-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TLuIb5/dFutpNnjFfrWQrHpqk7cKMlW6+wIx5r8Wm5a/eQApVcig+zI9Cz24uKNG 3PnretqTWXK8UzYYSU4dOg== 0000950144-97-011534.txt : 19971106 0000950144-97-011534.hdr.sgml : 19971106 ACCESSION NUMBER: 0000950144-97-011534 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971105 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11604 FILM NUMBER: 97708371 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 4045763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 10-K/A 1 CARMIKE CINEMAS FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended DECEMBER 31, 1996. 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 0-14993 CARMIKE CINEMAS, INC. (Exact name of registrant as specified in its charter) Delaware 58-1469127 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1301 First Avenue, Columbus, Georgia 31901 (Address of principal Executive Offices) (Zip Code) (706) 576-3400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Class A Common Stock, par New York Stock Exchange, Inc. value $.03 per share
Securities registered pursuant to Section 12(g) of the Act: NONE The Registrant hereby files this Amendment No. 1 on Form 10-K/A to amend the following items of Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996: Item 1 - Business Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations Item 14 - Exhibits, Financial Statement Schedule, and Reports on Form 8-K 2 PART I Item 1. Business (a) General Development of Business Carmike Cinemas, Inc. (herein referred to as the "Company" or "Carmike"), a corporation organized under the laws of the State of Delaware, is engaged in the motion picture exhibition business. The Company was incorporated in April 1982 in connection with the leveraged buy-out of the Company's predecessor, the Martin Theatres circuit, by present management of the Company. The principal executive offices of the Company are located at 1301 First Avenue, Columbus, Georgia 31901-2109, and its telephone number at that location is (706) 576-3400. The following are several of the more significant events which have taken place since December 31, 1995: (i) Acquisitions during 1996 In separate transactions during 1996, the Company acquired certain assets and businesses as follows:
Approximate Number of ----------------- Seller Purchase Price Theatres Screens Effective Date ------ -------------- -------- ------- -------------- (in thousands) Maxi Saver Cinemas, Inc. $3,975 2 18 January 5, 1996 Fox Theatres Corp. 19,100 12 61 February 16, 1996 ------- -- -- $23,075 14 79 ======= == ==
The excess of purchase prices over net assets of businesses acquired, approximately $17.0 million in 1996, has been recorded as an intangible asset. 2 3 (ii) New Theatre Openings and Additions to Existing Theatres During 1996, the Company opened or expanded the following theatres:
THEATRE LOCATION SCREENS ------- -------- ------- NEW COMPLEXES ------------- Broadway 16 Myrtle Beach, SC 16 Carmike 10 Asheville, NC 10 Carmike 12 Greensboro, NC 12 Wynnsong 10 Columbia, SC 10 Bijou 7 Chattanooga, TN 7 Wynnsong 10 Ft. Benning, GA 10 Carmike 8 Altoona, PA 8 --- Total 73 ADDITIONS TO EXISTING COMPLEXES ------------------------------- Westwood 12 Fayetteville, NC 6 Carmike 14 Mobile, AL 4 Carmike 8 Lincolnton, NC 4 Carmike 8 Lexington, NC 4 Carmike 10 Stillwater, OK 4 Carmike 14 Columbia, SC 4 Chapel Hills 15 Colorado Springs, CO 6 --- Total 32 --- Total New Screens 105 ===
(iii) Entertainment Complex The Company is currently developing its first "entertainment complex," which will offer a broad spectrum of entertainment in addition to movie exhibition. Known as the "Hollywood Connection M," this complex, which is expected to be completed in the summer of 1997, will encompass 125,000 square feet on an 11 acre site in Columbus, Georgia. The complex will include a 10-screen theatre equipped with Lucasfilm's THX Digital surround systems and stadium seating, an indoor roller skating rink, an 18-hole themed putting golf course, a bumper car attraction, a state-of-the-art games arcade, a restaurant and a laser tag arena. 3 4 (b) Narrative Description of Business (i) Theatre Operations The Company is the largest motion picture exhibitor in the United States in terms of number of theatres and screens operated. As of December 31, 1996, the Company operated 519 theatres with an aggregate of 2,518 screens located in 33 states. The Company's screens are located principally in communities where the Company is the sole or leading exhibitor. For the year ended December 31, 1996, aggregate attendance at the Company's theatres was approximately 74.2 million people. The Company's theatres are located in the following states:
STATE THEATRES SCREENS ----- -------- ------- Alabama 28 158 Arkansas 3 25 Colorado 14 77 Delaware 2 12 Florida 32 156 Georgia 39 215 Idaho 11 26 Illinois 3 8 Iowa 22 118 Kentucky 11 53 Louisiana 4 20 Maryland 3 15 Michigan 2 10 Minnesota 16 63 Montana 15 59 Nebraska 5 17 New Mexico 1 2 North Carolina 69 313 North Dakota 9 45 New York 1 8 Ohio 8 43 Oklahoma 16 69 Pennsylvania 44 212 South Carolina 28 151 South Dakota 6 39 Tennessee 45 255
4 5 Texas 28 114 Utah 12 48 Virginia 15 73 Washington 2 2 Wisconsin 12 57 West Virginia 6 33 Wyoming 7 22 --- ----- 519 2,518 === =====
The Company's theatre operations are under the supervision of its Vice President - General Manager and are divided into four geographic divisions, each of which is headed by a division manager. The division managers are responsible for implementing Company operating policies and supervising the Company's seventeen operating districts. Each operating district has a district manager who is responsible for overseeing the day-to-day operations of the Company's theatres. Corporate policy development, strategic planning, site selection and lease negotiation, theatre design and construction, concession purchasing, film licensing, advertising, and financial and accounting activities are centralized at the corporate headquarters of the Company. See "Film Licensing" with respect to the Company's film licensing operations. Nearly all of the Company's 2,518 screens are located in multi-screen theatres, with over 90% of the Company's screens being located in theatres having three or more screens. The Company's average number of screens per theatre is 4.9, and the Company intends to increase this ratio through the construction of larger multi-screen theatres. Multi-screen theatres enable the Company to present a variety of films appealing to several segments of the movie-going public while serving patrons from common support facilities (such as the box office, concession areas, restrooms and lobby). This strategy enhances attendance, utilization of theatre capacity and operating efficiencies (relating to theatre staffing, performance scheduling and space and equipment utilization), and thereby enhances revenues and profitability. Staggered scheduling of starting times minimizes staffing requirements for crowd control, box office and concession services while reducing congestion at the concession area. The Company's theatres are housed predominantly in modern facilities equipped with quality projection and sound equipment. 