-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MMrP/I+qhGuH9yi3jgZwgYYPeEEA2fabhRoheGf5N/ibQU1c+1DPlabN83zdkvbl QgwOjhp7uaXIDobPHYWz3Q== 0000950144-95-001398.txt : 19950516 0000950144-95-001398.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950144-95-001398 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 95539866 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-Q 1 CARMIKE CINEMAS,INC. FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended MARCH 31, 1995. 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 incorporation or organization) (I.R.S. Employer Identification No.) 1301 FIRST AVENUE, COLUMBUS, GEORGIA 31901-2109 (Address of principal Executive Offices) (Zip Code)
(706) 576-3400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class A Common Stock, $.03 par value -- 9,740,101 shares outstanding as of May 11, 1995 Class B Common Stock, $.03 par value -- 1,420,700 shares outstanding as of May 11, 1995 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1995 1994 ----------- ------------ (Unaudited) (000's omitted) ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,396 $ 17,872 Short-term investments 6,993 4,815 Accounts and notes receivable 2,856 3,814 Inventories 2,193 1,939 Prepaid expenses 4,758 5,025 -------- -------- TOTAL CURRENT ASSETS 19,196 33,465 OTHER ASSETS 7,312 7,006 PROPERTY AND EQUIPMENT - Note C 403,218 381,851 Less accumulated depreciation and amortization 93,600 87,880 -------- -------- 309,618 293,971 EXCESS OF COST OVER FAIR VALUE OF TANGIBLE ASSETS ACQUIRED -- Note C 44,172 43,156 -------- -------- $380,298 $377,598 ======== ========
3
March 31, December 31, 1995 1994 ----------- ------------ (Unaudited) (000's omitted) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 17,560 $ 23,478 Accrued expenses 7,815 11,327 Current maturities of long-term debt and capital lease obligations 8,881 9,352 -------- -------- TOTAL CURRENT LIABILITIES 34,256 44,157 LONG-TERM DEBT - less current maturities 17,841 3,495 SENIOR NOTES 118,182 118,182 CAPITAL LEASE OBLIGATIONS - less current maturities 19,087 19,245 CONVERTIBLE SUBORDINATED DEBT 3,112 3,051 DEFERRED INCOME TAXES 17,912 17,512 SHAREHOLDERS' EQUITY Class A Common Stock, $.03 par value, authorized 15,000,000 shares, issued 9,740,101 and 9,738,101 shares, respectively 292 292 Class B Common Stock, $.03 par value, authorized 5,000,000 shares, issued and outstanding 1,420,700 shares 43 43 Paid-in capital 99,773 99,763 Retained earnings 69,800 71,858 -------- -------- 169,908 171,956 -------- -------- $380,298 $377,598 ======== ========
See accompanying notes to condensed consolidated financial statements. 3 4 CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended March 31, 1995 1994 -------- -------- (000's omitted except per share data) REVENUES Admissions $ 45,362 $ 47,652 Concessions and other 18,536 19,780 -------- -------- 63,898 67,432 COSTS AND EXPENSES Film rentals 20,459 22,577 Concession costs 2,650 2,812 Other theatre operating costs 33,197 28,849 General and administrative 1,235 1,081 Depreciation and amortization 6,113 5,343 -------- -------- 63,654 60,662 -------- -------- OPERATING INCOME 244 6,770 Interest expense 3,673 4,012 -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (3,429) 2,758 Income taxes (1,371) 1,103 -------- -------- NET INCOME (LOSS) (2,058) $ 1,655 ======== ======== NET INCOME (LOSS) PER SHARE $ (.18) $ .20 ======== ========
See accompanying notes to condensed consolidated financial statements. 4 5 CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1995 1994 ------------ ------------ (000's omitted) OPERATING ACTIVITIES Net income (loss) $ (2,058) $ 1,655 Items which did not use cash: Depreciation and amortization 6,113 5,343 Deferred income taxes 400 251 Gain on sale of productive property and equipment -0- (50) Changes in operating assets and liabilities: Accounts and notes receivable and inventories 704 1,186 Prepaid film rental and expenses 267 139 Accounts payable and employee compensation (5,918) (2,190) Accrued expenses (3,512) (158) -------- -------- NET CASH PROVIDED BY (USED IN) OPERATIONS (4,004) 6,176 INVESTING ACTIVITIES Purchases of property and equipment (9,490) (5,754) Purchases of assets from other theatre operators (13,250) (7,058) Disposals of property and equipment 4 63 Decrease (increase) in: Short-term investments (2,178) 18,388 Other (336) (591) -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (25,250) 5,048 FINANCING ACTIVITIES Debt and other liabilities: Additional borrowings 28,000 -0- Repayments (14,222) (2,076) -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 13,778 (2,076) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (15,476) 9,148 Cash and cash