UNITED STATES
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 June 30, 2012
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 000-14993
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
(Registrants 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of the issuers common stock, as of the latest practicable date.
Common Stock, par value $0.03 per share 17,776,617 shares outstanding as of July 25, 2012.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
23 | |||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
31 | |||
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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EX-31.1 SECTION 302 CERTIFICATION OF CEO |
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EX-31.2 SECTION 302 CERTIFICATION OF CFO |
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EX-32.1 SECTION 906 CERTIFICATION OF CEO |
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EX-32.2 SECTION 906 CERTIFICATION OF CFO |
2
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share data)
June 30, | December 31, | |||||||
2012 | 2011 | |||||||
(Unaudited) | ||||||||
Assets: |
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Current assets: |
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Cash and cash equivalents |
$ | 85,779 | $ | 13,616 | ||||
Restricted cash |
17 | 331 | ||||||
Accounts receivable |
5,659 | 4,985 | ||||||
Inventories |
2,945 | 2,955 | ||||||
Prepaid expenses and other current assets |
8,994 | 9,410 | ||||||
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Total current assets |
103,394 | 31,297 | ||||||
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Property and equipment: |
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Land |
53,695 | 53,909 | ||||||
Buildings and building improvements |
273,148 | 276,221 | ||||||
Leasehold improvements |
121,607 | 123,547 | ||||||
Assets under capital leases |
44,970 | 44,970 | ||||||
Equipment |
214,664 | 212,457 | ||||||
Construction in progress |
3,535 | 2,349 | ||||||
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Total property and equipment |
711,619 | 713,453 | ||||||
Accumulated depreciation and amortization |
(364,059 | ) | (357,518 | ) | ||||
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Property and equipment, net of accumulated depreciation |
347,560 | 355,935 | ||||||
Goodwill |
8,087 | 8,087 | ||||||
Intangible assets, net of accumulated amortization |
1,115 | 1,169 | ||||||
Investments in unconsolidated affiliates (Note 10) |
6,503 | 8,498 | ||||||
Other assets |
21,824 | 17,870 | ||||||
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Total assets |
$ | 488,483 | $ | 422,856 | ||||
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Liabilities and stockholders equity: |
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Current liabilities: |
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Accounts payable |
$ | 22,649 | $ | 29,583 | ||||
Accrued expenses |
33,181 | 31,136 | ||||||
Current maturities of long-term debt, capital leases and long-term financing obligations |
2,122 | 3,959 | ||||||
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Total current liabilities |
57,952 | 64,678 | ||||||
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Long-term liabilities: |
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Long-term debt, less current maturities |
209,512 | 196,880 | ||||||
Capital leases and long-term financing obligations, less current maturities |
113,720 | 114,608 | ||||||
Deferred revenue |
33,567 | 34,009 | ||||||
Other |
17,251 | 18,306 | ||||||
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Total long-term liabilities |
374,050 | 363,803 | ||||||
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Commitments and contingencies (Note 7) |
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Stockholders equity (deficit): |
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Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued |
| | ||||||
Common Stock, $0.03 par value per share: 35,000,000 shares authorized, 18,233,847 shares issued and 17,776,617 shares outstanding at June 30, 2012, and 13,419,872 shares issued and 12,966,942 shares outstanding at December 31, 2011 |
539 | 401 | ||||||
Treasury stock, 457,230 and 452,930 shares at cost at June 30, 2012 and December 31, 2011, respectively |
(11,740 | ) | (11,683 | ) | ||||
Paid-in capital |
348,593 | 290,997 | ||||||
Accumulated deficit |
(280,911 | ) | (285,340 | ) | ||||
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Total stockholders equity (deficit) |
56,481 | (5,625 | ) | |||||
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Total liabilities and stockholders equity (deficit) |
$ | 488,483 | $ | 422,856 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
Three Months Ended June 30, |
Six Months Ended June 30, |
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2012 | 2011 | 2012 | 2011 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Revenues: |
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Admissions |
$ | 86,936 | $ | 84,680 | $ | 170,126 | $ | 145,720 | ||||||||
Concessions and other |
49,355 | 46,794 | 96,872 | 81,467 | ||||||||||||
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Total operating revenues |
136,291 | 131,474 | 266,998 | 227,187 | ||||||||||||
Operating costs and expenses: |
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Film exhibition costs |
48,533 | 46,623 | 92,040 | 78,699 | ||||||||||||
Concession costs |
5,510 | 5,329 | 11,102 | 9,195 | ||||||||||||
Other theatre operating costs |
52,707 | 49,448 | 105,254 | 98,461 | ||||||||||||
General and administrative expenses |
5,174 | 4,496 | 10,174 | 9,229 | ||||||||||||
Severance agreement charges |
493 | 845 | 493 | 845 | ||||||||||||
Depreciation and amortization |
7,756 | 7,874 | 15,542 | 15,662 | ||||||||||||
Loss on sale of property and equipment |
| 80 | 248 | 60 | ||||||||||||
Write-off of note receivable |
| 750 | | 750 | ||||||||||||
Impairment of long-lived assets |
50 | 1,164 | 1,536 | 1,325 | ||||||||||||
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Total operating costs and expenses |
120,223 | 116,609 | 236,389 | 214,226 | ||||||||||||
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Operating income |
16,068 | 14,865 | 30,609 | 12,961 | ||||||||||||
Interest expense |
8,611 | 8,631 | 16,874 | 17,784 | ||||||||||||
Loss on extinguishment of debt |
4,961 | | 4,961 | | ||||||||||||
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Income (loss) before income tax and (loss) income from unconsolidated affiliates |
2,496 | 6,234 | 8,774 | (4,823 | ) | |||||||||||
Income tax expense (Note 4) |
918 | 794 | 3,332 | 7,289 | ||||||||||||
(Loss) income from unconsolidated affiliates (Note 10) |
(448 | ) | 497 | (992 | ) | (304 | ) | |||||||||
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Income (loss) from continuing operations |
1,130 | 5,937 | 4,450 | (12,416 | ) | |||||||||||
Income (loss) from discontinued operations (Note 6) |
68 | (54 | ) | (21 | ) | (99 | ) | |||||||||
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Net income (loss) |
$ | 1,198 | $ | 5,883 | $ | 4,429 | $ | (12,515 | ) | |||||||
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Weighted average shares outstanding: |
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Basic |
16,963 | 12,796 | 14,894 | 12,790 | ||||||||||||
Diluted |
17,364 | 12,827 | 15,147 | 12,790 | ||||||||||||
Net income (loss) per common share (Basic): |
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Income (loss) from continuing operations |
$ | 0.07 | $ | 0.46 | $ | 0.30 | $ | (0.97 | ) | |||||||
Loss from discontinued operations, net of tax |
| | | (0.01 | ) | |||||||||||
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Net income (loss) |
$ | 0.07 | $ | 0.46 | $ | 0.30 | $ | (0.98 | ) | |||||||
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Net income (loss) per common share (Diluted): |
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Income (loss) from continuing operations |
$ | 0.07 | $ | 0.46 | $ | 0.29 | $ | (0.97 | ) | |||||||
Loss from discontinued operations, net of tax |
| | | (0.01 | ) | |||||||||||
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Net income (loss) |
$ | 0.07 | $ | 0.46 | $ | 0.29 | $ | (0.98 | ) | |||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended June 30, | ||||||||