5 6 From time to time, the Company converts marginally profitable theatres to "Discount Theatres" for the exhibition of films that have previously been shown on a first-run basis. Increased attendance at these theatres following these conversions, combined with a lower film rental cost, normally improves such theatres' operating profitability. The Company also operates certain theatres for the exhibition of first-run films at a reduced admission price. These theatres are typically in a smaller market where the Company is the only exhibitor in the market. At present, the Company operates 97 of its theatres (302 screens) as Discount Theatres. The Company also sells gift certificates and offers a discount ticket plan to attract groups of patrons to its theatres. The Company's revenues are generated primarily from box office receipts and concession sales. Additional revenues, which are not material, are generated from electronic video games installed in the lobbies of some of the Company's theatres and on-screen advertising. The Company relies upon advertisements and movie schedules published in newspapers to inform its patrons of film selections and show times. Newspaper advertisements are typically displayed in a single group for all the Company's theatres located in the newspaper's circulation area. In addition, the Company utilizes radio spots and promotions to further market its films. Major distributors frequently share the cost of newspaper and radio advertising. The Company also exhibits in its theatres previews of coming attractions and films presently playing on the Company's other screens in the same market area. The Company's proprietary computer system, I.Q. Zero, which is presently installed in approximately 96% of its theatres (representing approximately 98% of its screens), allows Carmike to centralize most theatre-level administrative functions at its corporate headquarters, creating significant operating leverage. I.Q. Zero allows corporate management to monitor ticket and concession sales and box office and concession staffing on a daily basis. The Company's integrated MIS, centered around I.Q. Zero, also coordinates payroll, tracks theatre invoices and generates operating reports analyzing film performance and theatre profitability. Accordingly, there is active communication between the theatres and corporate headquarters, which allows senior management to react to vital profit and staffing information on a daily basis and perform the 6 7 majority of the theatre-level administrative functions, thereby enabling the theatre manager to focus on the day-to-day operations of the theatre. (ii) Film Licensing Carmike obtains licenses to exhibit films by directly negotiating with or, in rare circumstances, submitting bids to film distributors. The Company licenses films through its booking office located in Columbus, Georgia. The Company's Vice President - Film, in consultation with the Company's President, directs the Company's motion picture bookings. Prior to negotiating or bidding for a film license, the Company's Vice President - Film and film booking personnel evaluate the prospects for upcoming films. The criteria considered for each film include cast, director, plot, performance of similar films, estimated film rental costs and expected MPAA rating. Successful licensing depends greatly upon the availability of commercially popular motion pictures, knowledge of the tastes of residents in markets served by each theatre and insight into the trends in those tastes. The Company maintains a database that includes revenue information on films previously exhibited in its markets. This historical information is then utilized by the Company to match new films with particular markets so as to maximize revenues. Film licenses typically specify rental fees based on the higher of a gross box office receipts formula or an adjusted gross box office receipts formula. Under a gross box office receipts formula, the distributor receives a specified percentage of box office receipts, with the percentage declining over the term of the run. The Company's film rental fees typically begin at 60% of admission revenues and gradually decline to as low as 30% over a period of four to eight weeks. Under an adjusted gross box office receipts formula (commonly known as a "90/10" clause), the distributor receives a specified percentage (i.e., 90%) of the excess of box office receipts over a negotiated amount for house expenses. In addition, the Company is occasionally required to pay non-refundable guarantees of film rentals, to make advance payments of film rentals, or both, in order to obtain a license for a film. Although not specifically contemplated by the provisions of film licenses, the terms of film licenses generally are adjusted or re-negotiated subsequent to exhibition of the film in relation to its success. 