equivalents at beginning of period 17,872 10,649 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,396 $ 19,797 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 6 CARMIKE CINEMAS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1995 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. NOTE B --REVOLVING CREDIT FACILITY On May 4, 1994, the Company entered into a Credit Agreement (the "Agreement") with four banks to provide a revolving line of credit of up to $100,000,000 for working capital, acquisitions and other general corporate purposes. The Agreement has a three year revolving credit period, 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 rates based on either the base rate of Wachovia Bank of Georgia, N.A. or LIBOR + .4375% and is required to pay annual fees of .125% on the full amount of the facility and annual fees of .075% on the unused part of the commitment. 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 Agreement contains certain restrictive provisions which, among other things, limit additional indebtedness of the Company, limit dividend and other restricted payments, require that certain debt to capitalization ratios be maintained and require minimum levels of cash flows. At March 31, 1995 the Company had $14,700,000 outstanding under this facility. Under the terms of this Agreement, no payments are due until after May 3, 1997, nor does the Company anticipate reducing the amount outstanding at March 31, 1995. Accordingly, no amounts have been classified as current maturities in the accompanying Condensed Consolidated Financial Statements. 6 7 CARMIKE CINEMAS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1995 NOTE C -- ACQUISITIONS The Company's acquisitions in 1995 and 1994 have been accounted for under the purchase method of accounting. Under the purchase method of accounting, the results of operations of the acquired businesses are included in the accompanying consolidated statements as of their respective acquisition dates. The assets and liabilities of acquired businesses are included based on an allocation of the purchase price. In separate transactions, the Company acquired certain assets and businesses as follows:
Number of Approximate -------------------- Seller Purchase Price Theatres Screens Effective Date ------ -------------- -------- ------- -------------- (in thousands) 1995: Carolina Cinema Corp. $ 750 2 7 February 10, 1995 Theatre Developers, Inc. 1,200 1 8 February 24, 1995 MasTec, Inc. 11,300 21 83 March 17, 1995 1994: General Cinema Corp. and subsidiaries 6,400 6 28 January 21, 1994 General Cinema Corp. of Louisiana 5,800 4 20 May 20, 1994 Cinema World, Inc. 38,100 38 176 May 20, 1994
The excess of purchase prices over net assets of businesses acquired has been recorded as an intangible asset. Amounts recorded were $1,300,000 to date in 1995 and $18,733,000 in 1994. Pro-forma results have not been presented for the 1995 acquisitions as they were not significant during the periods presented. The pro-forma unaudited results of operations below do not purport to represent what the Company's actual results of operations would have been had the 1994 acquisition of Cinema World, Inc. occurred on January 1, 1994 and should not serve as a forecast of the Company's operating results for any future periods. 7 8 CARMIKE CINEMAS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1995 NOTE C -- ACQUISITIONS (CONTINUED) Unaudited pro-forma results of the Cinema World, Inc. acquisition are as follows (in thousands):
Quarter Ended March 31 1994 -------------- Revenues $ 76,970 Net income 1,996 Earnings per share .24
The above pro-forma income statement data gives effect to the acquisition of assets from Cinema World, Inc. as if the acquisition had occurred at January 1, 1994. The pro-forma adjustments are based upon available information and certain assumptions that management believes reasonable. The adjustments to the historical data are as follows: a. General and administrative costs were reduced to reflect the incremental amount of general and administrative costs the Company estimates it would have incurred over the applicable time period. b. Depreciation expense was adjusted to reflect depreciation based upon the Company allocation of the acquisition purchase price. c. Interest expense has been adjusted to reflect debt incurred at borrowing rates of 4.5% to 5%. NOTE D - SUBSEQUENT EVENT Effective May 12, 1995, the Company purchased certain assets consisting of five theatres (11 screens) and assumed certain contractual liabilities of Rocky Mountain Resorts, Inc. for a cash purchase price of $1,540,000. 