-----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, FvSh9NSrSrfHCEXLgvxl4k2dudH2HknMT+gY7L0xh26xlJkgwAfzr1ogSuEFuRln VudZseEqqX3YlUy2G8Bk2A== 0000950144-98-012929.txt : 19981209 0000950144-98-012929.hdr.sgml : 19981209 ACCESSION NUMBER: 0000950144-98-012929 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: 7830 IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11604 FILM NUMBER: 98751648 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. 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 SEPTEMBER 30, 1998 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 -- 9,942,487 shares outstanding as of November 10, 1998 Class B Common Stock, $.03 par value -- l,420,700 shares outstanding as of November 10, 1998 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ (Unaudited) (000's omitted) ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,843 $ 16,545 Short-term investments 800 3,042 Recoverable construction allowances under capital leases -0- 2,100 Accounts and notes receivable 3,174 758 Inventories 3,761 3,082 Prepaid expenses 5,909 5,448 ----------- ---------- TOTAL CURRENT ASSETS 19,487 30,975 OTHER ASSETS 23,041 23,817 PROPERTY AND EQUIPMENT Total cost 751,278 646,161 Accumulated depreciation & amortization (173,003) (149,105) ------------ ------------- 578,275 497,056 EXCESS OF COST OVER FAIR VALUE OF TANGIBLE ASSETS ACQUIRED 66,760 68,149 ----------- ----------- $ 687,563 $ 619,997 =========== ===========
2 3
SEPTEMBER 30, DECEMBER 31, 1998 1997 ------------- ------------ (Unaudited) (000's omitted) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 20,962 $ 26,122 Accrued expenses 22,437 17,833 Current maturities of long-term debt and capital lease obligations - Note B 31,787 19,077 ----------- ---------- TOTAL CURRENT LIABILITIES 75,186 63,032 LONG TERM LIABILITIES Long-term debt, less current maturities-Note B 277,061 222,242 Senior notes, less current maturities 65,909 79,870 Capital lease obligations, less current maturities 38,772 39,550 Deferred income taxes 14,431 12,431 ----------- ------------ 396,173 354,093 SHAREHOLDERS' EQUITY Class A Common Stock, $.03 par value, one vote per share, authorized 22,500,000 shares, issued 9,942,487 and 9,918,587 shares, respectively 298 298 Class B Common Stock, $.03 par value, ten votes per share, authorized 5,000,000 shares, issued and outstanding 1,420,700 shares 43 43 Paid-in capital 105,093 104,677 Retained earnings 110,770 97,854 ----------- ------------ 216,204 202,872 ----------- ----------- $ 687,563 $ 619,997 =========== ===========
See accompanying notes to condensed consolidated financial statements. 3 4 CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1998 1997 1998 1997 -------- -------- -------- -------- (000's omitted except per share data) REVENUES Admissions $ 92,126 $ 88,626 $248,777 $241,473 Concessions and other 42,594 40,110 113,783 105,794 -------- -------- -------- -------- 134,720 128,736 362,560 347,267 COSTS AND EXPENSES Film exhibition costs 47,027 47,571 132,128 126,166 Concession costs 5,445 5,382 15,056 13,763 Other theatre operating costs 49,738 46,532 141,795 132,402 General and administrative 1,820 1,485 5,319 4,713 Depreciation and amortization 9,769 8,346 27,843 24,183 -------- -------- -------- -------- 113,799 109,316 322,141 301,227 -------- -------- -------- -------- OPERATING INCOME 20,921 19,420 40,419 46,040 Interest expense 6,792 6,148 19,586 16,791 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 14,129 13,272 20,833 29,249 Income taxes 5,369 5,044 7,917 11,115 -------- -------- -------- -------- NET INCOME $ 8,760 $ 8,228 $ 12,916 $ 18,134 ======== ======== ======== ======== NET INCOME PER SHARE Basic $ .77 $ .73 $ 1.14 $ 1.61 ======== ======== ======== ======== Diluted $ .77 $ .72 $ 1.13 $ 1.59 ======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements. 4 5 CARMIKE CINEMAS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1998 1997 ----------- ------------ (000's omitted) OPERATING ACTIVITIES Net income $ 12,916 $ 18,134 Items which did not use cash: Depreciation and amortization 27,843 24,183 Deferred income taxes 2,000 -0- Gain on sale of property and equipment (1,257) (2,130) Changes in operating assets and liabilities: Accounts and notes receivable and inventories (3,095) (2,927) Prepaid expenses (461) (2,051) Accounts payable (5,159) (4,531) Accrued expenses 4,604 6,015 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 37,391 36,693 INVESTING ACTIVITIES Purchases of property and equipment (107,841) (104,770) Purchases of assets from other theatre operators -0- (16,800) Disposals of property and equipment 1,682 5,214 Decrease (increase) in: Short-term investments 2,242 4,681 Other 519 (6,227) ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (103,398) (117,902) FINANCING ACTIVITIES Debt and other liabilities: Borrowings under revolving credit line 2,317,500 1,598,500 Repayments of revolving credit line (2,246,000) (1,513,000) Payments on long term obligations (18,710) (11,177) Issuance of Class A Common Stock 415 4,757 Recoverable construction allowances under capital leases 2,100 (2,827) ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 55,305 76,253 ----------- ----------- DECREASE IN CASH AND CASH EQUIVALENTS (10,702) (4,956) Cash and cash equivalents at beginning of period 16,545 5,569 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,843 $ 613 =========== ===========
See accompanying notes to condensed consolidated financial statements. 5 6 CARMIKE CINEMAS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1998 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 and nine-month periods ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. 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, 1997. NOTE B -- REVOLVING CREDIT FACILITY On October 17, 1997, the Company entered into a credit agreement (the "1997 Credit Agreement") with a consortium of twelve banks which provides a revolving line of credit of up to $275 million for working capital, acquisitions and other general corporate purposes. The revolving line of credit under the 1997 Credit Agreement is available for a five-year period. The Company has the option to borrow at rates based on either the base rate of Wachovia Bank, N.A. or LIBOR + .875% and is required to pay annual fees of .30% on the full amount of the facility. The interest rate and facility fees are subject to adjustment based upon the Company's ratio of defined funded debt to defined cash flows. On August 3, 1998, Wachovia Bank of Georgia, N.A. provided the Company a $50 million loan (the "Loan") (the Loan and the 1997 Credit Agreement are collectively known as the "Bank Agreements"). The Loan matures December 31, 1998 and the Company pays interest under the Loan at the same rates as under the 1997 Credit Agreement. At September 30, 1998, $16.5 million was outstanding under this facility. At September 30, 1998, the Company had $33.5 million available for borrowings under the Bank Agreements. The Company has classified all amounts outstanding under the 1997 Credit Agreement as long-term in the accompanying Consolidated Balance Sheets because management intends that at least that amount would remain outstanding during 1998. The Company entered into amendments effective September 29, 1998 with respect to each of the Bank Agreements in order to modify certain of the financial covenants contained therein. 6 7 CARMIKE CINEMAS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1998 NOTE C -- EARNINGS PER SHARE