2012 | 2011 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities: |
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Net income (loss) |
$ | 4,429 | $ | (12,515 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
15,571 | 15,768 | ||||||
Amortization of debt issuance costs |
1,035 | 1,959 | ||||||
Impairment on long-lived assets |
1,536 | 1,325 | ||||||
Loss on extinguishment of debt |
4,961 | | ||||||
Stock-based compensation |
1,101 | 1,188 | ||||||
Loss from unconsolidated affiliates |
1,702 | 304 | ||||||
Other |
205 | 318 | ||||||
Write-off of note receivable |
| 750 | ||||||
Loss (gain) on sale of property and equipment |
124 | (173 | ) | |||||
Changes in operating assets and liabilities: |
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Accounts receivable and inventories |
(1,447 | ) | (1,530 | ) | ||||
Screenvision receivable |
| 30,000 | ||||||
Prepaid expenses and other assets |
209 | (246 | ) | |||||
Accounts payable |
(5,761 | ) | 759 | |||||
Accrued expenses and other liabilities |
2,258 | 3,292 | ||||||
Distributions from unconsolidated affiliates |
206 | 205 | ||||||
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Net cash provided by operating activities |
26,129 | 41,404 | ||||||
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Cash flows from investing activities: |
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Purchases of property and equipment |
(10,626 | ) | (6,248 | ) | ||||
Release of restricted cash |
314 | 279 | ||||||
Theatre acquisition |
(702 | ) | | |||||
Proceeds from sale of property and equipment |
700 | 444 | ||||||
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Net cash used in investing activities |
(10,314 | ) | (5,525 | ) | ||||
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Cash flows from financing activities: |
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Debt activities: |
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Short-term borrowings |
5,000 | | ||||||
Repayment of short-term borrowings |
(5,000 | ) | | |||||
Issuance of long-term debt |
209,500 | | ||||||
Repayments of long-term debt |
(200,229 | ) | (26,161 | ) | ||||
Debt issuance costs |
(8,599 | ) | (588 | ) | ||||
Repayments of capital lease and long-term financing obligations |
(900 | ) | (962 | ) | ||||
Issuance of common stock |
56,633 | | ||||||
Purchase of treasury stock |
(57 | ) | | |||||
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Net cash provided by (used in) financing activities |
56,348 | (27,711 | ) | |||||
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Increase in cash and cash equivalents |
72,163 | 8,168 | ||||||
Cash and cash equivalents at beginning of period |
13,616 | 13,066 | ||||||
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Cash and cash equivalents at end of period |
$ | 85,779 | $ | 21,234 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid during the period for: |
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Interest |
$ | 12,913 | $ | 16,631 | ||||
Income taxes |
$ | 2,789 | $ | 6,122 | ||||
Non-cash investing and financing activities: |
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Non-cash purchase of property and equipment |
$ | 516 | $ | 2,865 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CARMIKE CINEMAS, INC. and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2012 and 2011
(unaudited)
(in thousands except share and per share data)
NOTE 1BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Carmike Cinemas, Inc. (referred to as we, us, our, and the Company) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the SEC). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of June 30, 2012 and December 31, 2011, the results of operations for the three and six month periods ended June 30, 2012 and 2011 and cash flows for the six months ended June 30, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011. That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during the first six months of 2012.
The consolidated financial statements include the accounts of the Companys wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Accounting Estimates
In the preparation of financial statements in conformity with GAAP, management must make certain estimates, judgments and assumptions. These estimates, judgments and assumptions are made when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations, impairment assessments, lease classification, employee benefits, income taxes, reserves and other provisions and contingencies. These estimates are based on the information available when recorded. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are recognized in the period they are determined.
Discontinued Operations
The results of operations for theatres that have been disposed of or classified as held for sale are eliminated from the Companys continuing operations and classified as discontinued operations for each period presented within the Companys condensed consolidated statements of operations. Theatres are reported as discontinued operations when the Company no longer has continuing involvement in the theatre operations and the cash flows have been eliminated, which generally occurs when the Company no longer has operations in a given market. See Note 6 Discontinued Operations.
Impairment of Long-Lived Assets
Long-lived assets are tested for recoverability whenever events or circumstances indicate that the assets carrying values may not be recoverable. The Company performs its impairment analysis at the individual theatre-level, the lowest level of independent, identifiable cash flow. Management reviews all available evidence when assessing long-lived assets for impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre, and alternative uses of the assets. The Companys evaluation of negative trends in theatre-level cash flow considers the seasonality of the business, with significant revenues and cash flow generated in the summer and year-end holiday season. Absent any unusual circumstances, management evaluates new theatres for potential impairment only after a theatre has been open and operational for a sufficient period of time to allow its operations to mature.
For those assets that are identified as potentially being impaired, if the undiscounted future cash flows from such assets are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the assets fair value. The fair value of the assets is primarily estimated using the discounted future cash flow of the assets with consideration of other valuation techniques and using assumptions consistent with those used by market participants. Significant judgment is involved in estimating cash flows and fair value; significant assumptions include attendance levels, admissions and concessions pricing, and the weighted-average cost of capital. Managements estimates are based on historical and projected operating performance.
6
Fair Value Measurements
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these assets and liabilities.
The fair value of the Senior Secured Notes and Credit Facility described in Note 3 Debt is estimated based on quoted market prices at the date of measurement.
Comprehensive Income
The Company has no other comprehensive income items.
NOTE 2IMPAIRMENT OF LONG-LIVED ASSETS
For the three and six months ended June 30, 2012, impairment charges aggregated to $50 and $1,536, respectively. The impairment charges were primarily the result of the Companys plan to replace an owned theatre prior to the end of its useful life and the continued deterioration of previously impaired theatres. The Company recorded impairment charges of $1,164 and $1,325 during the three and six months ended June 30, 2011 which were primarily the result of continued deterioration of previously impaired theatres and a decline in market value of a previously closed theatre.
The estimated aggregate fair value of the long-lived assets impaired during the three and six months ended June 30, 2012 was approximately $870 and $5,677, respectively. These fair value estimates are considered Level 3 estimates and were derived primarily from discounting estimated future cash flows and contracts to sell certain owned properties. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10%) to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.