7 8 Film licensing zones are geographic areas (generally encompassing a radius of three to five miles) established by film distributors where any given film is allocated to only one theatre within that area. In film licensing zones where the Company has little or no competition, the Company obtains film licenses by selecting a film from among those offered and negotiating directly with the distributor. In competitive film licensing zones, a distributor will either require the exhibitors in the zone to bid for a film or will allocate its films among the exhibitors in the zone. When films are licensed under the allocation process, a distributor will choose which exhibitor is offered a movie and then that exhibitor will negotiate film rental terms directly with the distributor for the film. Over the past several years, distributors have generally used the allocation rather than the bidding process to license their films. When films are licensed through a bidding process, exhibitors compete for licenses based upon economic terms. The Company currently does not bid for films in any of its film licensing zones. The Company predominantly licenses "first-run" films. If a film has substantial remaining potential following its first-run, the Company may license it for a subsequent run (a "sub-run"). Although average daily sub-run attendance is often less than average daily first-run attendance, sub-run film cost is generally less than first-run film cost. Additionally, sub-runs enable the Company to exhibit a variety of films during periods in which there are few new releases. The Company's business is dependent upon the availability of marketable pictures and its relationships with distributors. While there are numerous distributors which provide quality first-run movies to the motion picture exhibition industry, the following seven major distributors accounted for approximately 92% of the Company's admission revenues during 1996 - Buena Vista, Warner Brothers, Fox, Paramount, Universal, Savoy and New Line. No single distributor dominates the market. Disruption in the production of motion pictures by the major studios and/or independent producers or poor performance of motion pictures could have an adverse effect on the business of the Company. The Company licenses films from a number of distributors and believes that its relationships with distributors generally are satisfactory. 8 9 (iii) Competition The Company's operations are subject to varying degrees of competition with respect to licensing films, attracting patrons, obtaining new theatre sites or acquiring theatre circuits. In markets where it is not the sole exhibitor, the Company competes against regional and independent operators as well as the larger theatre circuit operators. The Company believes that the principal competitive factors with respect to film licensing include licensing terms, seating capacity, location and prestige of an exhibitor's theatres, quality of projection and sound at the theatres and the exhibitor's ability and willingness to promote the films. The competition for patrons is dependent upon factors such as the availability of popular films, location of the theatres, patron comfort, quality of projection and sound and the ticket prices. The Company believes that its admission prices are competitive with admission prices of competing theatres. The Company's theatres face competition from a number of motion picture exhibition delivery systems, such as pay television, pay-per-view and home video systems. The impact of such delivery systems on the motion picture exhibition industry is difficult to determine precisely, and there can be no assurance that existing or future delivery systems will not have an adverse impact on attendance. The Company believes that its strongest competition is from other forms of entertainment competing for the public's outside-the-home leisure time and disposable income. The Company is currently constructing its first complete entertainment complex, which will offer a variety of forms of family entertainment. See "General Development of Business - Entertainment Complex". (iv) Seasonality The major film distributors generally release during the summer and holiday seasons, primarily Thanksgiving and Christmas, those films which they anticipate to be the most successful. Consequently, the Company has historically generated higher revenues during such periods. 9 10 (v) Restaurants The Company, through its wholly-owned subsidiary Wooden Nickel Pub, Inc., operates two restaurants, one of which is adjacent to a theatre. These restaurants, which were opened by the Company's predecessor, offer light fare as well as beer and wine. These restaurants are not material to the Company's consolidated operations. The Company does not currently anticipate opening additional restaurant facilities. (vi) 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. Certain consent decrees resulting from such cases 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 theatre-by-theatre basis. Consequently, exhibitors such as the Company cannot assure themselves of a supply of motion pictures by entering into long-term arrangements with major distributors but must compete for licenses on a film-by-film and theatre-by-theatre basis. The Federal Americans With Disabilities Act (the "ADA"), which became effective in 1992, prohibits discrimination on the basis of disability in public accommodations and employment. The Company constructs new theatres to be accessible to the disabled and believes that it is otherwise in substantial compliance with all applicable regulations relating to accommodating the needs of the disabled. The Company does not currently anticipate that ongoing compliance with the ADA and the regulations thereunder will require the Company to expend substantial funds. (vii) Employees At December 31, 1996, the Company had approximately 9,874 employees. Eighty of the Company's employees are covered by collective bargaining agreements. The Company considers its relations with its employees to be good. 10 11 (viii) Other Factors Except for historical information contained herein, certain matters set forth in this Annual Report on Form 10-K are forward looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Potential risks and uncertainties include such factors as the financial strength of the motion picture industry, the level of consumer spending, the availability of popular motion pictures and the success of planned advertising, marketing and promotional campaigns. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. 