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ------- ------- ------- ------- WEIGHTED AVERAGE SHARES OUTSTANDING Basic 11,362 11,339 11,355 11,257 Effect of dilutive securities - Employee stock options 53 115 70 118 ------- ------- ------- ------- Diluted 11,415 11,454 11,425 11,375 ======= ======= ------- ------- NET INCOME $ 8,760 $ 8,228 $12,916 $18,134 ======= ======= ======= ======= EARNINGS PER COMMON SHARE Basic $ .77 $ .73 $ 1.14 $ 1.61 ======= ======= ======= ======= Diluted $ .77 $ .72 $ 1.13 $ 1.59 ======= ======= ======= =======
NOTE D - ACCOUNTING POLICIES NOT YET ADOPTED In June 1998, the FASB issued Statement No. 133, Accounting for Derivative Instruments and for Hedging Activities. Statement No. 133 provides a comprehensive standard for the recognition and measurement of derivatives and hedging activities. Statement No. 133 requires all derivatives to be recorded on the balance sheet at fair value and establishes "special accounting" for the different types of hedges. Though the accounting treatment and criteria for each type of hedge is unique, they all result in recognizing offsetting changes in value or cash flows of both the hedge and the hedged item in earnings in the same period. Changes in the fair value of derivatives that do not meet the hedge criteria are included in earnings in the period of the change. In April 1998, AcSEC issued SOP 98-5, Reporting on the Costs of Start-Up Activities. Start-up costs, including organizational costs, are expensed as incurred under SOP 98-5. Upon adoption, SOP 98-5 requires the write-off, as a cumulative effect of a change in accounting principle, of any previously capitalized start-up or organizational costs. The Company plans to adopt Statement No. 133 in 2000 and SOP 98-5 in 1999, but has not yet completed its analysis of the impact, if any, that Statement No. 133 and SOP 98-5 may have on its financial statements. 7 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 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, 1997 (the "1997 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 with respect to future events, trends, market conditions and financial performance, among other matters. Without limiting the generality of the foregoing, the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "seek," and similar expressions, when used in this report and in such other statements, are intended to identify forward-looking statements. 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, the effect of consolidations in the movie exhibition industry and competition with other forms of entertainment and representations by the Company's vendors and counterparties as to Year 2000 issues, as well as those factors discussed or identified from time to time in the Company's filings with the SEC, including, but not limited to, the Company's 1997 Form 10-K. RESULTS OF OPERATIONS Total revenues for the quarter ended September 30, 1998 increased 4.6% to $134.7 million from $128.7 million for the quarter September 30, 1997. This increase consists of a $3.5 million increase in admissions and a $2.5 million increase in concessions and other. The increases are attributed to additional revenues generated by the increased number of screens in operation, an increase in the average admission sale per patron, and an increase in the average concession sale per patron. For the quarter ended September 30, 1998, the Company's average admission price was $4.21, its average concession sale per patron was $1.79 and revenue per average screen was $48,936. For the quarter ended September 30, 1997, the Company's average admission price was $4.17, its average concession sale per patron was $1.68 and revenue per average screen was $47,609. Total revenues for the nine months ended September 30, 1998 increased 4.4% to $362.6 million from $347.3 million for the nine months ended September 30, 1997. This increase consists of a $7.3 million increase in admissions and a $8.0 million increase in concessions and other. These increases are due primarily to the additional revenues generated by the increase in the number of screens in operation, increases in admission prices, and an increase in the average concession sale per patron. For the nine months ended September 30, 1998, the Company's average admission price was $4.25, its average concession sale per patron was $1.78 and revenue per average screen was $132,612. For the nine months ended September 30, 1997, the Company's average admission price was $4.23, its average concession sale per patron was $1.67 and revenue per average screen was $132,444. 8 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Cost of operations (film exhibition costs, concession costs and other theatre operating costs) increased 2.7% from $99.5 million for the quarter ended September 30, 1997 to $102.2 million for the quarter ended September 30, 1998. This dollar increase is due to the increased number of screens in operation. As a percentage of total revenues, cost of operations decreased to 75.9% of total revenues in the quarter ended September 30, 1998 from 77.3% for the quarter ended September 30, 1997 due to a lower level of film exhibition costs as a percentage of total revenues combined with a reduction in the cost of concessions. Cost of operations for the nine months ended September 30, 1998 increased 6.1% from $272.3 million for the nine months ended September 30, 1997 to $289.0 million, due to the increased number of screens in operation, plus a higher level of film exhibition costs paid due to films that did not play for an extended period of time and a slight increase in concession costs. As a percentage of total revenues, cost of operations increased from 78.4% of total revenues to 79.7% of total revenues in the nine months ended September 30, 1998 for the reasons enumerated above. General and administrative costs for the quarter ended September 30, 1998 increased to 1.4% of total revenues from 1.2% of total revenues for the quarter ended September 30, 1997 primarily due to increased staffing. General and administrative costs for the nine months ended September 30, 1998 increased to 1.5% of total revenues from 1.4% of total revenues for the quarter ended September 30, 1997. Depreciation and amortization increased to $9.8 million for the quarter ended September 30, 1998 from $8.3 million due to additional depreciation and amortization from the Company's expansions in 1997 and 1998. Depreciation and amortization for the nine months ended September 30, 1998 increased from $24.2 million to $27.8 million due to additional depreciation and amortization from the Company's acquisitions and expansions in 1997 and 1998. Interest expense for the quarter ended September 30, 1998 increased to $6.8 million from $6.1 million due to the increase in the average amount of outstanding debt and increase in the rate the Company is paying under its loan agreements. Interest expense for the nine months ended September 30, 1998 increased to $19.6 million from $16.8 million for the nine months ended September 30, 1997 due to the increase in the average amount of outstanding debt. 