NOTE 3DEBT
Our debt consisted of the following on the dates indicated:
June 30, 2012 |
December 31, 2011 |
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Term loan |
$ | | $ | 200,229 | ||||
Senior secured notes |
210,000 | | ||||||
Revolving credit facility |
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Original issue discount |
(488 | ) | (1,306 | ) | ||||
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Total debt |
209,512 | 198,923 | ||||||
Current maturities |
| (2,043 | ) | |||||
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Total long-term debt |
$ | 209,512 | $ | 196,880 | ||||
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Senior Secured Notes
In April 2012, the Company issued $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the Senior Secured Notes). The proceeds were used to repay the Companys $265,000 senior secured term loan that was due in January 2016 with a then outstanding balance of $198,700. The Company recorded a loss on extinguishment of debt of $4,961 during the three and six months ended June 30, 2012, for the write-off of unamortized debt issuance costs. Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year, beginning on November 15, 2012.
The Senior Secured Notes are fully and unconditionally guaranteed by each of the Companys existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries of the Company. Debt issuance costs and other transaction fees of $8,600 are included in prepaid expenses and other current assets and other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the Companys and the guarantors current and future property and assets (including the capital stock of the Companys current subsidiaries), other than certain excluded assets.
7
At any time prior to May 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes by paying a make-whole premium calculated as described in the indenture governing the Senior Secured Notes (the Indenture).
At any time on or after May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.
Following a change of control, as defined in the Indenture, the Company will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
Revolving Credit Facility
In April 2012, the Company also entered into a new $25,000 revolving credit facility (the Credit Facility) with an interest rate of LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (subject to a 2.00% floor) plus a margin of 3.50%, as the Company may elect. In addition, the Company is required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit facility is April 27, 2016. The new $25,000 revolving credit facility replaced the prior $30,000 revolving credit facility that was scheduled to mature in January 2013.
The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Companys obligations under the Credit Facility are guaranteed by each of the Companys existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Companys and such subsidiaries current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Companys existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at June 30, 2012.
The fair value of the Senior Secured Notes at June 30, 2012 and the senior secured term loan at December 31, 2011 is estimated based on quoted market prices as follows:
As of June 30, | As of December 31, | |||||||
2012 | 2011 | |||||||
Carrying amount, net |
$ | 210,000 | $ | 198,923 | (1) | |||
Fair value |
$ | 217,400 | $ | 198,247 |
(1) | Term loan is reflected net of unamortized discount of $1,306 at December 31, 2011. |
Debt Covenants
The Indenture and the Credit Facility include covenants which, among other things, limit the Companys ability, and its subsidiaries, to:
| incur additional indebtedness or guarantee obligations; |
| issue certain preferred stock or redeemable stock; |
| pay dividends up to certain specified limits, repurchase or make distributions in respect of the Companys capital stock or make other restricted payments; |
| make certain investments; |
8
| sell, transfer or otherwise convey certain assets; |
| create or incur liens or other encumbrances; |
| prepay, redeem or repurchase subordinated debt prior to stated maturities; |
| designate the Companys subsidiaries as unrestricted subsidiaries; |
| consolidate, merge, sell or otherwise dispose of all or substantially all of the Companys assets; |
| enter into a new or different line of business; and |
| enter into certain transactions with the Companys affiliates. |
The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture and the Credit Facility.
The Indenture provides for customary events of default. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, such amounts with respect to the Senior Secured Notes will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Senior Secured Notes.
The Credit Facility contains further limitations on the Companys ability to incur additional indebtedness and liens. In addition, to the extent the Company incurs certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. If the Company draws on the Credit Facility, the Company will be required to maintain a first lien leverage ratio as defined (the Leverage Ratio) not more than 2.75 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.
The Companys failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:
| the Companys failure to pay principal on the loans when due and payable, or its failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods); |
| the occurrence of a change of control (as defined in the Credit Facility); |
| a breach or default by the Company or its subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10,000; |
| breach of representations or warranties in any material respect; |
| failure to perform other obligations under the Credit Facility and the security documents for the Credit Facility (subject to applicable cure periods); or |
| certain bankruptcy or insolvency events. |
In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.
As of June 30, 2012, the Company was in compliance with all of the financial covenants in its Credit Facility.
9
NOTE 4INCOME TAXES
The Companys effective income tax rate is based on expected income, statutory tax rates, tax planning opportunities available in the various jurisdictions in which it operates and the impact of valuation allowances against deferred tax assets. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the years taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.
The effective tax rate from continuing operations for the three months ended June 30, 2012 was 44.8%. The effective tax rate from continuing operations for the six months ended June 30, 2012 was 42.8%. The Companys tax rates for the three and six months ended June 30, 2012 differ from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of our assets and liabilities and the inability to recognize an associated deferred tax benefit, due to our ongoing assessment that the realization of our deferred tax assets is unlikely.
As a result of the Companys history of operating losses, the Companys net deferred tax assets are fully offset by a valuation allowance at June 30, 2012 and December 31, 2011.
The Company regularly assesses whether it is more likely than not that its deferred tax asset balance will be recovered from future taxable income, taking into account such factors as its earnings history, carryback and carryforward periods, and tax planning strategies. When evidence exists that indicates that recovery is uncertain, a valuation allowance is maintained against the deferred tax asset. At this time, the Company does not believe that realization of its deferred tax assets is more likely than not to occur.
The Company recognizes a tax benefit associated with an uncertain tax position when, in the Companys judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority.
As of June 30, 2012 and December 31, 2011, the amount of unrecognized tax benefits was $2,500, all of which would affect the Companys annual effective tax rate, if recognized. This unrecognized tax benefit is associated with the Companys non-forfeitable ownership interest in SV Holdco, LLC (see Note 9Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position.
NOTE 5EQUITY BASED COMPENSATION
In March 2004, the Board of Directors adopted the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the 2004 Incentive Stock Plan). The Companys Compensation and Nominating Committee (or similar committee) may grant stock options, stock grants, stock units, and stock appreciation rights under the 2004 Incentive Stock Plan to certain eligible employees and to outside directors. As of June 30, 2012, there were 1,309,684 shares available for future grants under the 2004 Incentive Stock Plan. The Companys policy is to issue new shares upon exercise of options and the issuance of stock grants.
The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. As of June 30, 2012, the Company also had 240,083 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of June 30, 2012, 96,083 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.
The Companys total stock-based compensation expense was approximately $638 and $724 for the three months ended June 30, 2012 and 2011, respectively, and $1,101 and $1,188 for the six months ended June 30, 2012 and 2011, respectively. Included in stock-based compensation expense for the three and six months ended June 30, 2012, is $115 related to the accelerated vesting of stock-based awards to the Companys former Vice President-General Manager Theatre Operations. Included in stock-based compensation expense for the three and six months ended June 30, 2011, is $222 related to the accelerated vesting of stock-based awards to the Companys former Senior Vice President-General Counsel and Secretary. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations with the exception of the accelerated vested awards which are included in Severance Agreement Charges. As of June 30, 2012, the Company had approximately $4,070 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Companys plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 2.2 years. This expected cost does not include the impact of any future stock-based compensation awards.
10
Options Service Condition Vesting
The Company currently uses the Black-Scholes option pricing model to determine the fair value of its stock options for which vesting is dependent only on employees providing future service.
