UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2011
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-14993 | 58-1469127 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
1301 First Avenue, Columbus, Georgia |
31901 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (706) 576-3400
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On March 8, 2011, Carmike Cinemas, Inc. (the Company) issued a press release announcing its financial results for the three months ended December 31, 2010 and for the year ended December 31, 2010. The press release contains information about the Companys financial condition at December 31, 2010 and results of operations for the three months ended December 31, 2010 and year ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Disclosure Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Companys beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, believes, expects, anticipates, plans, estimates or similar expressions. Examples of forward-looking statements in this Form 8-K include the Companys expectations regarding box office performance, the 3-D release schedule, fiscal year 2011 performance and the Companys strategies and operating goals, consumer spending preferences, sources of liquidity, and the availability of film product. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Companys ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:
| general economic conditions in the Companys regional and national markets; |
| the Companys ability to comply with covenants contained in its senior secured credit agreement; |
| the Companys ability to operate at expected levels of cash flow; |
| financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; |
| the Companys ability to meet its contractual obligations, including all outstanding financing commitments; |
| the availability of suitable motion pictures for exhibition in the Companys markets; |
| competition in the Companys markets; |
| competition with other forms of entertainment; |
| the effect of the Companys leverage on its financial condition; and |
| prices and availability of operating supplies; |
| the impact of continued cost control procedures on operating results; |
| the impact of asset impairments; |
| the impact of terrorist acts; |
| changes in tax laws, regulations and rates; |
| financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of our business; and |
| other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, under the caption Risk Factors. |
The Company believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of these in light of new information or future events.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit 99.1 | Press release, dated March 8, 2011. |
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 hereunto duly authorized.
CARMIKE CINEMAS, INC. | ||||
Date: March 8, 2011 | By: | /s/ Richard B. Hare | ||
Richard B. Hare | ||||
Senior Vice PresidentFinance, Treasurer and Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
Exhibit 99.1 | Press release, dated March 8, 2011. |
Exhibit 99.1
NEWS ANNOUNCEMENT
Webcast/Conference Call TODAY, Tuesday, March 8 at 5:00 p.m. ET | ||
WEBCAST LINK: | www.carmikeinvestors.com (archived for 30 days) | |
CALL DIAL-IN: | 800/949-8476 or 212/231-2900 (international callers) | |
CALL REPLAY: | 800/633-8284 or 402/977-9140; passcode: 21512087 (through March 15) |
Carmike Cinemas Reports 2010 Q4 Adjusted Net Income Per Share of $0.09 and
Adjusted EBITDA of $18.1 Million
Receives $30 Million Payment from Screenvision
COLUMBUS, GA - March 8, 2011 - Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today reported results for the three months and year ended December 31, 2010, as summarized below.
SUMMARY FINANCIAL DATA
(unaudited)
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
(in millions) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
Total revenue |
$ | 115.9 | $ | 137.1 | $ | 491.3 | $ | 513.0 | ||||||||
Operating income |
5.9 | 18.2 | 24.1 | 22.3 | ||||||||||||
Interest expense |
8.5 | 7.7 | 36.0 | 33.1 | ||||||||||||
Theatre level cash flow (1) (2) |
22.0 | 31.0 | 82.2 | 95.2 | ||||||||||||
Net (loss) income |
(3.1 | ) | 6.4 | (12.6 | ) | (15.4 | ) | |||||||||
Adjusted net income (loss) (1) (2) |
1.1 | 6.7 | (0.8 | ) | 7.6 | |||||||||||
Adjusted EBITDA (1) (2) |
18.1 | 26.6 | 64.6 | 79.1 |
(in millions) |
Dec. 31, 2010 |
Dec. 31, 2009 |
||||||
Total debt (1) |
$ | 353.4 | $ | 369.1 | ||||
Net debt (1) |
$ | 340.3 | $ | 343.4 |
(1) | Theatre level cash flow, adjusted net income (loss), adjusted EBITDA, total debt and net debt are supplemental non-GAAP financial measures. Reconciliations of theatre level cash flow and adjusted EBITDA to net income and adjusted net income (loss) to net income (loss) for the three and twelve months ended December 31, 2010 and 2009, as well as a schedule of total debt and net debt as of December 31, 2009 and 2010, are included in the supplementary tables accompanying this news announcement. |
(2) | Theatre level cash flow, adjusted net income (loss) and adjusted EBITDA exclude impairment of long lived-assets, loss on extinguishment of debt, separation agreement charges, discontinued operations, and with respect to theatre level cash flow, general and administrative expenses, as well as the impact of recording $1 million of sales and use taxes during the twelve month period ending December 31, 2010 identified as a result of an audit. The underpayment of such taxes occurred primarily in 2005 and 2006. |
The fourth quarter posed a significant headwind, both literally and figuratively as we coped with severe weather conditions as well as a slate of movies that did not live up to expectations, stated Carmike Cinemas President and Chief Executive Officer David Passman. This together with a tough comparison against the fourth quarter of 2009, which set an all time record at the box office, resulted in decreased revenues and earnings year over year. We were not alone, as the U.S. exhibition industry faced one of the most significant year over year declines in recent memory. Despite those difficult conditions, we are pleased to report progress on several fronts.