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 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On October 17, 1997, the Company entered into a new credit agreement (the "1997 Credit Agreement") with a consortium of twelve banks which provides a revolving line of credit of up to $275 million for working capital, acquisitions and other general corporate purposes. The revolving line of credit under the 1997 Credit Agreement is available for a five-year period. The Company has the option to borrow at interest rates based on either the bank base rate or LIBOR plus .875% and is required to pay annual commitment fees of .30% 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. On August 3, 1998, Wachovia Bank of Georgia, N.A. provided the Company a $50 million loan (the "Loan") (the Loan and the 1997 Credit Agreement are collectively referred to herein as the "Bank Agreements"). As amended, the Loan matures December 31, 1998 and bears interest at the same rates as the 1997 Credit Agreement. At September 30, 1998, $16.5 million was outstanding under this facility. The Bank Agreements, as well as certain outstanding unsecured notes of the Company held by institutional investors (the "Senior Notes") and a master lease facility with Movieplex Realty Leasing L.L.C. (the "Master Lease," and, together with the Bank Agreements and Senior Notes, the "Financing Arrangements") contain 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 entered into amendments effective September 29, 1998 or September 30, 1998, as the case may be, with respect to each of the Financing Arrangements in order to gain relief from certain of the financial covenants contained therein. Following these amendments, the Company is in compliance with all of the terms of its Financing Arrangements. 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 the first nine months of 1998, such capital expenditures totaled $107.8 million. The Company estimates that total capital expenditures for 1998 will be approximately $150.0 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 lines (see Note B of the Notes to Condensed Consolidated Financial Statements (Unaudited) herein), 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 or sale/leasebacks. On November 10, 1998, the Company had approximately $6.2 million in cash and short term investments on hand and approximately $17.0 million was available under the Company's revolving credit lines. Cash from operating activities was $37.4 million for the nine months ended September 30, 1998, compared to $36.7 million for the nine months ended September 30, 1997. The increase in cash flow from operating activities was primarily due to the increase in accounts payable. Net cash used in investing activities was $103.4 million for the nine months ended September 30, 1998 as compared to $117.9 million in the prior year period. This decrease in cash used in investing activities was primarily due to the decreased level of capital expenditures. For the nine-month periods ended September 30, 1998 and 1997, cash provided by financing activities was $55.3 million and $76.3 million, respectively. The decrease in cash provided by financing activities was due to a decreased level of net borrowings under the Company's revolving credit line combined with the repayment of a subordinated note that matured in June 1998. 10 11 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YEAR 2000 The Year 2000 issue refers generally to the data structure problem that may prevent systems from properly recognizing dates after the year 1999. The Year 2000 issue affects information technology ("IT") systems, such as computer programs and various types of electronic equipment that process date information by using only two digits rather than four digits to define the applicable year, and thus may recognize a date using "00" as the year 1900 rather than the year 2000. The issue also affects some non-IT systems, such as devices which rely on a microcontroller to process date information. The Year 2000 issue could result in system failures or miscalculations, causing disruptions of a company's operations. Moreover, even if a company's systems are Year 2000 compliant, a problem may exist to the extent that the data that such systems process is not. The Company's State of Readiness. The Company has implemented a Year 2000 compliance program designed to ensure that the Company's computer systems and applications will function properly beyond 1999. The Company's Year 2000 compliance program has three phases: (1) identification, (2) remediation (including modification, upgrading and replacement) and (3) testing. The Company's Year 2000 compliance program is an ongoing process involving continual evaluation and may be subject to a change in response to new developments. The Company has three material internal IT systems: (1) its accounting system, (2) its proprietary IQ-Zero point-of-sale system and (3) a film system through which the Company manages the booking of the films shown in its theatres. The Company has completed the identification, remediation and testing phases with respect to its accounting system. Although the Company has completed the identification and remediation phases with respect to its IQ-Zero and film systems, the testing phase will not be completed until first quarter 1999. The Company has conducted a survey of its theatres and has not identified any non-IT systems the failure of which to be Year 2000 compliant would have a material adverse effect on the Company's business, operating results or financial condition. The Company has surveyed its material vendors and suppliers (including concession, technical and film suppliers) and the financial institutions with whom it has material relationships. Based on such survey, the Company is not aware of any material third-party Year 2000 risks. Costs to Address the Company's Year 2000 Issues. The Company estimates that the cost of remediation of problems related to Year 2000 issues will be less than $50,000. This cost includes the cost of upgrading its film system. The Company's Contingency Plans. If the Company's internal IT systems are not Year 2000 compliant on a timely basis, the Company plans to operate such systems manually until any Year 2000 issues are remediated. Such remediation may result in loss of data and information and increased costs of operations. In addition, if the IQ-Zero system failed to operate properly due to Year 2000 problems, local management staff may not be able to focus their attention on their customers and theatre needs. The Company expects to maintain close contact with the third parties with whom the Company has material relationships, such as vendors, suppliers and financial institutions, during the period immediately before and after January 1, 1999 to ensure that such third parties' Year 2000 issues do not affect the Company's operations. The Risks of the Company's Year 2000 Issues. In light of its compliance efforts, the Company does not believe that the Year 2000 issue will materially adversely affect operations or results of operations, and does not expect implementation to have a material impact on the Company's financial statements. However, there can be no assurance that the Company's systems will be Year 2000 compliant prior to December 31, 1999, or that the failure of any such 11 12 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS system will not have a material adverse effect on the Company's business, operating results and financial condition. To the extent the Year 2000 problem has a material adverse effect on the business, operations or financial condition of third parties with whom the Company has material relationships, such as vendors, suppliers and financial institutions, the Year 2000 problem could also have a material adverse effect on the Company's business, results of operations and financial condition. 