11 12 PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the Company's financial condition and results of operations should be read in conjunction with the financial information included herein and the Company's annual report on Form 10-K for the fiscal year ended December 31, 1996 (the "1996 Form 10-K") as filed with the Securities and Exchange Commission (the "SEC"). Except for the historical information contained herein, the following discussion contains forward-looking statements that involve a number of risks and uncertainties. Factors which could cause the Company's actual results in future periods to differ materially include, but are not limited to, the availability of suitable motion pictures for exhibition in the Company's markets, the availability of opportunities for expansion, and competition with other forms of entertainment, as well as other factors discussed or identified from time to time in the Company's filings with the SEC, including, but not limited to, the Company's 1996 Form 10-K. RESULTS OF OPERATIONS Comparison of Years Ended December 31, 1996 and December 31, 1995 Total revenues for the year ended December 31, 1996 increased 17.0% to $426,726,000 from $364,749,000. This increase consists of a $42,938,000 increase in admissions and a $19,039,000 increase in concessions and other. Overall attendance increased 14.3% due to the additional screens in operation which were acquired in 1995 and 1996 (see Note C of Notes to Consolidated Financial Statements). Attendance on a same screen comparison was basically the same for 1996 as 1995. Average admission prices increased 2.3% to $4.00 from $3.91 and average concession sales per person increased 2.5% from $1.58 to $1.62. Cost of theatre operations (film exhibition costs, concession costs and other theatre operating costs) increased 15.0% to $338,369,000 from $294,295,000 due to the increased number of screens in operation and the increase in attendance. As a percentage of revenues, cost of theatre operations decreased from 80.7% of total revenues to 79.3%. This percentage decrease is due primarily to a lower level of salaries at the Company. General and administrative costs increased 8.7% from $5,482,000 in 1995 to $5,959,000 in 1996 reflecting additional general and administrative costs incurred to properly integrate the new screens acquired in 1995 and 1996. As a percentage of total revenues, general and administrative costs decreased from 1.5% to 1.4%. Depreciation and amortization increased 4.4% to $28,408,000 from $27,216,000 as a result of the increased screens in operation which were acquired in 1995 and 1996 (see Note C of Notes to Consolidated Financial Statements) combined with the additional screens added through internal construction. This amount has also been reduced from the impact of adopting Statement 121 (see Note B of Notes to Consolidated Financial Statements). As a percentage of total revenues, depreciation and amortization decreased from 7.5% of total revenues to 6.7% of total revenues. Interest expense increased 26.6% to $20,289,000 from $16,031,000 in 1995. This increase reflects a higher average amount of debt outstanding for 1996. The increase in the Company's debt during 1996 resulted from capital expenditures incurred in connection with theatre acquisitions and expansions. The Company adopted Statement of Financial Accounting Standards 121 ("Statement 121"), "Accounting for the Impairment of Long-Lived Assets to be Disposed of," as of January 1, 1996 (see Note B of Notes to Consolidated Financial Statements). The initial non-cash charge upon the Company's adoption of Statement 121 was approximately $45,447,000 ($28,177,000 after tax, or $2.50 per share) to reduce the carrying value of 138 theatres, constituting approximately 26% of the Company's theatres. This charge resulted from the evaluation of asset impairment on an individual theatre level rather than on a market level, which had been the Company's previous accounting policy for evaluating and measuring impairment. As noted above, the write-down of assets under Statement 121 resulted in a reduction in depreciation and amortization expense in the year ended December 31, 1996. The Company grouped its theatres into corporations in 1995 to achieve business and tax efficiencies. As a result of these changes, management cost is more appropriately allocated among the operations and the Company's effective tax rate declined from approximately 40% to approximately 38%. 15 13 Comparison of Years Ended December 31, 1995 and December 31, 1994 Total revenues for the year ended December 31, 1995 increased 11.3% to $364,749,000 from $327,619,000. This increase consists of a $21,557,000 increase in admissions and a $15,573,000 increase in concessions and other. Overall attendance increased 8.9% due to the additional screens in operation which were acquired in 1994 and 1995 (see Note C of Notes to Consolidated Financial Statements); however, attendance for 1995 on a same screen comparison decreased 7.9%, reflecting fewer blockbuster type movies in 1995. Average admission prices increased .5% to $3.91 and average concession sales per patron increased 8.2% from $1.46 to $1.58. Cost of theatre operations (film exhibition costs, concession costs and other theatre operating costs) increased 15.5% to $294,295,000 due to the increased number of screens in operation and the increase in attendance. As a percentage of revenues, cost of theatre operations increased from 77.8% of total revenues to 80.7% of total revenues. This percentage increase is due primarily to a higher level of occupancy expense and to a lesser degree salaries included in this expense category that do not fluctuate proportionately with decreases in attendance levels. General and administrative costs increased 7.7% from $5,092,000 to $5,482,000 in 1995 reflecting additional general and administrative costs incurred to properly integrate the new screens acquired in 1994 and 1995. As a percentage of total revenues, general and administrative costs decreased from 1.6% of total revenues to 1.5% of total revenues. Depreciation and amortization increased 20.7% to $27,216,000 from $22,544,000 as a result of the increased screens in operation which were acquired in 1994 and 1995 (see Note C of Notes to Consolidated Financial Statements) combined with the additional screens added through internal construction. As a percentage of total revenues, depreciation and amortization increased from 6.8% of total revenues to 7.5% of total revenues. Interest expense decreased 5.9% to $16,031,000 from $17,028,000 in 1994. This decrease reflects a lower average amount of debt outstanding for most of 1995. SEASONALITY AND INFLATION The major film distributors generally release those films which they anticipate to be the most successful during the summer and holiday seasons. Consequently, the Company has historically generated higher revenues during such periods. Inflation has not had a significant