have been prepared from the records maintained by the Parent and may not necessarily be indicative of the conditions that would have existed or the results of the operations if these theatres had been operated as an unaffiliated company. The majority of the assets, liabilities, income and expenses presented in these financial statements are specifically-identifiable to the theatres sold by the Parent to AMC. Portions of certain assets, liabilities, income and expenses represent allocations made from the Parent to these theatres that are applicable to the Parent as a whole where specific-identification of these balances to each theatre is not practicable. These allocations primarily relate to certain receivables, payables, accrued expenses, debt, and operating expenses generated or incurred at the Parent and not directly related to an individual theatre; these allocations have been made based on the proportion of the number of theatre screens within the theatres sold to AMC as a percentage of the total number of theatre screens owned by the Parent prior to the Sale. In the opinion of management, these allocations are reasonable for the purposes of presenting the unaudited condensed interim financial information of the Theatres.

18



Kerasotes Showplace Theatres Sold to AMC Entertainment Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)

As of and for the Quarters Ended March 31, 2010 and 2009

3. DEBT

        These financial statements include an allocation of the amounts outstanding on the Parent's bank debt, and also the related debt issuance costs. The Parent's outstanding debt facilities consisted of a revolving line of credit ("Revolver") and Term B notes. These outstanding Parent debt balances were secured by substantially all of the Parent's assets, which included the assets of the Theatres. The Parent's bank debt was repaid in full as of the closing date of the Sale.

4. RELATED-PARTY TRANSACTIONS

        The Theatres are not a separate legal entity, and were operated by the Parent during the periods presented. As discussed in Note 2, the financial statements have been prepared from the records maintained by the Parent and may not necessarily be indicative of the conditions that would have existed or the results of the operations if these theatres had been operated as an unaffiliated company. Portions of certain assets, liabilities, income and expenses represent allocations made from the Parent to these theatres that are applicable to the Parent as a whole. The Parent maintains and manages the cash generated by the Theatres, including the transfer of cash deposits from Theatres' operations to the Parent's bank accounts; these funds are used to finance the operations and capital expenditures of the Theatres. The outstanding amounts owed by the Parent to the Theatres are presented as "Due from Parent" in the Statements of Assets and Liabilities.

        Total rental expense payable to related-parties of the Theatres amounted to $3,600 and $3,600 for the quarterly-periods ended March 31, 2010 and 2009, respectively. Amounts payable to related-parties at March 31, 2010 and December 31, 2009 were $187,153 and $183,553, respectively.

        Amounts paid to an advertising agency owned by a close relative of one of the Parent's shareholders were $0 and $22,087 for the quarterly-periods ended March 31, 2010 and 2009, respectively.

5. SUBSEQUENT EVENTS

        Management has evaluated subsequent events through July 13, 2010, which is the date the unaudited condensed financial statements were issued.

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Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. STATEMENTS OF ASSETS AND LIABILITIES As of December 31, 2009 and 2008
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. STATEMENTS OF INCOME For the Years Ended December 31, 2009, 2008 and 2007
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2009, 2008, and 2007
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. NOTES TO FINANCIAL STATEMENTS As of December 31, 2009 and 2008, and For the Years Ended December 31, 2009, 2008, and 2007
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. UNAUDITED CONDENSED STATEMENTS OF ASSETS AND LIABILITIES As of March 31, 2010 and December 31, 2009
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. UNAUDITED CONDENSED STATEMENTS OF INCOME For the Quarterly Periods Ended March 31, 2010 and 2009
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Quarterly Periods Ended March 31, 2010 and 2009
Kerasotes Showplace Theatres Sold to AMC Entertainment Inc. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS As of and for the Quarters Ended March 31, 2010 and 2009