12 13 PART II. OTHER INFORMATION ITEM 5. Other Information On June 30, 1998, the Company executed a Settlement Agreement with the U.S. Department of Justice under Title III of the Americans with Disabilities Act("ADA"). Under this agreement, Carmike agreed to complete the readily achievable removal of barriers to accessibility, or alternatives to barrier removal, at two theatres operated by Carmike in Des Moines, Iowa. Additionally, as per the Settlement Agreement, Carmike distributed to all of its theatres a questionnaire designed to assist Carmike management in the identification of existing, potential barriers and a threshold determination of what steps might be available for removal of such existing, potential barriers. The Company constructs new theatres to be accessible to the disabled and believes it is otherwise in substantial compliance with 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. ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits 4.1 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc. $275,000,000 Credit Agreement 4.2 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc. Master Lease with Movieplex Realty Leasing, L.L.C. 4.3 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc. 7.90% Senior Notes due 2002 4.4 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc. 7.52% Senior Notes due 2003 4.5 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc. 10.53% Senior Notes due 2005 27.1 -- Financial Data Schedule (for SEC use only) 27.2 -- Restated Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K None 13 14 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: November 16, 1998 By: /s/ Michael W. Patrick ----------------------------- --------------------------------- Michael W. Patrick - President (Chief Executive Officer) Date: November 16, 1998 By: /s/ John O. Barwick, III ----------------------------- --------------------------------- John O. Barwick, III - Vice President Finance (Chief Accounting and Financial Officer) 14 EX-4.1 2 AMENDMENT DATED SEPTEMBER 29, 1998 1 EXHIBIT 4.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 29th day of September, 1998, among CARMIKE CINEMAS, INC., a Delaware corporation (the "Borrower"), WACHOVIA BANK, N.A. as Agent (the "Agent") under the Credit Agreement (as herein defined) and the BANKS named in the Credit Agreement. Background: The Borrower, the Agent and the Banks have entered into a certain Credit Agreement dated as of October 17, 1997 (the "Credit Agreement"). The Borrower, the Agent and the Banks wish to amend the Credit Agreement in certain respects, as hereinafter provided. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement. SECTION 2. Amendments. The Credit Agreement is hereby amended as follows: SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by amending and restating in their entirety the definitions of the terms "Bridge Loan Agreement" and "Lease" to read as follows: "Bridge Loan Agreement" means the Loan Agreement dated as of August 3, 1998 between the Borrower and Wachovia, providing for loans by Wachovia to the Borrower from time to time in an aggregate principal amount not exceeding $50,000,000, as amended, supplemented or otherwise modified from time to time. "Lease" means the Master Lease dated as of November 20, 1997 between Movieplex Realty Leasing, L.L.C., as Landlord, and the Borrower, as Tenant, as amended pursuant to a First Amendment to Master Lease dated as of September 29, 1998 between Movieplex Realty Leasing, L.L.C. and the Borrower. SECTION 2.2. Amendment to Section 5.04. Section 5.04 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 5.04. Ratio of Consolidated Funded Debt to Consolidated Cash Flow. At the end of each Fiscal Quarter ending as provided in the following table, the ratio of Consolidated Funded Debt at the end of such Fiscal Quarter to Consolidated Cash Flow for the period of 4 consecutive Fiscal Quarters ending on such date will not be greater than the applicable ratio provided in the following table: 2 Fiscal Quarter Ending Applicable Ratio --------------------- ---------------- September 30, 1997 4.5 to 1.00 December 31, 1997 4.5 to 1.00 March 31, 1998 4.5 to 1.00 June 30, 1998 4.5 to 1.00 September 30, 1998 5.0 to 1.00 December 31, 1998 and thereafter 4.5 to 1.00
SECTION 2.3 Addition of Section 5.22. A new Section 5.22 is hereby added to the Credit Agreement to read in its entirety as follows: SECTION 5.22. Limitation on Consolidated Funded Debt. Neither the Borrower nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Consolidated Funded Debt, other than (i) loans made under the Bridge Loan Agreement so long as the final maturity date of any of such loans is no later than January 31, 1999, (ii) Loans under this Agreement, (iii) Consolidated Funded Debt outstanding from time to time under the Lease, (iv) Consolidated Funded Debt (other than loans or Consolidated Funded Debt described in clause (i), clause (ii) or clause (iii) of this Section) set forth or reflected on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries for the Fiscal Quarter ending September 30, 1998 delivered to the Banks pursuant to Section 5.01(b), and (v) any extension, renewal or refinancing of Consolidated Funded Debt described in clause (iv) of this Section made on terms no less favorable to the Borrower or such Restricted Subsidiary than the terms of the Consolidated Funded Debt being so extended, renewed or refinanced immediately prior to such extension, renewal or refinancing. SECTION 3. No Other Amendment. Except for the amendments set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single instrument and any reference to the "Agreement" or any other defined term for the Credit Agreement in the Credit Agreement, the Notes or any certificate, instrument or other document delivered pursuant thereto shall mean the Credit Agreement as amended hereby and as it may be amended, supplemented or otherwise modified hereafter. SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants in favor of the Agent and the Banks as follows: 2 3 (a) No Default or Event of Default under the Credit Agreement has occurred and is continuing on the date hereof; (b) The Borrower has the corporate power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; (c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of the Borrower and each of this Amendment and the Credit Agreement, as amended hereby constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms; provided, that the enforceability of each of this Amendment and the Credit Agreement as amended hereby is subject to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally; and (d) The execution and delivery of this Amendment and the Borrower's performance hereunder and under the Credit Agreement as amended hereby do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower other than those which have already been obtained or given, nor be in contravention of or in conflict with the Articles of Incorporation or Bylaws of the Borrower, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Borrower is a party or by which its assets or properties are or may become bound. SECTION 5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. SECTION 6. Governing