impact on the operations of the Company in any of the periods discussed above. LIQUIDITY AND CAPITAL RESOURCES The Company's revenues are collected in cash, principally through box office admissions and theatre concessions. Because its revenues are received in cash prior to the payment of related expenses, the Company has an operating "float" which partially finances its operations. Cash from operating activities was $54.4 million for the year ended December 31, 1996, compared to $42.9 million for the year ended December 31, 1995. The increase in cash flow from operating activities was primarily due to income, before non-cash charges. Net cash used in investing activities was $98.2 million in the year ended December 31, 1996 as compared to $123.4 million in the prior year. The decrease in cash used in investing activities was primarily due to a decrease in purchases of assets from other theatre operators somewhat offset by an increase in purchases of property and equipment. For the years ended December 31, 1996 and 1995, cash provided by financing activities was $38.0 million and $74.0 million, respectively, primarily from additional borrowings under the Company's revolving credit facility. On April 23, 1996, the Company entered into a credit agreement (the "Credit Agreement") with four banks to provide a revolving line of credit of up to $175 million for working capital, acquisitions and other general corporate purposes. The Credit Agreement has a three year revolving credit period, which can be extended, upon the mutual consent of the Company and the banks, for one year periods, and will convert to a four year term loan at the end of the revolving credit period. The Company has the option to borrow at interest rates based on either the bank base rate or LIBOR plus .40% (effective rate of 6.27% at December 31, 1996) and is required to pay annual commitment fees of .20% on the full amount of the facility. The interest rate, facility fees and commitment fees are subject to adjustment based upon the Company's ratio of total debt to defined cash flows. The Credit Agreement contains certain restrictive provisions which, among other things, limit additional indebtedness of the Company, limit the payment of dividends and other defined restricted payments, require that certain debt to capitalization ratios be maintained and require minimum levels of cash flows. The Company's capital expenditures arise principally in connection with theatre acquisitions, renovation and expansion of existing theatres and the development of new theatres. During 1996, capital expenditures and acquisitions totaled approximately $94 million. The Company estimates that total capital expenditures for 1997 will aggregate approximately $140 million. The Company believes that its presently anticipated capital needs for theatre construction and possible acquisitions will be satisfied by the cash and cash equivalents and short-term investments on hand, borrowings under the revolving credit facility, additional sale of debt and/or equity securities, additional bank financings and other forms of long-term debt, internally generated cash flow, and, where appropriate, future lease financings. At March 12, 1997, the Company had approximately $8.7 million in cash and short-term investments on hand and approximately $35.5 million was available under the Company's revolving credit facility. 25 14 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a)(1) and (2) Financial Statements and Financial Statement Schedules The following consolidated financial statements of Carmike Cinemas, Inc. included in the Company's 1996 Annual Report to Shareholders are incorporated by reference in Item 8: Consolidated balance sheets--December 31, 1996 and 1995 Consolidated statements of operations--Years ended December 3l, 1996, 1995 and 1994 Consolidated statements of shareholders' equity--Years ended December 3l, 1996, 1995 and 1994 Consolidated statements of cash flows--Years ended December 31, 1996, 1995 and 1994 Notes to consolidated financial statements--December 31, 1996 Report of Independent Auditors Financial statement schedules are omitted because they are not applicable or not required under the related instructions, or because the required information is shown either in the consolidated financial statements or in the notes thereto. 17 15 (a)(3) Listing of Exhibits
Exhibit Number - ------ 2(a) Purchase Contract dated May 20, 1992, by and between American Multi-Cinema, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(a) to the Company's Form 10-K for the fiscal year ended December 31, 1992 (the "1992 Form 10-K"), and incorporated herein by reference). 2(b) Asset Purchase Agreement dated May 12, 1992 by and between Plitt Theatres, Inc., Plitt Southern Theatres, Inc. and Plitt Cine Theatres, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(b) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(c) Asset Purchase Agreement dated May 21, 1992 by and between Resources Financial and Carmike Cinemas, Inc.(filed as Exhibit 2(c) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(d) Purchase Contract dated as of November 18, 1992 by and between Cinamerica Theatres, L.P. and Carmike Cinemas, Inc.(filed as Exhibit 2(d) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(e) Asset Purchase Agreement dated November 19, 1993 by and between Manos Enterprises, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(e) to the Company's Form 10 -K for the fiscal year ended December 31, 1993 (the "1993 Form 10-K") and incorporated herein by reference). 2(f) Asset Purchase Agreement dated January 21, 1994 by and between General Cinema Corp. of Georgia, General Cinema Corp. of Virginia, General Cinema Corp. of West Virginia and Carmike Cinemas, Inc.(filed as Exhibit 2(f) to the Company's 1993 Form 10-K and incorporated herein by reference). 2(g) Asset Purchase Agreement dated May 18, 1994 by and between Cinema World, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(a) to the Company's Form 8-K filed on June 6, 1994 and incorporated herein by reference). 2(h) Agreement dated as of March 17, 1995 by and between Floyd Theatres, Inc., Tallahassee Theatres, Inc., Floyd Theatres of Georgia, Inc., MasTec, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(h) to the Company's Form 10-K for the fiscal year ended December 31, 1994 (the "1994 Form 10-K") and incorporated herein by reference).