8 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Comparison of Three Months Ended March 31, 1995 and March 31, 1994 RESULTS OF OPERATIONS Total revenues for the quarter ended March 31, 1995 decreased 5.2% to $63,898,000 from $67,432,000 for the quarter ended March 31, 1994. This decrease consists of a $2,290,000 decrease in admissions and a $1,244,000 decrease in concessions and other. The decreases are attributed to a 19.7% decline in attendance on a same screen comparison, resulting from a lack of popular films available during the quarter ended March 31, 1995, partially offset by additional attendance from the acquisitions completed in May, 1994 and to date in 1995. (See Note C of Notes to Condensed Consolidated Financial Statements). Cost of operations (film rentals, concession costs and other theatre operating costs) increased 3.8% to $56,306,000 in the quarter ended March 31, 1995 from $54,238,000 in the quarter ended March 31, 1994. This dollar increase is due to the increased number of screens in operation. As a percentage of total revenues, cost of operations increased to 88.1% of total revenues from 80.4%. This percentage increase is due primarily to the level of fixed costs, such as occupancy costs, managers salaries and utilities, included in this cost category that do not vary with decreases in sales and attendance levels. General and administrative costs increased 14.2% from $1,081,000 to $1,235,000 and increased as a percentage of total revenues from 1.6% to 1.9%. The dollar increase is due to increased salary costs whereas the percentage increase is due to the decline in attendance and revenues discussed above. Depreciation and amortization increased 14.4% from $5,343,000 for the quarter ended March 31, 1994 to $6,113,000 for the quarter ended March 31, 1995 and as a percentage of total revenues increased from 7.9% to 9.6% due to the acquisitions and expansions in 1994 and 1995 and due to the fixed nature of the costs. Interest expense for the quarter ended March 31, 1995 decreased 8.4% to $3,673,000 from $4,012,000 in the comparable quarter of 1994, due to the decrease in the average amount of outstanding debt. (See Note B of Notes to Condensed Consolidated Financial Statements). 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. 9 10 The Company's capital requirements arise principally in connection with new theatre openings and acquisitions of existing theatres and theatre circuits. New theatre openings and acquisitions typically have been financed with internally generated cash and by debt financings, including borrowings under the Company's revolving credit facility. The Company believes that its presently anticipated capital needs for theatre construction and possible acquisitions will be satisfied by the short-term investments on hand, the revolving credit line, additional bank financing, private placements of debt, internally generated cash flow and, where appropriate, future lease financing. At May 11, 1995, the Company had approximately $7,900,000 in cash and short-term investments on hand approximately $80,000,000 was available under the Company's revolving credit facility. 10 11 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits 11 - Statement re: computation of earnings per share 27 - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K None 11 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARMIKE CINEMAS, INC. (Registrant) Date: May 15, 1995 By: Michael W. Patrick ---------------- ------------------------------ Michael W. Patrick - President (Chief Executive Officer) Date: May 15, 1995 By: John O. Barwick, III ---------------- ------------------------------ John O. Barwick, III - Vice President Finance (Chief Accounting and Financial Officer) 12 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE ($000's omitted, except for per share data)
Three Months Ended March 31, 1995 1994 -------- -------- (000's omitted except for per share data) Average Shares outstanding 11,160 7,976 Net effect of dilutive stock options based on the treasury stock method using average market price 95 181 -------- -------- TOTALS 11,255 8,157 ======== ======== NET INCOME (LOSS) $ (2,058) $ 1,655 ======== ======== NET INCOME (LOSS) PER SHARE $ (.18) $ .20 ======== ========
Note: Fully diluted calculation is not presented because dilution is less than 3%. 13 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF CARMIKE CINEMAS, INC. FOR THE QUARTER ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. US DOLLARS 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1,000 2,396 6,993 2,856 0 2,193 19,196 403,218 93,600 380,298 34,256 0 292 0 0 169,616 380,298 63,898 63,898 23,109 56,306 7,348 0 3,673 (3,429) (1,371) (2,058) 0 0 0 (2,058) (.18) (.18)
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