Law. This Amendment shall be deemed to be made pursuant to the laws of the State of Georgia with respect to agreements made and to be performed wholly in the State of Georgia and shall be construed, interpreted, performed and enforced in accordance therewith. SECTION 7. Effective Date. This Amendment shall become effective as of September 29, 1998, but only upon satisfaction of the following conditions precedent: (a) receipt by the Agent from the Borrower, the Guarantors and at least those Banks together constituting the Required Banks of either a duly executed signature page from a counterpart of this Amendment or a facsimile transmission of a duly executed signature page from a counterpart of this Amendment, signed by such party; (b) receipt by the Agent for the ratable account of each Bank of the fee provided for in Section 8 of this Amendment; 3 4 (c) receipt by the Agent of fully executed counterparts of amendments to the agreements pursuant to which the Senior Notes more particularly identified on Schedule A hereto were issued by the Borrower, such amendments to be in form and substance satisfactory to the Agent and the Required Banks; (d) receipt by the Agent of a fully executed counterpart of an amendment to the Lease, such amendment to be in form and substance satisfactory to the Agent and the Required Banks; and (e) receipt by the Agent of a waiver executed by Wachovia Bank, N.A. with respect to the Bridge Loan Agreement, in form and substance satisfactory to the Agent and the Required Banks. SECTION 8. Amendment Fee. On the date first set forth above, the Borrower shall pay to the Agent for the ratable account of each Bank an amendment fee equal to the product of such Bank's Commitment (irrespective of usage) as of such date multiplied by .25%. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal by their respective authorized officers as of the day and year first above written. BORROWER: CARMIKE CINEMAS, INC. By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 5 WACHOVIA BANK, N.A., as Agent and as a Bank By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 6 FIRST UNION NATIONAL BANK By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 7 SUNTRUST BANK, ATLANTA By: /s/ [SEAL] ------------------------ Title: and By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 8 THE LONG-TERM CREDIT BANK OF JAPAN, LTD. By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 9 THE BANK OF NEW YORK By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 10 FIRST AMERICAN NATIONAL BANK By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 11 THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 12 THE SANWA BANK LIMITED By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 13 THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 14 COLUMBUS BANK AND TRUST COMPANY By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 15 HIBERNIA NATIONAL BANK By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 16 THE SUMITOMO BANK, LIMITED By: /s/ [SEAL] ------------------------ Title: By: /s/ [SEAL] ------------------------ Title: [Remainder of this page intentionally left blank] 17 Consented and agreed to by the following Guarantors as of the date first set forth above: WOODEN NICKEL PUB, INC. By: /s/ [SEAL] ------------------------ Title: EASTWYNN THEATERS, INC. By: /s/ [SEAL] ------------------------ Title: MILITARY SERVICES, INC. By: /s/ [SEAL] ------------------------ Title: 18 SCHEDULE A SENIOR NOTES 1. Carmike Cinemas, Inc. 10.53% Senior Notes Due 2005, dated as of June 1, 1990, by and between Carmike Cinemas, Inc. and The Mutual Life Insurance Company of New York, AUSA Life Insurance Company, General Services Life Insurance Company, Life Investors Insurance Company of America, Monumental Life Insurance Company, Pacific Fidelity Life Insurance Company, National Old Line Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, American Enterprise Life Insurance Company 2. Carmike Cinemas, Inc. 7.90% Senior Notes Due 2002, dated as of March 3, 1992 by and between Carmike Cinemas, Inc. and Teachers Insurance and Annuity Association of America 3. Carmike Cinemas, Inc. 7.52% Senior Notes Due 2003, dated as of April 15, 1993 by and between Carmike Cinemas, Inc. and Teachers Insurance and Annuity Association of America EX-4.2 3 AMENDMENT DATED SEPTEMBER 29, 1998 1 EXHIBIT 4.2 FIRST AMENDMENT TO MASTER LEASE THIS FIRST AMENDMENT TO MASTER LEASE (this "Amendment") is made as of the 29th day of September, 1998, among MOVIEPLEX REALTY LEASING, L.L.C., a New Jersey limited liability company as Landlord ("Landlord"), and CARMIKE CINEMAS, INC., a Delaware corporation as tenant ("Tenant"). Background: The Landlord and the Tenant have entered into a certain Master Lease dated as of November 20, 1997 (the "Master Lease"). The Landlord and the Tenant wish to amend the Master Lease in certain respects, as hereinafter provided. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings assigned to them in the Master Lease. SECTION 2. Amendments. The Master Lease is hereby amended as follows: SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Master Lease is hereby amended by amending and restating in its entirety the definition of the term "Credit Agreement" to read as follows: "Credit Agreement" means the Credit Agreement dated October 17, 1997 among Tenant, each of the banks listed therein and Wachovia Bank, N.A., as agent, as heretofore amended, modified and supplemented and as further amended by that certain First Amendment dated as of September 29, 1998, among Tenant, each of the banks listed therein and Wachovia Bank, N.A., as agent. SECTION 2.2. Amendment to Section 1.01. Section 1.01 of the Master Lease is hereby further amended by adding in appropriate alphabetical order a new definition of the term "Bridge Loan Agreement" to read as follows: "Bridge Loan Agreement" means the Loan Agreement dated as of July 9, 1998 between the Tenant and Wachovia Bank, N.A., providing for loans by - - -------------------------- THIS AMENDMENT, THE LEASE AND THE LEASED PROPERTY COVERED HEREBY AND THEREBY HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF WACHOVIA BANK, N.A., AS AGENT (THE "AGENT") UNDER AND TO THE EXTENT SET FORTH IN MORTGAGES AND ASSIGNMENTS OF RENTS, EACH DATED THE DATE OF THE LEASE, BY LANDLORD IN FAVOR OF THE AGENT AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, AMENDED, OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF. TO THE EXTENT, IF ANY, THAT THIS AMENDMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE STATE), NO SECURITY INTEREST IN THIS AMENDMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE AGENT ON OR IMMEDIATELY FOLLOWING THE SIGNATURE PAGE HEREOF OR THEREOF. 2 Wachovia Bank, N.A. to the Tenant from time to time in an aggregate principal amount not exceeding $50,000,000, as amended, supplemented or otherwise modified from time to time. SECTION 2.3. Amendment to Section 2.1(v). Section 2.1(v) of the Master Lease is hereby amended and restated in its entirety to read as follows: (v) Ratio of Consolidated Funded Debt to Consolidated Cash Flow. At the end of each Fiscal Quarter ending as provided in the following table, the ratio of Consolidated Funded Debt at the end of such Fiscal Quarter to Consolidated Cash Flow for the period of 4 consecutive Fiscal Quarters ending on such date will not be greater than the applicable ratio provided in the following table:
Fiscal Quarter Ending Applicable Ratio - - --------------------- ---------------- June 30, 1997 4.5 to 1.00 September 30, 1997 4.5 to 1.00 December 31, 1997 4.5 to 1.00 March 31, 1998 4.5 to 1.00 June 30, 1998 4.5 to 1.00 September 30, 1998 5.0 to 1.00 December 31, 1998 and thereafter 4.5 to 1.00
SECTION 2.4 Addition of Section 2.1(hh). A new Section 2.1(hh) is hereby added to the Master Lease to read in its entirety as follows: (hh) Limitation on Consolidated Funded Debt. Neither the Tenant nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Consolidated Funded Debt, other than (i) loans made under the Bridge Loan Agreement so long as the final maturity date of any of such loans is no later than January 31, 1999, (ii) loans under the Credit Agreement, (iii) Consolidated Funded Debt outstanding from time to time hereunder, (iv) Consolidated Funded Debt (other than loans or Consolidated Funded Debt described in clauses (i) (ii) or (iii) of this Section) set forth or reflected on the consolidated balance sheet of the Tenant and its Restricted Subsidiaries for the Fiscal Quarter ending September 30, 1998 delivered to the Agent pursuant to Section 2.1(s)(ii), and (v) any extension, renewal or refinancing of Consolidated Funded Debt described in clauses (ii) or (iii) of this Section made on terms no less favorable to the Tenant or such Restricted Subsidiary than the terms of the Consolidated Funded Debt being so extended, renewed or refinanced immediately prior to such extension, renewal or refinancing. 2 3 SECTION 3. No Other Amendment. Except for the amendments set forth above, the text of the Master Lease shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Master Lease and this Amendment shall be construed together as a single instrument and any reference to the "Lease" or any other defined term for the Master Lease in the Master Lease, the Indenture, the Reimbursement Agreement or any certificate, instrument or other document delivered pursuant thereto shall mean the Master Lease as amended hereby and as it may be amended, supplemented or otherwise modified hereafter. SECTION 4. Representations and Warranties. The Tenant hereby represents and warrants as follows: (a) No Default or Event of Default under the Master Lease has occurred and is continuing on the date hereof; (b) The Tenant has the corporate power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; (c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of the Tenant and each of this Amendment and the Master Lease, as amended hereby constitutes the legal, valid and binding obligation of the Tenant enforceable against it in accordance with its terms; provided, that the enforceability of each of this Amendment and the Master Lease as amended hereby is subject to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally; and (d) The execution and delivery of this Amendment and the Tenant's performance hereunder and under the Master Lease as amended hereby do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Tenant other than those which have already been obtained or given, nor be in contravention of or in conflict with the Articles of Incorporation or Bylaws of the Tenant, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Tenant is a party or by which its assets or properties are or may become bound. SECTION 5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. SECTION 6. Governing Law. This Amendment shall be deemed to be made pursuant to the laws of the State of New York with respect to agreements made and to be performed wholly in the State of New York and shall be construed, interpreted, performed and enforced in accordance therewith. 3 4 SECTION 7. Effective Date. This Amendment shall become effective as of the date first set forth above, but only upon satisfaction of the following conditions precedent: (a) receipt by the Trustee from the Tenant, the Agent, the Landlord and each LC Issuer of either a duly executed signature page from a counterpart of this Amendment or a facsimile transmission of a duly executed signature page from a counterpart of this Amendment, signed by such party; (b) receipt by the Agent for the ratable account of each LC Issuer of the fee provided for in Section 8 of this Amendment; and (c) receipt by the Agent of fully executed counterparts of (i) amendments to the agreements pursuant to which the Senior Notes more particularly identified on Schedule A hereto were issued by the Borrower, (ii) an amendment to the Credit Agreement and (iii) an amendment and/or waiver to the Bridge Loan Agreement, such amendments and/or waivers to be in form and substance satisfactory to the Agent and the Lenders. SECTION 8. Amendment Fee. On the date first set forth above, the Tenant shall pay to the Agent for the ratable account of each LC Issuer an amendment fee equal to the product of such LC Issuer's Letter of Credit (as such term is defined in the Reimbursement Agreement) multiplied by .25%. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal by their respective authorized officers as of the day and year first above written. TENANT: CARMIKE CINEMAS, INC. By: /s/ [SEAL] ------------------------ Title: (signatures continued on next page) 4 5 (signatures continued from previous page) MOVIEPLEX REALTY LEASING, L.L.C. MOVIEPLEX REALTY LEASING, L.L.C. By: RANDOLPH, HUDSON & CO., INC., Manager By: /s/ ------------------------------ Name: Title: (signatures continued on next page) 5 6 (signatures continued from previous page) CONSENTED TO: WACHOVIA BANK, N.A., as Agent and as a LC Issuer By: /s/ ---------------------------------- Title: (signatures continued on next page) 6 7 (signatures continued from previous page) SUNTRUST BANK, ATLANTA, as LC Issuer By: /s/ ----------------------------------------- Title: By: /s/ ----------------------------------------- Title: (signatures continued on next page) 7 8 (signatures continued from previous page) THE BANK OF NEW YORK, as LC Issuer By: /s/ ----------------------------------------- Title: (signatures continued on next page) 8 9 (signatures continued from previous page) FIRST UNION NATIONAL BANK, as Trustee under the Indenture of Trust dated as of November 1, 1997 between Movieplex Realty Leasing, L.L.C. and First Union National Bank, as Trustee, relating to the Movieplex Realty Leasing, L.L.C. Adjustable Rate Tender Securities (Carmike Cinemas, Inc.) 1997 Series A and B By: /s/ ----------------------------------------- Title: (signatures continued on next page) 9 10 (signatures continued from previous page) THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH, as a Lender under the Reimbursement Agreement By: /s/ ----------------------------------------- Title: (signatures continued on next page) 10 11 (signatures continued from previous page) BANK OF TOKYO--MITSUBISHI, ATLANTA AGENCY, as a Lender under the Reimbursement Agreement By: /s/ ----------------------------------------- Title: 11 12 SCHEDULE A SENIOR NOTES 1. Carmike Cinemas, Inc. 10.53% Senior Notes Due 2005, dated as of June 1, 1990, by and between Carmike Cinemas, Inc. and The Mutual Life Insurance Company of New York, AUSA Life Insurance Company, General Services Life Insurance Company, Life Investors Insurance Company of America, Monumental Life Insurance Company, Pacific Fidelity Life Insurance Company, National Old Line Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, American Enterprise Life Insurance Company 2. Carmike Cinemas, Inc. 7.90% Senior Notes Due 