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Theatre Acquisitions
3 Months Ended
Mar. 31, 2014
Business Combinations [Abstract]  
Theatre Acquisitions

NOTE 11—THEATRE ACQUISITIONS

On November 19, 2013, the Company completed its acquisition of 9 entertainment complexes and 147 screens in three U.S. states pursuant to the terms of the Membership Interest Purchase Agreement with Muvico Entertainment, L.L.C. (“Muvico”). The acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $30,608 in cash and the assumption of lease-related financing obligations of approximately $19,101. The purchase price was paid using cash on hand. In addition, the Company incurred contingent liabilities associated with the purchase. The fair value of this contingent consideration as of the acquisition date, which represents the maximum amount of future reimbursement, is $750. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of March 31, 2014, the Company had not terminated the vendor contract.

The following table summarizes the preliminary purchase price and purchase price allocation for Muvico based on the fair value of net assets acquired at the acquisition date.

 

Cash consideration paid less cash amounts received

   $ 30,608   

Leases and financing obligations assumed

     19,101   

Fair value of contingent consideration

     750   
  

 

 

 

Fair value of total consideration transferred

   $ 50,459   

Inventory

   $ 541   

Other current assets

     385   

Property and equipment

     24,867   

Deferred tax assets

     3,441   

Current liabilities

     (2,068

Other liabilities

     (1,150
  

 

 

 

Net assets acquired

     26,016   

Goodwill

     24,443   
  

 

 

 

Purchase price

   $ 50,459   
  

 

 

 

The total non-cash consideration representing liabilities assumed in the Muvico transaction was $23,069.

The fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $24,443 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is deductible for tax purposes over 15 years.

On August 16, 2013, the Company completed its acquisition of three theatres and 52 screens from Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc. for $10,500 in cash and the assumption of lease-related financing obligations in the amount of $5,431. The results of operations of these theatres were not significant to the Company’s consolidated statements of operations. Acquisition costs associated with this purchase were not material.