Annual report pursuant to Section 13 and 15(d)

Acquisition and Dispositions

v2.4.0.6
Acquisition and Dispositions
12 Months Ended
Dec. 31, 2011
Acquisition and Dispositions [Abstract]  
ACQUISITIONS AND DISPOSITIONS

5.    ACQUISITIONS AND DISPOSITIONS

Acquisition of Theatres in the U.S.

On March 18, 2009, the Company acquired four theatres with 82 screens from Muvico Entertainment L.L.C. in an asset purchase for $48,950 in cash. The acquisition resulted in an expansion of the Company’s U.S. theatre base, as three of the theatres are located in Florida and one theatre is located in Maryland. The Company incurred approximately $113 in transaction costs, which are reflected in general and administrative expenses on the consolidated statement of income for the year ended December 31, 2009. The transaction was accounted for by applying the acquisition method. The following table represents the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:

 

         

Theatre properties and equipment

  $ 25,575  

Brandname

    3,500  

Noncompete agreement

    1,630  

Goodwill

    44,565  

Unfavorable lease

    (3,600

Capital lease liability (for one theatre)

    (22,720
   

 

 

 

Total

  $ 48,950  
   

 

 

 

 

The brandname and noncompete agreement are presented as intangible assets and the unfavorable lease is presented as other long-term liabilities on the Company’s consolidated balance sheets. Goodwill represents excess of the costs of acquiring these theatres over amounts assigned to assets acquired, including intangible assets, and liabilities assumed.

Acquisition of Theatres in Argentina

On August 25, 2011, the Company acquired ten theatres with 95 screens from Hoyts General Cinema South America, Inc. in a stock purchase for approximately $66,958 in cash. The acquisition resulted in an expansion of the Company’s international theatre base. The Company incurred approximately $200 in transaction costs, which are reflected in general and administrative expenses on the consolidated statement of income for year ended December 31, 2011. The transaction was accounted for by applying the acquisition method. The following table represents the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:

 

         

Theatre properties and equipment

  $ 24,098  

Tradename

    10,032  

Favorable leases

    3,919  

Other intangible assets

    884  

Goodwill

    43,018  

Long-term debt

    (5,993

Deferred tax liability

    (7,240

Other liabilities, net of other assets

    (1,760
   

 

 

 

Total

  $ 66,958  
   

 

 

 

The weighted average amortization period for the intangible assets acquired is approximately seven years. The acquisition is subject to review by the Argentina Comisión Nacional de Defensa de la Competencia (“CNDC”).

Dispositions

During November 2010, the Company sold its one theatre in Canada for approximately $6,320 in cash proceeds and recorded a gain on sale of assets and other of approximately $7,025, which also reflected the write-off of a deferred rent liability related to the theatre.

During November 2010, the Company also sold its interest in a profit sharing agreement related to a previously sold Canadian property. The Company received proceeds of approximately $8,493 and recorded a gain on sale of assets and other.