No options were granted during the first six months of 2012. The following table sets forth information about the weighted-average fair value of options granted and the weighted-average assumptions for such options granted during the first six months of 2011:
2011 | ||||
Fair value of options on grant date |
$ | 4.94 | ||
Expected life (years) |
6.0 | |||
Risk-free interest rate |
2.3 | % | ||
Expected dividend yield |
| % | ||
Expected volatility |
76.2 | % |
The Companys stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%.
The following table sets forth the summary of option activity for stock options with service vesting conditions as of June 30, 2012:
Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Yrs.) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding at January 1, 2012 |
796,500 | $ | 12.20 | 6.93 | ||||||||||||
Granted |
| $ | | |||||||||||||
Exercised |
(34,000 | ) | $ | 8.69 | $ | 198 | ||||||||||
Forfeited |
| $ | | |||||||||||||
|
|
|
|
|||||||||||||
Outstanding at June 30, 2012 |
762,500 | $ | 12.35 | 6.31 | $ | 3,522 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable on June 30, 2012 |
569,161 | $ | 13.74 | 5.69 | $ | 2,547 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Expected to vest June 30, 2012 |
183,672 | $ | 8.28 | 8.14 | $ | 975 | ||||||||||
|
|
|
|
|
|
|
|
Restricted Stock
The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the six months ended June 30, 2012:
Shares | Weighted Average Grant Date Fair Value |
|||||||
Nonvested at January 1, 2012 |
248,804 | $ | 8.43 | |||||
Granted |
263,928 | $ | 12.13 | |||||
Vested |
(65,808 | ) | $ | 7.92 | ||||
Forfeited |
(6,000 | ) | $ | 10.91 | ||||
|
|
|||||||
Nonvested at June 30, 2012 |
440,924 | $ | 10.69 | |||||
|
|
11
NOTE 6DISCONTINUED OPERATIONS
Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. During the three months ended June 30, 2012 and 2011, the Company closed three theatres and one theatre, respectively, and for the six months ended June 30, 2012 and 2011, the Company closed seven and four theatres, respectively. With respect to the closures during the three months ended June 30, 2012 and 2011, the Company classified one theatre in each period as discontinued operations and for the six months ended June 30, 2012 and 2011, the Company classified four theatres in each period as discontinued operations. The Company reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of these theatres have been eliminated from the Companys operations, and the Company will not have any continuing involvement in their operations.
All activity during the three and six months ended June 30, 2012 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2012 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.
The following table sets forth the summary of activity for discontinued operations for the three and six months ended June 30, 2012 and 2011:
Three Months Ended June 30, | ||||||||
2012 | 2011 | |||||||
Revenue from discontinued operations |
$ | 42 | $ | 714 | ||||
|
|
|
|
|||||
Operating loss before income taxes |
$ | (59 | ) | $ | (91 | ) | ||
Income tax benefit from discontinued operations |
22 | 31 | ||||||
Gain on disposal, before income taxes |
167 | 9 | ||||||
Income tax expense on disposal |
(62 | ) | (3 | ) | ||||
|
|
|
|
|||||
Income (loss) from discontinued operations |
$ | 68 | $ | (54 | ) | |||
|
|
|
|
|||||
Six Months Ended June 30, | ||||||||
2012 | 2011 | |||||||
Revenue from discontinued operations |
$ | 242 | $ | 1,336 | ||||
|
|
|
|
|||||
Operating loss before income taxes |
$ | (160 | ) | $ | (385 | ) | ||
Income tax benefit from discontinued operations |
60 | 131 | ||||||
Gain on disposal, before income taxes |
125 | 235 | ||||||
Income tax expense on disposal |
(46 | ) | (80 | ) | ||||
|
|
|
|
|||||
Loss from discontinued operations |
$ | (21 | ) | $ | (99 | ) | ||
|
|
|
|
NOTE 7COMMITMENTS AND CONTINGENCIES
Commitments
As of June 30, 2012, the Company had non-cancelable purchase commitments related to capital expenditures totaling $8,100.
Contingencies
The Company, in the normal course of business, is involved in routine litigation and legal proceedings, such as personal injury claims, employment matters, contractual disputes and claims alleging Americans with Disabilities Act violations. Currently, there is no pending litigation or proceedings that the Company believes will have a material adverse effect, either individually or in the aggregate, on its business or its financial position, results of operations or cash flow.
NOTE 8NET INCOME (LOSS) PER SHARE
Basic net income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 400,337 and 1,004,577, for the three months ended June 30, 2012 and 2011, respectively, and common stock equivalents totaling 253,599 for the six months ended June 30, 2012 were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock below the exercise price. As a result of the Companys net losses, all common stock equivalents aggregating 1,180,908 for the six months ended June 30, 2011 were excluded from the calculation of diluted loss per share given their anti-dilutive effect.
12
NOTE 9SCREENVISION EXHIBITION, INC.
On October 14, 2010, the Company finalized the modification of its long-term exhibition agreement (the Modified Exhibition Agreement) with Screenvision Exhibition, Inc. (Screenvision), the Companys exclusive provider of on-screen advertising services. The Modified Exhibition Agreement extends the Companys exhibition agreement with Screenvision, which was set to expire on July 1, 2012, for an additional 30 year term through July 1, 2042 (Expiration Date).
In connection with the Modified Exhibition Agreement, the Company received a cash payment of $30,000 from Screenvision in January 2011. In addition, on October 14, 2010, the Company received, for no additional consideration, Class C membership units representing, as of that date, approximately 20% of the issued and outstanding membership units of SV Holdco, LLC (SV Holdco). SV Holdco is a holding company that owns and operates the Screenvision business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.
In September 2011, the Company made a voluntary capital contribution of $718 to SV Holdco. The capital contribution was made to maintain the Companys relative ownership interest following an acquisition by Screenvision and additional capital contributions by other owners of SV Holdco. The Company received Class A membership units representing less than 1% of the issued and outstanding membership units of SV Holdco in return for the Companys capital contribution.
As of June 30, 2012, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of June 30, 2012, the carrying value of the Companys ownership interest in SV Holdco is $5,546 and is included in investments in unconsolidated affiliates in the consolidated balance sheets and, for book purposes, is accounted for as an equity method investment.
The Companys Class C membership units are intended to be treated as a profits interest in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members initial or subsequent capital contributions. As a profits interest, the Companys Class C membership units are designed to represent an equity interest in SV Holdcos future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Companys Class C membership units has increased to $88,000 as of June 30, 2012.
The Company will also receive additional Class C membership units (bonus units), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Companys future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. As a result, bonus units and forfeitable units will not be reflected in the Companys consolidated financial statements until such units become non-forfeitable. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Companys non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of June 30, 2012.
For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,100 and $4,400 for the three and six months ended June 30, 2012 and approximately $2,500 and $4,300 for the three and six months ended June 30, 2011, respectively. The Company reclassifies certain amounts from Screenvision included in concessions and other revenue to earnings from unconsolidated affiliates. The amount reclassified is based on the Companys non-forfeitable ownership percentage of SV Holdco membership units, represents an intercompany gain to the Company and totaled approximately $400 for the three months ended June 30, 2012 and 2011 and approximately $800, for the six months ended June 30, 2012 and 2011. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,874 and $1,860 at June 30, 2012 and December 31, 2011, respectively.