2002, dated as of March 3, 1992 by and between Carmike Cinemas, Inc. and Teachers Insurance and Annuity Association of America 3. Carmike Cinemas, Inc. 7.52% Senior Notes Due 2003, dated as of April 15, 1993 by and between Carmike Cinemas, Inc. and Teachers Insurance and Annuity Association of America EX-4.3 4 AMENDMENT DATED SEPTEMBER 29, 1998 1 EXHIBIT 4.3 September 29, 1998 Carmike Cinemas, Inc. Carmike Plaza 1301 First Avenue Columbus, Ga 31901-2109 ATTENTION: John O. Barwick, III Vice President/Finance RE: AMENDMENT OF CARMIKE CINEMAS, INC. 7.90% SENIOR NOTES DUE 2002 Dear Sirs: Reference is made to the 7.90% Senior Notes (the "Notes") of Carmike Cinemas, Inc. (the "Company") due 2002 in the original principal amount of $25,000,000 issued pursuant to that certain Note Purchase Agreement (the "Agreement"), dated March 3, 1992, between the Company and Teachers Insurance and Annuity Association of America and their successors or assigns (hereinafter collectively referred to as the "Purchasers"). Capitalized terms used herein and not defined herein shall have the same meanings as ascribed them in the Agreement. The Company, as issuer of all the Notes, and the Purchasers do hereby agree to amend the Agreement, effective as of September 30, 1998, to delete Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new Section 6.12(d)(i) to read as follows: "(i) the ratio of all outstanding Debt of the Company and its Restricted Subsidiaries to Cash Flow at such Incurrence Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date during the period from and including September 30, 1998 through and including December 30, 1998, and (B) 4.5 to 1.0 on any Incurrence Date thereafter; and" The Purchasers do hereby waive any Event of Default, if any, arising under Section 8.1(d) of the Agreement resulting from the breach, if any, by the Company of the terms of other Debt of the Company or its Restricted Subsidiaries provided that (a) such breach pertains to the Company's failure to maintain a required ratio of indebtedness to cash flow for the period ending September 30, 1998, and (b) the holders of such other Debt have either waived such breach by the Company or have amended the terms of such Debt so that such breach no longer exists. The Company shall pay to the Purchasers upon execution of this Waiver and Amendment Agreement a fee equal to 25 basis points multiplied by the principal amount of the Notes outstanding. 2 Page Two Except as waived or amended herein, the terms of the Notes and the Agreement remain in full force and effect, without modification or waiver, and the terms of the Notes, Agreement and the Representations and Warranties contained therein are in all respects ratified and confirmed. The Company represents and warrants that there are no other defaults, or defaults which with the passage of time will become Events of Default under the terms of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment Agreement to be executed by their duly authorized officers on the day and year first above written. CARMIKE CINEMAS, INC. By: /s/ --------------------------------------- Title: /s/ ------------------------------- TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ --------------------------------------- Title: /s/ ------------------------------- The consent of Teachers Insurance and Annuity Association of America is expressly conditioned on the Company's receipt of substantially similar consents from the holders of at least 66 2/3% of the outstanding principal amount of the Notes. EX-4.4 5 AMENDMENT DATED SEPTEMBER 29, 1998 1 EXHIBIT 4.4 September 29, 1998 Carmike Cinemas, Inc. Carmike Plaza 1301 First Avenue Columbus, Ga 31901-2109 ATTENTION: John O. Barwick, III Vice President/Finance RE: AMENDMENT OF CARMIKE CINEMAS, INC. 7.52% SENIOR NOTES DUE 2003 Dear Sirs: Reference is made to the 7.52% Senior Notes (the "Notes") of Carmike Cinemas, Inc. (the "Company") due 2003 in the original principal amount of $25,000,000 issued pursuant to that certain Note Purchase Agreement (the "Agreement"), dated April 15, 1993, between the Company and Teachers Insurance and Annuity Association of America and their successors or assigns (hereinafter collectively referred to as the "Purchasers"). Capitalized terms used herein and not defined herein shall have the same meanings as ascribed them in the Agreement. The Company, as issuer of all the Notes, and the Purchasers do hereby agree to amend the Agreement, effective as of September 30, 1998, to delete Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new Section 6.12(d)(i) to read as follows: "(i) the ratio of all outstanding Debt of the Company and its Restricted Subsidiaries to Cash Flow at such Incurrence Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date during the period from and including September 30, 1998 through and including December 30, 1998, and (B) 4.5 to 1.0 on any Incurrence Date thereafter; and" The Purchasers do hereby waive any Event of Default, if any, arising under Section 8.1(d) of the Agreement resulting from the breach, if any, by the Company of the terms of other Debt of the Company or its Restricted Subsidiaries provided that (a) such breach pertains to the Company's failure to maintain a required ratio of indebtedness to cash flow for the period ending September 30, 1998, and (b) the holders of such other Debt have either waived such breach by the Company or have amended the terms of such Debt so that such breach no longer exists. The Company shall pay to the Purchasers upon execution of this Waiver and Amendment Agreement a fee equal to 25 basis points multiplied by the principal amount of the Notes outstanding. 2 Page Two Except as waived or amended herein, the terms of the Notes and the Agreement remain in full force and effect, without modification or waiver, and the terms of the Notes, Agreement and the Representations and Warranties contained therein are in all respects ratified and confirmed. The Company represents and warrants that there are no other defaults, or defaults which with the passage of time will become Events of Default under the terms of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment Agreement to be executed by their duly authorized officers on the day and year first above written. CARMIKE CINEMAS, INC. By: /s/ --------------------------------------- Title: /s/ ------------------------------- TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ --------------------------------------- Title: /s/ ------------------------------- The consent of Teachers Insurance and Annuity Association of America is expressly conditioned on the Company's receipt of substantially similar consents from the holders of at least 66 2/3% of the outstanding principal amount of the Notes. EX-4.5 6 AMENDMENT DATED SEPTEMBER 29, 1998 1 EXHIBIT 4.5 September 29, 1998 Carmike Cinemas, Inc. Carmike Plaza 1301 First Avenue Columbus, Ga 31901-2109 ATTENTION: John O. Barwick, III Vice President/Finance RE: AMENDMENT OF CARMIKE CINEMAS, INC. 10.53% SENIOR NOTES DUE 2005 Dear Sirs: Reference is made to the 10.53% Senior Notes (the "Notes") of Carmike Cinemas, Inc. (the "Company") due 2005 in the original principal amount of $75,000,000 issued pursuant to that certain Note Purchase Agreement (the "Agreement"), dated June 1, 1990, between the Company and The Mutual Life Insurance Company of New York, ALISA Life Insurance Company, General Services Life Insurance Company, Life