Early in the quarter our long term partnership with Screenvision was not only renewed, but strengthened with Carmike receiving a significant ownership stake and a $30 million upfront payment in exchange for extending our agreement. We also added two Big D auditoriums during Q4, with more on the way.
We continued our progress in per patron metrics, and are particularly pleased that Concessions and other revenue per patron was up year over year for the fourth consecutive quarter. We believe our focus on products, promotions and presentations on this important revenue measure is being rewarded with increased spending by our patrons.
Admissions revenue per patron in the fourth quarter rose as a result of a higher ratio of premium tickets sold in 2010 compared to 2009. We remain committed to and believe that audiences appreciate and are willing to pay for a premium movie experience in our markets. Twenty seven percent of our box office revenues were from 3-D movies in the quarter, up from 19% in the final quarter of 2009. There are more than thirty 3-D movies on the schedule for 2011, up from twenty three in 2010. We plan to be ready with over 700 3-D screens, an increase of over 100 from our 2010 year end count. We remain ready for the midnight openings of blockbuster 2-D movies with an industry leading 100 percent digital first-run circuit.
We are pleased with our cost management initiatives during a period of diminished revenues. We experienced a reduction in theatre operating costs for the quarter compared to 2009, even after taking into account the near double digit percentage increases in weather-related maintenance and utilities costs in December. Film exhibition costs, which include advertising, were down nearly 20% year over year, outpacing the reduction in admissions revenue. The reduction in cost reflects a weaker box office, more normalized film costs, and a continuing reduction in print advertising.
Disappointing attendance has continued into the first quarter of 2011, with an industry decline at the box office of 20% through February compared to the same period in 2010. Most pundits expect this condition to continue as March 2011 will be competing with a very successful comparable, Alice in Wonderland from 2010. However, many high-profile releases are in the pipeline for the upcoming summer and the remainder of the year looks very promising. The 2011 year will likely be known more for its sequels than for its quantity of 3-D movies, but both bode well for our industry and especially well for Carmike, concluded Mr. Passman.
THEATRE PERFORMANCE STATISTICS
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Average theatres |
239 | 244 | 242 | 247 | ||||||||||||
Average screens |
2,237 | 2,277 | 2,266 | 2,285 | ||||||||||||
Average attendance per screen (1) |
4,952 | 5,946 | 21,140 | 23,070 | ||||||||||||
Average admission per patron (1) |
$ | 7.08 | $ | 6.91 | $ | 6.85 | $ | 6.52 | ||||||||
Average concessions/other sales per patron (1) |
$ | 3.39 | $ | 3.24 | $ | 3.43 | $ | 3.21 | ||||||||
Total attendance (in thousands) (1) |
11,078 | 13,538 | 47,909 | 52,702 | ||||||||||||
Total revenue (in thousands) |
$ | 115,927 | $ | 137,066 | $ | 491,262 | $ | 512,995 |
(1) | Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations. |
In aggregate, Carmikes patrons spent an average of $10.47 per visit during the fourth quarter, up 3.2 percent compared to the year-ago period. Average admissions rose 2.5 percent to $7.08, with 3-D and Big D premiums driving the year-over-year rise. Concession and other revenue per patron increased 4.6 percent to $3.39, compared to the prior year period.
Carmike Chief Financial Officer Richard B. Hare stated, On the expense side, we made progress in driving many of our costs lower during the fourth quarter. Film exhibition costs improved 220 basis points to 52.4 percent of admissions revenues, compared to 54.6 percent a year ago. General and administrative expenses declined 11.2 percent to $3.9 million, and Carmikes other theatre operating costs declined 3.7 percent.
Mr. Hare continued, Quarterly interest expense was $8.5 million, versus $7.7 million in the prior year period, due to an increase in the interest rate on our bank debt during the period. We made $25 million in bank debt prepayments during the first nine months of 2010, reducing our balance to approximately $235 million at year-end, but did not make any additional prepayments during Q4.
Carmike received the anticipated $30 million up-front payment from Screenvison in January 2011. As previously disclosed, in addition to the up-front cash received, we also hold an approximate 20% profits interest in the growth of Screenvision. We intend to use $15 million of these proceeds to prepay debt at the end of the first quarter. In Q4 2010, approximately half of our earnings from unconsolidated subsidiaries were from our share of Screenvisions net income for the stub period from mid-October when the transaction was completed, through 2010 year-end, concluded Mr. Hare.