13
NOTE 10INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Our investments in affiliated companies accounted for by the equity method consist of our ownership interest in Screenvision, as discussed in Note 9 Screenvision Exhibition, Inc., and interests in other joint ventures.
Combined financial information of the unconsolidated affiliated companies accounted for by the equity method is as follows:
As of June 30, | ||||
2012 | ||||
Assets: |
||||
Current assets |
$ | 40,349 | ||
Noncurrent assets |
163,743 | |||
|
|
|||
Total assets |
$ | 204,092 | ||
|
|
|||
Liabilties: |
||||
Current liabilities |
$ | 40,792 | ||
Noncurrent liabilities |
86,424 | |||
|
|
|||
Total liabilities |
$ | 127,216 | ||
|
|
Three Months Ended | ||||||||
June 30, 2012 | June 30, 2011 | |||||||
Results of operations: |
||||||||
Revenue |
$ | 31,403 | $ | 45,934 | ||||
Net loss |
$ | (5,328 | ) | $ | 6 | |||
Six Months Ended | ||||||||
June 30, 2012 | June 30, 2011 | |||||||
Results of operations: |
||||||||
Revenue |
$ | 54,187 | $ | 68,942 | ||||
Net loss |
$ | (13,697 | ) | $ | (7,735 | ) |
NOTE 11THEATRE ACQUISITIONS
On March 30, 2012, the Company completed its purchase of certain assets from Destinta Theatres for approximately $700. The acquisition consisted of a seven screen theatre in Clarion, Pennsylvania. The Company has accounted for this transaction as an asset acquisition. The purchase price was allocated to the assets acquired, primarily leasehold improvements, based on their respective fair values.
NOTE 12COMMON STOCK OFFERING
On April 11, 2012, the Company issued 4.0 million shares of its common stock, at a price to the public of $13.00 per share through a registered public offering. The Company granted the underwriters an option to purchase up to an additional 600 thousand shares of the Companys common stock to cover over-allotments, if any, which the underwriters could exercise within 30 days of the date of the final prospectus. The underwriters purchased the additional 600 thousand shares of common stock on April 11, 2012. The offering was made pursuant to the Companys effective shelf registration statement previously filed with the Securities and Exchange Commission (SEC). The net proceeds from the transaction were approximately $56,300. The funds received from the issuance of the shares will be used for general corporate purposes, including working capital, repayment of debt, possible acquisitions and other capital expenditures.
NOTE 13GUARANTOR SUBSIDIARIES
The Companys Senior Secured Notes, the offering of which was registered under the Securities Act of 1933, as amended, are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., and Military Services, Inc. Therefore, the Company is providing the following condensed consolidating financial statement information as of June 30, 2012 and December 31, 2011 and for the three and six months ended June 30, 2012 and 2011 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:
14
CONDENSED CONSOLIDATING BALANCE SHEET
As of June 30, 2012 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Assets: |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 72,966 | $ | 12,813 | $ | | $ | 85,779 | ||||||||
Restricted cash |
17 | | | 17 | ||||||||||||
Accounts receivable |
4,855 | 804 | | 5,659 | ||||||||||||
Inventories |
719 | 2,226 | | 2,945 | ||||||||||||
Prepaid expenses and other assets |
4,375 | 4,619 | | 8,994 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
82,932 | 20,462 | | 103,394 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Property and equipment: |
||||||||||||||||
Land |
12,716 | 40,979 | | 53,695 | ||||||||||||
Buildings and building improvements |
46,923 | 226,225 | | 273,148 | ||||||||||||
Leasehold improvements |
19,625 | 101,982 | | 121,607 | ||||||||||||
Assets under capital leases |
8,675 | 36,295 | | 44,970 | ||||||||||||
Equipment |
58,972 | 155,692 | | 214,664 | ||||||||||||
Construction in progress |
1,535 | 2,000 | | 3,535 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total property and equipment |
148,446 | 563,173 | | 711,619 | ||||||||||||
Accumulated depreciation and amortization |
(79,054 | ) | (285,005 | ) | | (364,059 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Property and equipment, net of accumulated depreciation |
69,392 | 278,168 | | 347,560 | ||||||||||||
Intercompany receivables |
104,155 | | (104,155 | ) | | |||||||||||
Investments in subsidiaries |
90,268 | | (90,268 | ) | | |||||||||||
Goodwill |
| 8,087 | | 8,087 | ||||||||||||
Intangible assets, net of accumulated amortization |
| 1,115 | | 1,115 | ||||||||||||
Investments in unconsolidated affiliates |
5,546 | 957 | | 6,503 | ||||||||||||
Other assets |
15,639 | 6,185 | | 21,824 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 367,932 | $ | 314,974 | $ | (194,423 | ) | $ | 488,483 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and stockholders equity: |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 19,784 | 2,865 | | 22,649 | |||||||||||
Accrued expenses |
14,837 | 18,344 | | 33,181 | ||||||||||||
Current maturities of long-term debt, capital leases and long-term financing obligations |
398 | 1,724 | | 2,122 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
35,019 | 22,933 | | 57,952 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Long-term liabilities: |
||||||||||||||||
Long-term debt, less current maturities |
209,512 | | | 209,512 | ||||||||||||
Capital leases and long-term financing obligations, less current maturities |
28,058 | 85,662 | | 113,720 | ||||||||||||
Intercompany liabilities |
| 104,155 | (104,155 | ) | | |||||||||||
Deferred revenue |
33,567 | | | 33,567 | ||||||||||||
Other |
5,295 | 11,956 | | 17,251 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total long-term liabilities |
276,432 | 201,773 | (104,155 | ) | 374,050 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Stockholders equity: |
||||||||||||||||
Preferred stock |
| | | | ||||||||||||
Common stock |
539 | 1 | (1 | ) | 539 | |||||||||||
Treasury stock |
(11,740 | ) | | | (11,740 | ) | ||||||||||
Paid-in capital |
348,593 | 237,800 | (237,800 | ) | 348,593 | |||||||||||
Accumulated deficit |
(280,911 | ) | (147,533 | ) | 147,533 | (280,911 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stockholders equity |
56,481 | 90,268 | (90,268 | ) | 56,481 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders equity |
$ | 367,932 | $ | 314,974 | $ | (194,423 | ) | $ | 488,483 | |||||||
|
|
|
|
|
|
|
|
15
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2011 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Assets: |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 3,623 | $ | 9,993 | $ | | $ | 13,616 | ||||||||
Restricted cash |
331 | | | 331 | ||||||||||||
Accounts receivable |
4,654 | 331 | | 4,985 | ||||||||||||
Inventories |
722 | 2,233 | | 2,955 | ||||||||||||
Prepaid expenses and other assets |
4,953 | 4,457 | | 9,410 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