Investors Insurance Company, Monumental Life Insurance Company, Pacific Fidelity Life Company, National Old Line Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, American Enterprise Life Insurance Company, Principal Mutual Life Insurance Company, The Equitable Life Assurance Society of the United States and their successors or assigns (hereinafter collectively referred to as the "Purchasers"). Capitalized terms used herein and not defined herein shall have the same meanings as ascribed them in the Agreement. The Company, as issuer of all the Notes, and the Purchasers do hereby agree to amend the Agreement, effective as of September 30,1998, to delete Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new Section 6.12(d)(i) to read as follows: "(i) the ratio of all outstanding Debt of the Company and its Restricted Subsidiaries to Cash Flow at such Incurrence Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date during the period from and including September 30, 1998 through and including December 30, 1998, and (B) 4.5 to 1.0 on any Incurrence Date thereafter; and" The Purchasers do hereby waive any Event of Default, if any, arising under Section 8.1(d) of the Agreement resulting from the breach, if any, by the Company of the terms of other Debt of the Company or its Restricted Subsidiaries provided that (a) such breach pertains to the Company's failure to maintain a required ratio of indebtedness to cash flow for the period ending September 30,1998, and (b) the holders of such other Debt have either waived such breach by the Company or have amended the terms of such Debt so that such breach no longer exists. 2 Page Two The Company shall pay to the Purchasers upon execution of this Waiver and Amendment Agreement a fee equal to 25 basis points multiplied by the principal amount of the Notes outstanding. Except as waived or amended herein, the terms of the Notes and the Agreement remain in full force and effect, without modification or waiver, and the terms of the Notes, Agreement and the Representations and Warranties contained therein are in all respects ratified and confirmed. The Company represents and warrants that there are no other defaults, or defaults which with the passage of time will become Events of Default under the terms of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment Agreement to be executed by their duly authorized officers on the day and year first above written. CARMIKE CINEMAS, INC. By: /s/ --------------------------------------- Title: /s/ ------------------------------- J. ROMEO & CO. By: /s/ --------------------------------------- Title: /s/ ------------------------------- PFL LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- BANKERS UNITED LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- LIFE INVESTORS INSURANCE COMPANY OF AMERICA By: /s/ --------------------------------------- Title: /s/ ------------------------------- MONUMENTAL LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- ALLIANCE CAPITAL MANAGEMENT L.P. By: /s/ --------------------------------------- Title: /s/ ------------------------------- IDS LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- IDS LIFE INSURANCE COMPANY OF NEW YORK By: /s/ --------------------------------------- Title: /s/ ------------------------------- AMERICAN ENTERPRISE LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- 3 September 29, 1998 Carmike Cinemas, Inc. Carmike Plaza 1301 First Avenue Columbus, Ga 31901-2109 ATTENTION: John O. Barwick, III Vice President/Finance RE: AMENDMENT OF CARMIKE CINEMAS, INC. 10.53% SENIOR NOTES DUE 2005 Dear Sirs: Reference is made to the 10.53% Senior Notes (the "Notes") of Carmike Cinemas, Inc. (the "Company") due 2005 in the original principal amount of $75,000,000 issued pursuant to that certain Note Purchase Agreement (the "Agreement"), dated June 1, 1990, between the Company and The Mutual Life Insurance Company of New York, ALISA Life Insurance Company, General Services Life Insurance Company, Life Investors Insurance Company, Monumental Life Insurance Company, Pacific Fidelity Life Company, National Old Line Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, American Enterprise Life Insurance Company, Principal Mutual Life Insurance Company, The Equitable Life Assurance Society of the United States and their successors or assigns (hereinafter collectively referred to as the "Purchasers"). Capitalized terms used herein and not defined herein shall have the same meanings as ascribed them in the Agreement. The Company, as issuer of all the Notes, and the Purchasers do hereby agree to amend the Agreement, effective as of September 30,1998, to delete Section 6.12(d)(i) for all time periods ending on or after September 30, 1998 thereof in its entirety and to substitute therefor a new Section 6.12(d)(i) to read as follows: "(i) the ratio of all outstanding Debt of the Company and its Restricted Subsidiaries to Cash Flow at such Incurrence Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date during the period from and including September 30, 1998 through and including December 30, 1998, and (B) 4.5 to 1.0 on any Incurrence Date thereafter; and" The Purchasers do hereby waive any Event of Default, if any, arising under Section 8.1(d) of the Agreement resulting from the breach, if any, by the Company of the terms of other Debt of the Company or its Restricted Subsidiaries provided that (a) such breach pertains to the Company's failure to maintain a required ratio of indebtedness to cash flow for the period ending September 30,1998, and (b) the holders of such other Debt have either permanently waived such breach by the Company or have amended the terms of such Debt so that such breach no longer exists, and will no longer exist for such breach. 4 Page Two The Company shall pay to the Purchasers upon execution of this Waiver and Amendment Agreement a fee equal to 25 basis points multiplied by the principal amount of the Notes outstanding. This Agreement shall not become effective until said fee has been received by each Purchaser. Except as waived or amended herein, the terms of the Notes and the Agreement remain in full force and effect, without modification or waiver, and the terms of the Notes, Agreement and the Representations and Warranties contained therein are in all respects ratified and confirmed. The Company represents and warrants that there are no other defaults, or defaults which with the passage of time will become Events of Default under the terms of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment Agreement to be executed by their duly authorized officers on the day and year first above written. CARMIKE CINEMAS, INC. By: /s/ --------------------------------------- Title: /s/ ------------------------------- PRINCIPAL LIFE INSURANCE COMPANY By: /s/ --------------------------------------- Title: /s/ ------------------------------- EX-27.1 7 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 5,843 800 3,174 0 3,761 19,487 751,278 173,003 687,563 75,186 0 0 0 341 215,863 687,563 113,783 362,560 15,056 288,979 33,162 0 19,586 20,833 7,917 12,916 0 0 0 12,916 1.14 1.13
EX-27.2 8 RESTATED FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 613 3,045 9,605 0 3,602 24,779 621,729 141,198 592,735 60,416 0 0 0 341 200,479 592,735 105,794 347,267 13,763 272,331 28,896 0 16,791 29,249 11,115 18,134 0 0 0 18,134 1.61 1.59
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