18 16 (a)(3)(Continued)
Exhibit Number - ------ 2(i) Agreement dated as of June 2, 1995 by and between Carmike Cinemas, Inc. and Plitt Theatres, Inc. (filed as Exhibit 12 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1995 and incorporated herein by reference). 2(j) Agreement dated as of September 8, 1995 by and between Midcontinent Theatre Company of Minnesota, Midcontinent Theatre Company of South Dakota, Midcontinent Theatre Company of North Dakota and Carmike Cinemas, Inc. (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference). 2(k) Agreement dated as of October 19, 1995 by and between Cinemark USA, Inc., Carmike Cinemas, Inc. and Eastwynn Theatres, Inc. (filed as Exhibit 5 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference). 2(l) Asset Purchase Agreement dated as of January 25, 1996 by and between Fox Theatres Corporation, Carmike Cinemas, Inc. and Eastwynn Theatres, Inc. (filed as Exhibit 2(l) to the Company's Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference). 3(a)(i) Restated Certificate of Incorporation of the Company (filed as Exhibit 3(a) to the Company's Form 10-Q for the fiscal quarter ended June 30, 1995, and incorporated herein by reference). 3(a)(ii) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit 3(b) to the Company's Form 10-Q for the quarter ended June 30, 1995, and incorporated herein by reference). 3(b) By-laws of the Company (filed as Exhibit 3(b) to the Company's Form 10-K for the fiscal year ended December 31, 1987 (the "1987 Form 10-K"), and incorporated herein by reference). 4(a) Note Purchase Agreement dated as of June 1, 1990 with respect to 10.53% Senior Notes due 2005 (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated herein by reference). 4(b) Note Purchase Agreement dated as of March 1, 1992 with respect to 7.90% Senior Notes due 2002 (filed as Exhibit 4(c) to the Company's Form l0-K for the year ended December 31, 1991, and incorporated herein by reference).
19 17 (a)(3)(Continued)
Exhibit Number - ------ 4(c) Note Purchase Agreement dated as of April 15, 1993 with respect to 7.52% Senior Notes due 2003 (filed as Exhibit 4 to the Company's Form l0-Q for the fiscal quarter ended March 31, 1993, and incorporated herein by reference). 4(d) Zero Coupon Convertible Subordinated Note due June 1, 1998 (filed as Exhibit 4(e) to the Company's 1993 Form 10-K, and incorporated herein by reference). 4(e) Credit Agreement dated as of April 23, 1996 among Carmike Cinemas, Inc., various banks and Wachovia Bank of Georgia, N.A., as Agent (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1996, and incorporated herein by reference). 10(a) 1986 Carmike Cinemas, Inc. Class A Stock Option Plan, as amended, together with form of Stock Option Agreement (filed as Exhibit 10(a) to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 10(b) Downtown Development Authority of Columbus, Georgia $4,500,000 Industrial Development Revenue Bonds (Martin Theatres, Inc. Project), Series 1985 (filed as Exhibit 10(d) to Amendment No. 1 to the Company's Registration Statement on Form S-1, No. 33-8007 on October 10, 1986, and incorporated herein by reference). 10(c) Employment Agreement dated August 30, 1986 by and between C. L. Patrick and the Company, as amended on October 31, 1986 and January 1, 1990 (filed as Exhibit 10(e) to the Company's Registration Statement on Form S-1, Commission File No. 33-33558, and incorporated herein by reference). 10(d) Employment Agreement dated January 1, 1993 by and between Michael W. Patrick and the Company (filed as Exhibit 10(e) to the Company's 1992 Form 10-K and incorporated herein by reference). 10(e) Aircraft Lease dated July 1, 1983, as amended June 30, 1986, by and between C.L.P. Equipment and the Company (filed as Exhibit 10(h) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(f) Equipment Lease Agreement dated December 17, 1982 by and between Michael W. Patrick and the Company (Kingsport, Tennessee) (filed as Exhibit 10(i) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference).