14,283 | 17,014 | | 31,297 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Property and equipment: |
||||||||||||||||
Land |
12,716 | 41,193 | | 53,909 | ||||||||||||
Buildings and building improvements |
46,676 | 229,545 | | 276,221 | ||||||||||||
Leasehold improvements |
19,307 | 104,240 | | 123,547 | ||||||||||||
Assets under capital leases |
8,675 | 36,295 | | 44,970 | ||||||||||||
Equipment |
58,128 | 154,329 | | 212,457 | ||||||||||||
Construction in progress |
159 | 2,190 | | 2,349 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total property and equipment |
145,661 | 567,792 | | 713,453 | ||||||||||||
Accumulated depreciation and amortization |
(75,760 | ) | (281,758 | ) | | (357,518 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Property and equipment, net of accumulated depreciation |
69,901 | 286,034 | | 355,935 | ||||||||||||
Intercompany receivables |
123,071 | | (123,071 | ) | | |||||||||||
Investment in subsidiaries |
82,985 | | (82,985 | ) | | |||||||||||
Goodwill |
| 8,087 | | 8,087 | ||||||||||||
Intangible assets, net of accumulated amortization |
| 1,169 | | 1,169 | ||||||||||||
Investment in unconsolidated affiliates |
8,498 | | | 8,498 | ||||||||||||
Other |
10,536 | 7,334 | | 17,870 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 309,274 | $ | 319,638 | $ | (206,056 | ) | $ | 422,856 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and stockholders (deficit) equity: |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 27,598 | $ | 1,985 | $ | | $ | 29,583 | ||||||||
Accrued expenses |
19,752 | 11,384 | | 31,136 | ||||||||||||
Current maturities of long-term debt, capital leases and long-term financing obligations |
2,391 | 1,568 | | 3,959 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
49,741 | 14,937 | | 64,678 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Long-term liabilities: |
||||||||||||||||
Long-term debt, less current maturities |
196,880 | | | 196,880 | ||||||||||||
Capital leases and long-term financing obligations, less current maturities |
28,223 | 86,385 | | 114,608 | ||||||||||||
Intercompany liabilities |
| 123,071 | (123,071 | ) | | |||||||||||
Deferred revenue |
34,009 | | | 34,009 | ||||||||||||
Other |
6,045 | 12,261 | | 18,306 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total long-term liabilities |
265,157 | 221,717 | (123,071 | ) | 363,803 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Stockholders (deficit) equity: |
||||||||||||||||
Preferred Stock |
| | | | ||||||||||||
Common Stock |
401 | 1 | (1 | ) | 401 | |||||||||||
Treasury stock |
(11,683 | ) | | | (11,683 | ) | ||||||||||
Paid-in capital |
290,997 | 237,800 | (237,800 | ) | 290,997 | |||||||||||
Accumulated deficit |
(285,340 | ) | (154,816 | ) | 154,816 | (285,340 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stockholders (deficit) equity |
(5,625 | ) | 82,985 | (82,985 | ) | (5,625 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders (deficit) equity |
$ | 309,274 | $ | 319,638 | $ | (206,056 | ) | $ | 422,856 | |||||||
|
|
|
|
|
|
|
|
16
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 2012 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 14,254 | $ | 72,682 | $ | | $ | 86,936 | ||||||||
Concessions and other |
14,982 | 40,980 | (6,607 | ) | 49,355 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating revenues |
29,236 | 113,662 | (6,607 | ) | 136,291 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
8,006 | 40,527 | | 48,533 | ||||||||||||
Concession costs |
999 | 4,511 | | 5,510 | ||||||||||||
Other theatre operating costs |
10,337 | 48,977 | (6,607 | ) | 52,707 | |||||||||||
General and administrative expenses |
4,588 | 586 | | 5,174 | ||||||||||||
Severance agreement charges |
493 | | | 493 | ||||||||||||
Depreciation and amortization |
1,716 | 6,040 | | 7,756 | ||||||||||||
Impairment of long-lived assets |
4 | 46 | | 50 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
26,143 | 100,687 | (6,607 | ) | 120,223 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
3,093 | 12,975 | | 16,068 | ||||||||||||
Interest expense |
2,363 | 6,248 | | 8,611 | ||||||||||||
Loss on extinguishment of debt |
4,961 | | | 4,961 | ||||||||||||
Equity in earnings of subsidiaries |
(3,912 | ) | | 3,912 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income before income tax and (loss) income from unconsolidated affiliates |
(319 | ) | 6,727 | (3,912 | ) | 2,496 | ||||||||||
Income tax (benefit) expense |
(2,034 | ) | 2,952 | | 918 | |||||||||||
(Loss) income from unconsolidated affiliates |
(518 | ) | 70 | | (448 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations |
1,197 | 3,845 | (3,912 | ) | 1,130 | |||||||||||
Income from discontinued operations |
1 | 67 | | 68 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 1,198 | $ | 3,912 | $ | (3,912 | ) | $ | 1,198 | |||||||
|
|
|
|
|
|
|
|
17
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 2011 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 14,131 | $ | 70,549 | $ | | $ | 84,680 | ||||||||
Concessions and other |
14,623 | 38,534 | (6,363 | ) | 46,794 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating revenues |
28,754 | 109,083 | (6,363 | ) | 131,474 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
7,836 | 38,787 | | 46,623 | ||||||||||||
Concession costs |
972 | 4,357 | | 5,329 | ||||||||||||
Other theatre operating costs |
10,382 | 45,429 | (6,363 | ) | 49,448 | |||||||||||
General and administrative expenses |
3,984 | 512 | | 4,496 | ||||||||||||
Severance agreement charges |
845 | | | 845 | ||||||||||||
Depreciation and amortization |
1,691 | 6,183 | | 7,874 | ||||||||||||
Loss on sale of property and equipment |
67 | 13 | | 80 | ||||||||||||
Write-off of note receivable |
750 | | | 750 | ||||||||||||
Impairment of long-lived assets |
786 | 378 | | 1,164 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
27,313 | 95,659 | (6,363 | ) | 116,609 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
1,441 | 13,424 | | 14,865 | ||||||||||||
Interest expense |
2,738 | 5,893 | | 8,631 | ||||||||||||
Equity in earnings of subsidiaries |
(7,493 | ) | | 7,493 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax and income from unconsolidated affiliates |
6,196 | 7,531 | (7,493 | ) | 6,234 | |||||||||||
Income tax expense |
794 | | | 794 | ||||||||||||
Income from unconsolidated affiliates |
405 | 92 | | 497 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations |
5,807 | 7,623 | (7,493 | ) | 5,937 | |||||||||||
Income (loss) from discontinued operations |
76 | (130 | ) | | (54 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 5,883 | $ | 7,493 | $ | (7,493 | ) | $ | 5,883 | |||||||
|
|
|
|
|
|
|
|
18
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Six Months Ended June 30, 2012 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 28,029 | $ | 142,097 | $ | | $ | 170,126 | ||||||||
Concessions and other |