Supplemental Financial Measures
Theatre level cash flow, EBITDA, adjusted EBITDA, adjusted net income (loss), total debt and net debt are supplemental non-GAAP financial measures used by Carmike to evaluate its operating performance. Carmike defines theatre level cash flow as adjusted EBITDA, as defined below, plus general and administrative expenses. Carmike believes that theatre level cash flow is an important supplemental measure of operating performance for a motion picture exhibitors operations because it provides a measure of the core operations, rather than factoring in items such as general and administrative expenses and depreciation and amortization, among others. In addition, Carmike believes that theatre level cash flow, as defined, is a widely accepted measure of comparative operating performance in the motion picture exhibition industry. Adjusted net income (loss) is defined as net income (loss) plus impairment of long-lived assets, loss on extinguishment of debt, sales and use tax audit assessment, and separation agreement charges related to Carmikes former CEO. Carmike believes adjusted net income is an important supplemental measure of operating performance for a motion picture exhibitor because it provides a measure of core operations. Total debt is defined as the sum of current maturities of long-term debt, capital leases and long-term financing obligations, long-term debt (less current maturities) and capital leases and long-term financing obligations
(less current maturities). Net debt is defined as total debt less cash and cash equivalents. EBITDA is defined as net income (loss) plus income tax (benefit) expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as net income plus income tax benefit, interest expense, depreciation and amortization, earnings from unconsolidated subsidiaries, income (loss) from discontinued operations, loss on extinguishment of debt, separation agreement charges related to Carmikes former CEO, gain on sale of property and equipment, sales and use tax audit assessment, and impairment of long-lived assets. Carmike believes that EBITDA and adjusted EBITDA are important supplemental measures of operating performance for a motion picture exhibitors operations because they provide measures of core operations.
About Carmike Cinemas (www.carmike.com)
Carmike Cinemas, Inc. is a U.S. leader in digital cinema and 3-D cinema deployments and one of the nations largest motion picture exhibitors. As of December 31, 2010, Carmike had 239 theatres with 2,236 screens in 36 states. Carmikes digital cinema footprint reached 2,103 screens, including 200 theatres with 596 screens that are also equipped for 3-D. Carmikes focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000.
Disclosure Regarding Forward-Looking Statements
This press release and other written or oral statements made by or on behalf of Carmike contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, believes, expects, anticipates, plans, estimates or similar expressions. Examples of forward-looking statements in this press release include the Companys expectations regarding box office performance, the 3-D release schedule, fiscal year 2011 performance and the Companys strategies and operating goals, , consumer spending preferences, sources of liquidity, and the availability of film product. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to: general economic conditions in our regional and national markets; our ability to comply with covenants contained in our senior secured credit agreement; our ability to operate at expected levels of cash flow; financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, under the caption Risk Factors. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
Contact: | ||
Joseph Jaffoni or Robert Rinderman | Richard B. Hare | |
Jaffoni & Collins Investor Relations | Chief Financial Officer | |
212/835-8500 or ckec@jcir.com | 706/576-3416 |
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 78,345 | $ | 93,291 | $ | 327,347 | $ | 344,524 | ||||||||
Concessions and other |
37,582 | 43,775 | 163,915 | 168,471 | ||||||||||||
Total operating revenues |
115,927 | 137,066 | 491,262 | 512,995 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
41,064 | 50,952 | 180,806 | 190,673 | ||||||||||||
Concession costs |
4,115 | 4,489 | 17,950 | 17,362 | ||||||||||||
Other theatre operating costs |
48,727 | 50,591 | 211,310 | 209,737 | ||||||||||||
General and administrative expenses |