20 18 (a)(3)(Continued)
Exhibit Number - ------ 10(g) Equipment Lease Agreement dated January 29, 1983 by and between Michael W. Patrick and the Company (Valdosta, Georgia) (filed as Exhibit 10(j) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(h) Equipment Lease Agreement dated November 23, 1983 by and between Michael W. Patrick and the Company (Nashville (Belle Meade), Tennessee) (filed as Exhibit 10(k) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(i) Equipment Lease Agreement dated December 17, 1982 by and between Michael W. Patrick and the Company (Opelika, Alabama) (filed as Exhibit 10(l) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(j) Equipment Lease Agreement dated July 1, 1986 by and between Michael W. Patrick and the Company (Muskogee and Stillwater, Oklahoma) (filed as Exhibit 10(m) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(k) Equipment Lease Agreement dated December 17, 1982 by and between C. L. Patrick and the Company (Eastridge, Tennessee) (filed as Exhibit 10(n) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(l) Summary of Extensions of Equipment Lease Agreements, which are Exhibits 10(f), 10(g), 10(h), 10(i), and 10(k) (filed as Exhibit 10(o) to the 1987 Form 10-K and incorporated herein by reference). 10(m) Summary of Extensions of the Equipment Lease Agreements, which are Exhibits 10(f), 10(g), 10(h), 10(i), and 10(k) as extended as shown in Exhibit 10(m) (filed as Exhibit 10(n) to the Company's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10(n) Summary of Extensions of Aircraft Lease Agreement and Equipment Lease Agreement which are Exhibits 10(e) and 10(k) (filed as Exhibit 10(o) to the Company's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
21 19 (a)(3)(Continued)
Exhibit Number - ------ 10(o) Carmike Cinemas, Inc. Deferred Compensation Agreement and Trust Agreement dated as of January 1, 1990 (filed as Exhibit 10(u) to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). *11 Statement re: Computation of Earnings per share. *13 1996 Annual Report to Shareholders of Carmike Cinemas, Inc. (with the exception of the information expressly incorporated by reference in Items 5, 6, 7 and 8, this Annual Report is not to be deemed "filed" with the Securities and Exchange Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934). *21 List of Subsidiaries. 23 Consent of Ernst & Young LLP *27 Financial Data Schedule (for SEC use only)
- ---------------------- * Previously filed as an exhibit to the Company's Form 10-K for the year ended December 31, 1996. 22 20 (b) Reports on Form 8-K During the fiscal quarter ended December 31, 1996, the Company did not file any reports on Form 8-K. (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statements Schedules None. 23 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. CARMIKE CINEMAS, INC. Date: November 5, 1997 By: /s/ John O. Barwick, III ------------------------- John O. Barwick, III Vice President - Finance 24 22 CARMIKE CINEMAS, INC. EXHIBIT INDEX Report on Form 10-K for the fiscal year Ended December 31, 1996
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 2(a) Purchase Contract dated May 20, 1992, by and between American Multi-Cinema, Inc. and Carmike Cinemas, Inc.(filed as Exhibit 2(a) to the company's Form 10-K for the fiscal year ended December 31, 1992 (the "1992 Form 10-K"), and incorporated herein by reference). 2(b) Asset Purchase Agreement dated May 12, 1992 by and between Plitt Theatres, Inc., Plitt Southern Theatres, Inc. and Plitt Cine Theatres, Inc. and Carmike Cinemas, Inc.(filed as Exhibit 2(b) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(c) Asset Purchase Agreement dated May 21, 1992 by and between Resources Financial and Carmike Cinemas, Inc.(filed as Exhibit 2(c) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(d) Purchase Contract dated as of November 18, 1992 by and between Cinamerica Theatres, L.P. and Carmike Cinemas, Inc.(filed as Exhibit 2(d) to the Company's 1992 Form 10-K and incorporated herein by reference). 2(e) Asset Purchase Agreement dated November 19, 1993 by and between Manos Enterprises, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(e) to the Company's Form 10K for the fiscal year ended December 31, 1993 (the "1993 Form 10-K") and incorporated herein by reference). 2(f) Asset Purchase Agreement dated January 21, 1994 by and between General Cinema Corp. of Georgia, General Cinema Corp. of Virginia, General Cinema Corp. of West Virginia and Carmike Cinemas, Inc. (filed as Exhibit 2(f) to the Company's 1993 Form 10-K and incorporated herein by reference).
23
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 2(g) Asset Purchase Agreement dated May 18, 1994 by and between Cinema World, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(a) to the Company's Form 8-K filed on June 6, 1994 and incorporated herein by reference). 2(h) Agreement dated as of March 17, 1995 by and between Floyd Theatres, Inc., Tallahassee Theatres, Inc., Floyd Theatres of Georgia, Inc., MasTec, Inc. and Carmike Cinemas, Inc.(filed as Exhibit 2(h) to the Company's Form 10-K for fiscal year ended December 31, 1994 (the "1994 Form 10-K") and incorporated herein by reference). 2(i) Agreement dated as of June 2, 1995 by and between Carmike Cinemas, Inc. and Plitt Theatres, Inc. (filed as Exhibit 12 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1995, and incorporated herein by reference). 2(j) Agreement dated as of September 8, 1995 by and between Midcontinent Theatre Company of Minnesota, Midcontinent Theatre Company of South Dakota, Midcontinent Theatre Company of North Dakota and Carmike Cinemas, Inc. (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference). 2(k) Agreement dated as of October 19, 1995 by and between Cinemark USA, Inc., Carmike Cinemas, Inc. and Eastwynn Theatres, Inc. (filed as Exhibit 5 to the Company's Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference). 2(l) Asset Purchase Agreement dated as of January 25, 1996 by and between Fox Theatres Corp., Carmike Cinemas, Inc. and Eastwynn Theatres, Inc.(filed as Exhibit 2(l) to the Company's Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference).
24
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 3(a)(i) Restated Certificate of Incorporation of the Company (filed as Exhibit 3(a) to the Company's Form 10-Q for the fiscal quarter ended June 30, 1995, and incorporated herein by reference). 3(a)(ii) Certificate of Amendment of Restated Certificate of Incorporation (filed as Exhibit 3(b) to the Company's Form 10-Q for the quarter ended June 30, 1995, and incorporated herein by reference). 3(b) By-Laws of the Company (filed as Exhibit 3(b) to the Company's Form 10-K for the fiscal year ended December 31, 1987 (the "1987 Form 10-K"), and incorporated herein by reference). 4(a) Note Purchase Agreement dated as of June 1, 1990 with respect to 10.53% Senior Notes due 2005 (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated herein by reference). 4(b) Note Purchase Agreement dated as of March 1, 1992 with respect to 7.90% Senior Notes due 2002 (filed as Exhibit 4(c) to the Company's Form l0-K for the year ended December 31, 1991, and incorporated herein by reference). 4(c) Note Purchase Agreement dated as of April 15, 1993 with respect to 7.52% Senior Notes due 2003 (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1993, and incorporated herein by reference). 4(d) Zero Coupon Convertible Subordinated Note due June 1, 1998 (filed as Exhibit 4(e) to the Company's 1993 Form 10-K, and incorporated herein by reference).