29,804 | 79,988 | (12,920 | ) | 96,872 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating revenues |
57,833 | 222,085 | (12,920 | ) | 266,998 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
15,238 | 76,802 | | 92,040 | ||||||||||||
Concession costs |
2,014 | 9,088 | | 11,102 | ||||||||||||
Other theatre operating costs |
21,530 | 96,644 | (12,920 | ) | 105,254 | |||||||||||
General and administrative expenses |
9,016 | 1,158 | | 10,174 | ||||||||||||
Severance agreement charges |
493 | | | 493 | ||||||||||||
Depreciation and amortization |
3,425 | 12,117 | | 15,542 | ||||||||||||
Loss on sale of property and equipment |
20 | 228 | | 248 | ||||||||||||
Impairment of long-lived assets |
13 | 1,523 | | 1,536 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
51,749 | 197,560 | (12,920 | ) | 236,389 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
6,084 | 24,525 | | 30,609 | ||||||||||||
Interest expense |
4,882 | 11,992 | | 16,874 | ||||||||||||
Loss on extinguishment of debt |
4,961 | | | 4,961 | ||||||||||||
Equity in earnings of subsidiaries |
(7,306 | ) | | 7,306 | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax and (loss) income from unconsolidated affiliates |
3,547 | 12,533 | (7,306 | ) | 8,774 | |||||||||||
Income tax (benefit) expense |
(2,109 | ) | 5,441 | | 3,332 | |||||||||||
(Loss) income from unconsolidated affiliates |
(1,172 | ) | 180 | | (992 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations |
4,484 | 7,272 | (7,306 | ) | 4,450 | |||||||||||
(Loss) income from discontinued operations |
(55 | ) | 34 | | (21 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 4,429 | $ | 7,306 | $ | (7,306 | ) | $ | 4,429 | |||||||
|
|
|
|
|
|
|
|
19
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 25,124 | $ | 120,596 | $ | | $ | 145,720 | ||||||||
Concessions and other |
26,298 | 66,434 | (11,265 | ) | 81,467 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating revenues |
51,422 | 187,030 | (11,265 | ) | 227,187 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
13,656 | 65,043 | | 78,699 | ||||||||||||
Concession costs |
1,716 | 7,479 | | 9,195 | ||||||||||||
Other theatre operating costs |
20,408 | 89,318 | (11,265 | ) | 98,461 | |||||||||||
General and administrative expenses |
8,169 | 1,060 | | 9,229 | ||||||||||||
Severance agreement charges |
845 | | | 845 | ||||||||||||
Depreciation and amortization |
3,294 | 12,368 | | 15,662 | ||||||||||||
Loss (gain) on sale of property and equipment |
67 | (7 | ) | | 60 | |||||||||||
Write-off of note receivable |
750 | | | 750 | ||||||||||||
Impairment of long-lived assets |
908 | 417 | | 1,325 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
49,813 | 175,678 | (11,265 | ) | 214,226 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
1,609 | 11,352 | | 12,961 | ||||||||||||
Interest expense |
5,976 | 11,808 | | 17,784 | ||||||||||||
Equity in loss of subsidiaries |
519 | | (519 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income tax and (loss) income from unconsolidated affiliates |
(4,886 | ) | (456 | ) | 519 | (4,823 | ) | |||||||||
Income tax expense |
7,289 | | | 7,289 | ||||||||||||
(Loss) income from unconsolidated affiliates |
(445 | ) | 141 | | (304 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from continuing operations |
(12,620 | ) | (315 | ) | 519 | (12,416 | ) | |||||||||
Income (loss) from discontinued operations |
105 | (204 | ) | | (99 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (12,515 | ) | $ | (519 | ) | $ | 519 | $ | (12,515 | ) | |||||
|
|
|
|
|
|
|
|
20
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2012 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Net cash (used in) provided by operating activities |
(2,151 | ) | 28,280 | | 26,129 | |||||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchases of property and equipment |
(4,855 | ) | (5,771 | ) | | (10,626 | ) | |||||||||
Purchase acquistion |
| (702 | ) | | (702 | ) | ||||||||||
Proceeds from sale of property and equipment |
33 | 667 | | 700 | ||||||||||||
Other investing activities |
314 | | | 314 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(4,508 | ) | (5,806 | ) | | (10,314 | ) | |||||||||
Cash flows from financing activities: |
||||||||||||||||
Short-term borrowings |
5,000 | | | 5,000 | ||||||||||||
Repayments of short term borrowings |
(5,000 | ) | | | (5,000 | ) | ||||||||||
Issuance of long-term debt |
209,500 | | | 209,500 | ||||||||||||
Repayments of long-term debt |
(200,229 | ) | | | (200,229 | ) | ||||||||||
Debt issuance costs |
(8,599 | ) | | | (8,599 | ) | ||||||||||
Repayments of capital leases and long-term financing obligations |
(162 | ) | (738 | ) | | (900 | ) | |||||||||
Issuance of common stock |
56,633 | | | 56,633 | ||||||||||||
Purchase of treasury stock |
(57 | ) | | | (57 | ) | ||||||||||
Intercompany receivable/payable |
18,916 | (18,916 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities |
76,002 | (19,654 | ) | | 56,348 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Increase in cash and cash equivalents |
69,343 | 2,820 | | 72,163 | ||||||||||||
Cash and cash equivalents at beginning of period |
3,623 | 9,993 | | 13,616 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
72,966 | 12,813 | | 85,779 | ||||||||||||
|
|
|
|
|
|
|
|
21
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2011 | ||||||||||||||||
Carmike Cinemas, Inc. |
Guarantor Subsidiaries |
Eliminations | Consolidated | |||||||||||||
Net cash provided by operating activities |
$ | 24,870 | $ | 16,534 | $ | | $ | 41,404 | ||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchases of property and equipment |
(2,293 | ) | (3,955 | ) | | (6,248 | ) | |||||||||
Proceeds from sale of property and equipment |
6 | 438 | | 444 | ||||||||||||
Other investing activities |
279 | | | 279 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(2,008 | ) | (3,517 | ) | (5,525 | ) | ||||||||||
Cash flows from financing activities: |
||||||||||||||||
Repayments of long-term debt |
(26,279 | ) | (844 | ) | | (27,123 | ) | |||||||||
Intercompany receivable/payable |
13,711 | (13,711 | ) | | | |||||||||||
Other financing activities |
(588 | ) | | | (588 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in financing activities |
(13,156 | ) | (14,555 | ) | | (27,711 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Increase / (decrease) in cash and cash equivalents |
9,706 | (1,538 | ) | | 8,168 | |||||||||||
Cash and cash equivalents at beginning of period |
3,418 | 9,648 | | 13,066 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
$ | 13,124 | $ | 8,110 | $ | | $ | 21,234 | ||||||||
|
|
|
|
|
|
|
|
22
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The Company
We are one of the largest motion picture exhibitors in the United States and as of June 30, 2012 we owned, operated or had an interest in 233 theatres with 2,245 screens located in 35 states. We target small to mid-size non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.