3,901 | 4,395 | 17,570 | 16,139 | ||||||||||||
Separation agreement charges |
| | | 5,462 | ||||||||||||
Depreciation and amortization |
7,993 | 8,275 | 32,017 | 34,216 | ||||||||||||
Gain on sale of property and equipment |
(18 | ) | (147 | ) | (667 | ) | (425 | ) | ||||||||
Impairment of long-lived assets |
4,244 | 293 | 8,188 | 17,554 | ||||||||||||
Total operating costs and expenses |
110,026 | 118,848 | 467,174 | 490,718 | ||||||||||||
Operating income |
5,901 | 18,218 | 24,088 | 22,277 | ||||||||||||
Interest expense |
8,534 | 7,723 | 35,985 | 33,067 | ||||||||||||
Loss on extinguishment of debt |
| | 2,573 | | ||||||||||||
Loss (income) from continuing operations before income tax and unconsolidated subsidiaries |
(2,633 | ) | 10,495 | (14,470 | ) | (10,790 | ) | |||||||||
Income tax expense (benefit) |
1,252 | 4,129 | (690 | ) | 4,319 | |||||||||||
Earnings from unconsolidated subsidiaries |
901 | | 1,181 | | ||||||||||||
Income (loss) from continuing operations |
(2,984 | ) | 6,366 | (12,599 | ) | (15,109 | ) | |||||||||
Loss (income) from discontinued operations |
165 | (49 | ) | (20 | ) | 304 | ||||||||||
Net income (loss) available for common stockholders |
$ | (3,149 | ) | $ | 6,415 | $ | (12,579 | ) | $ | (15,413 | ) | |||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
12,784 | 12,683 | 12,751 | 12,678 | ||||||||||||
Diluted |
12,784 | 12,596 | 12,751 | 12,678 | ||||||||||||
Net income (loss) per common share (Basic and Diluted): |
||||||||||||||||
(Loss) income from continuing operations |
$ | (0.23 | ) | $ | 0.50 | $ | (0.99 | ) | $ | (1.19 | ) | |||||
(Loss) income from discontinued operations, net of tax |
(0.01 | ) | 0.00 | | (0.03 | ) | ||||||||||
Net (loss) income per common share |
$ | (0.24 | ) | $ | 0.50 | $ | (0.99 | ) | $ | (1.22 | ) | |||||
CARMIKE CINEMAS, INC. and SUBSIDIARIES
SUPPLEMENTARY NON-GAAP RECONCILIATIONS
THEATRE LEVEL CASH FLOW AND ADJUSTED EBITDA (Unaudited)
($ in thousands)
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net (loss) income |
$ | (3,149 | ) | $ | 6,415 | $ | (12,579 | ) | $ | (15,413 | ) | |||||
Income tax (benefit) expense |
1,252 | 4,129 | (690 | ) | 4,319 | |||||||||||
Interest expense |
8,534 | 7,723 | 35,985 | 33,067 | ||||||||||||
Depreciation and amortization |
7,993 | 8,275 | 32,017 | 34,216 | ||||||||||||
EBITDA |
14,630 | 26,542 | 54,733 | 56,189 | ||||||||||||
Earnings from unconsolidated subsidiaries |
(901 | ) | | (1,181 | ) | | ||||||||||
Income (loss) from discontinued operations |
165 | (49 | ) | (20 | ) | 304 | ||||||||||
Loss on extinguishment of debt |
| | 2,573 | | ||||||||||||
Separation agreement charges |
| | | 5,462 | ||||||||||||
Gain on sale of property and equipment |
(18 | ) | (147 | ) | (667 | ) | (425 | ) | ||||||||
Impairment of long-lived assets |
4,244 | 293 | 8,188 | 17,554 | ||||||||||||
Sales and use tax audit |
| | 1,000 | | ||||||||||||
Adjusted EBITDA |
$ | 18,120 | $ | 26,639 | $ | 64,626 | $ | 79,084 | ||||||||
General and administrative expenses |
3,901 | 4,395 | 17,570 | 16,139 | ||||||||||||
Theatre level cash flow |
$ | 22,021 | $ | 31,034 | $ | 82,196 | $ | 95,223 | ||||||||
TOTAL DEBT AND NET DEBT (Unaudited)
($ in thousands)
Dec. 31, 2010 |
Dec. 31, 2009 |
|||||||
Current maturities of long-term debt, capital leases and long-term financing obligations |
$ | 4,240 | $ | 4,261 | ||||
Long-term debt, less current maturities |
233,092 | 248,171 | ||||||
Capital leases and long-term financing obligations, less current maturities |
116,036 | 116,684 | ||||||
Total debt |
$ | 353,368 | $ | 369,116 | ||||
Less cash and cash equivalents |
(13,066 | ) | (25,696 | ) | ||||
Net debt |
$ | 340,302 | $ | 343,420 | ||||
ADJUSTED NET INCOME (LOSS) (Unaudited)
($ in thousands)
Three Months Ended Dec. 31, |
Twelve Months Ended Dec. 31, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net (loss) income |
$ | (3,149 | ) | $ | 6,415 | $ | (12,579 | ) | $ | (15,413 | ) | |||||
Impairment of long-lived assets |
4,244 | 293 | 8,188 | 17,554 | ||||||||||||
Sales and use tax audit |
| | 1,000 | | ||||||||||||
Loss on extinguishment of debt |
| | 2,573 | | ||||||||||||
Separation agreement charges |
| | | 5,462 | ||||||||||||
Adjusted net income (loss) |
$ | 1,095 | $ | 6,708 | $ | (818 | ) | $ | 7,603 | |||||||
Weighted average shares outstanding |
12,784 | 12,683 | 12,751 | 12,678 | ||||||||||||
Adjusted net income per share (basic and diluted) |
$ | 0.09 | $ | 0.53 | $ | (0.06 | ) | $ | 0.60 | |||||||
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