25
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 4(e) Credit Agreement dated as of April 23, 1996 among Carmike Cinemas, Inc., various banks and Wachovia Bank of Georgia, N.A., as Agent (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter ended March 31, 1996, and incorporated herein by reference). 10(a) 1986 Carmike Cinemas, Inc. Class A Stock Option Plan, as amended, together with form of Stock Option Agreement (filed as Exhibit 10(a) to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 10(b) Downtown Development Authority of Columbus, Georgia $4,500,000 Industrial Development Revenue Bonds (Martin Theatres, Inc. Project), Series 1985 (filed as Exhibit 10(d) to Amendment No. 1 to the Company's Registration Statement on Form S-1, No. 33-8007 on October 10, 1986, and incorporated herein by reference). 10(c) Employment Agreement dated August 30, 1986 by and between C. L. Patrick and the Company, as amended on October 31, 1986 and January 1, 1990 (filed as Exhibit 10(e) to the Company's Registration Statement on Form S-1, Commission File No. 33-33558, and incorporated herein by reference). 10(d) Employment Agreement dated January 1, 1993 by and between Michael W. Patrick and the Company, (filed as Exhibit 10(e) to the Company's 1992 Form 10-K and incorporated herein by reference). 10(e) Aircraft Lease dated July 1, 1983, as amended June 30, 1986, by and between C.L.P. Equipment and the Company (filed as Exhibit 10(h) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference).
26
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 10(f) Equipment Lease Agreement dated December 17, 1982 by and between Michael W. Patrick and the Company (Kingsport, Tennessee) (filed as Exhibit 10(i) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(g) Equipment Lease Agreement dated January 29, 1983 by and between Michael W. Patrick and the Company (Valdosta, Georgia) (filed as Exhibit 10(j) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(h) Equipment Lease Agreement dated November 23, 1983 by and between Michael W. Patrick and the Company (Nashville (Belle Meade), Tennessee) (filed as Exhibit 10(k) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(i) Equipment Lease Agreement dated December 17, 1982 by and between Michael W. Patrick and the Company (Opelika, Alabama) (filed as Exhibit 10(l) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(j) Equipment Lease Agreement dated July 1, 1986 by and between Michael W. Patrick and the Company (Muskogee and Stillwater, Oklahoma) (filed as Exhibit 10(m) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference). 10(k) Equipment Lease Agreement dated December 17, 1982 by and between C. L. Patrick and the Company (Eastridge, Tennessee) (filed as Exhibit 10(n) to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference).
27
Page Number Exhibit in Manually Number Description Signed Original - ------ ----------- --------------- 10(l) Summary of Extensions of Equipment Lease Agreements, which are Exhibits 10(f), 10(g), 10(h), 10(i), and 10(k) (filed as Exhibit 10(o) to the 1987 Form 10-K and incorporated herein by reference). 10(m) Summary of Extensions of the Equipment Lease Agreements, which are Exhibits 10(f), 10(g), 10(h), 10(i) and 10(k) as extended as shown in Exhibit 10(m) (filed as Exhibit 10(n) to the Company's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10(n) Summary of Extensions of Aircraft Lease Agreement and Equipment Lease Agreement which are Exhibits 10(e) and 10(k) (filed as Exhibit 10(o) to the Company's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10(o) Carmike Cinemas, Inc. Deferred Compensation Agreement and Trust Agreement dated as of January 1, 1990 (filed as Exhibit 10(u) to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). *11 Statement re: Computation of Earnings per share. *13 1996 Annual Report to Shareholders of Carmike Cinemas, Inc. (with the exception of the information expressly incorporated by reference in Items 5, 6, 7 and 8, this Annual Report is not to be deemed "filed" with the Securities and Exchange Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934). *21 List of Subsidiaries. 23 Consent of Ernst & Young LLP *27 Financial Data Schedule (for SEC use only)
- ----------------- * Previously filed. EX-23 2 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in this amended Annual Report on Form 10-K/A of Carmike Cinemas, Inc. for the year ended December 31, 1996, of our report dated February 3, 1997, included in the 1996 Annual Report to Shareholders of Carmike Cinemas, Inc. and subsidiaries. We also consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-13723 and Form S-8 No. 33-48011) pertaining to the stock option plan of Carmike Cinemas, Inc. and subsidiaries of our report dated February 3, 1997, included in the 1996 Annual Report to Shareholders of Carmike Cinemas, Inc. and subsidiaries which is incorporated by reference in the amended Annual Report on Form 10-K/A of Carmike Cinemas, Inc. for the year ended December 31, 1996. /s/ ERNST & YOUNG LLP Columbus, Georgia October 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----