As of June 30, 2012, we had 217 theatres with 2,122 screens on a digital-based platform, including 209 theatres with 750 screens equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.
We generate revenue primarily from box office receipts and concession sales along with additional revenues from screen advertising sales, our two Hollywood Connection fun centers, video games located in some of our theatres, and theatre rentals. Our revenue depends to a substantial degree on the availability of suitable motion pictures for screening in our theatres and the appeal of such motion pictures to patrons in our specific theatre markets. A disruption in the production of motion pictures, a lack of motion pictures, or the failure of motion pictures to attract the patrons in our theatre markets will likely adversely affect our business and results of operations.
Our revenue also varies significantly depending upon the timing of the film releases by distributors. While motion picture distributors now release major motion pictures more evenly throughout the year, the most marketable films are usually released during the summer months and the year-end holiday season, and we usually earn more during those periods than in other periods during the year. As a result, the timing of such releases affects our results of operations, which may vary significantly from quarter to quarter and year to year.
We generate the majority of our box office revenue from a particular film within the first 30 days of its release date to theater exhibitors. Historically, films have not been released in other formats, such as DVD or video-on-demand, until approximately 120 days after the films initial release. However, over the past several years, the release window for films in other formats has shortened. It is possible that these release windows will continue to shorten, which could impact our ability to attract patrons to our theatres.
Film rental costs are variable in nature and fluctuate with the prospects of a film and the box office revenues of a film. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis and are typically higher for blockbuster films. Advertising costs, which are expensed as incurred, primarily represent advertisements and movie listings placed in newspapers. The cost of these advertisements is based on, among other things, the size of the advertisement and the circulation of the newspaper.
Concessions costs fluctuate with our concession revenues. We purchase substantially all of our non-beverage concession supplies from one supplier and substantially all of our beverage supplies from one supplier.
Other theatre costs consist primarily of theatre labor and occupancy costs. Theatre labor includes a fixed cost component that represents the minimum staffing needed to operate a theatre and a variable component that fluctuates in relation to revenues as theatre staffing is adjusted to address changes in attendance. Facility lease expense is primarily a fixed cost as most of our leases require a fixed monthly rent payment. Certain of our leases are subject to percentage rent clauses that require payments of amounts based on the level of revenue achieved at the theatre-level. Other occupancy costs are substantially fixed.
The ultimate performance of our film product any time during the calendar year will have a dramatic impact on our operating results and cash needs. In addition, the seasonal nature of the exhibition industry and positioning of film product makes our need for cash vary significantly from quarter to quarter. Generally, our liquidity needs are funded by operating cash flow, available funds under our credit agreement and short term float. Our ability to generate this cash will depend largely on future operations.
We continue to focus on operating performance improvements. This includes managing our operating costs, implementing pricing initiatives and closing underperforming theatres. We also intend to allocate our available capital primarily to developing new build-to-suit theatres, making strategic acquisitions, installing Big D auditoriums and improving the condition of our theatres.
23
We actively seek ways to grow our circuit through the building of new theatres and acquisitions. On March 30, 2012, we finalized our purchase of certain assets from Destinta Theatres for approximately $0.7 million. The acquisition consisted of a seven screen theatre in Clarion, Pennsylvania.
In addition, we continue to pursue opportunities for organic growth through new theatre development. We opened two new build-to-suit theatres during the first six months of 2012 and plan to open additional theatres in 2012.
For a summary of risks and uncertainties relevant to our business, please see Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2011.
Results of Operations
Comparison of Three and Six Months Ended June 30, 2012 and June 30, 2011
Revenues. We collect substantially all of our revenues from the sale of admission tickets and concessions. The table below provides a comparative summary of the operating data for this revenue generation.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Average theatres |
234 | 235 | 235 | 236 | ||||||||||||
Average screens |
2,253 | 2,215 | 2,256 | 2,223 | ||||||||||||
Average attendance per screen (1) |
5,583 | 5,890 | 10,975 | 10,096 | ||||||||||||
Average admission per patron (1) |
$ | 6.91 | $ | 6.52 | $ | 6.88 | $ | 6.52 | ||||||||
Average concessions and other sales per patron (1) |
$ | 3.92 | $ | 3.61 | $ | 3.92 | $ | 3.66 | ||||||||
Total attendance (in thousands) (1) |
12,580 | 13,045 | 24,764 | 22,444 | ||||||||||||
Total operating revenues (in thousands) |
$ | 136,291 | $ | 131,474 | $ | 266,998 | $ | 227,187 |
(1) | Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations. |
Total revenue increased approximately 3.7% to $136.3 million for the three months ended June 30, 2012 compared to $131.5 million for the three months ended June 30, 2011, due to an increase in average admissions per patron from $6.52 in the second quarter of 2011 to $6.91 in the second quarter of 2012 and an increase in average concessions and other sales per patron from $3.61 in the second quarter of 2011 to $3.92 for the second quarter of 2012, partially offset by a decrease in total attendance from 13.0 million in the second quarter of 2011 to 12.6 million for the second quarter of 2012. Attendance was down period over period due principally to a more favorable movie slate in 2011. Average admissions per patron increased primarily due to price increases and greater attendance at premium 3-D shows compared to 2-D shows. Average concessions and other sales per patron increased, primarily due to concession promotions and increased prices.
Total revenue increased approximately 17.5% to $267.0 million for the six months ended June 30, 2012 from $227.2 million for the six months ended June 30, 2011 due to an increase in total attendance from 22.4 million for the 2011 period to 24.8 million for the 2012 period, an increase in average admissions per patron from $6.52 for the 2011 period to $6.88 in the 2012 period and an increase in average concessions and other sales per patron from $3.66 in the 2011 period to $3.92 in the 2012 period.
Admissions revenue increased approximately 2.7% to $86.9 million for the three months ended June 30, 2012 from $84.7 million for the same period in 2011, due to an increase in average admissions per patron from $6.52 in the second quarter of 2011 to $6.91 for the second quarter of 2012, partially offset by a decrease in total attendance from 13.0 million in the second quarter of 2011 to 12.6 million for the second quarter of 2012.
Admissions revenue increased approximately 16.7% to $170.1 million for the six months ended June 30, 2012 from $145.7 million for the same period in 2011, due to an increase in total attendance from 22.4 million for the six months ended June 30, 2011 to 24.8 million for the six months ended June 30, 2012 and an increase in average admissions per patron from $6.52 for the 2011 period to $6.88 for the 2012 period.
Concessions and other revenue increased approximately 5.5% to $49.4 million for the three months ended June 30, 2012 compared to $46.8 million for the same period in 2011, due to an increase average concessions and other sales per patron from $3.61 in the second quarter of 2011 to $3.92 for the second quarter of 2012, partially offset by a decrease in total attendance from 13.0 million for the three months ended June 30, 2011 to 12.6 million for the six months ended June 30, 2012.
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Concessions and other revenue increased approximately 18.9% to $96.9 million for the six months ended June 30, 2012 compared to $81.5 million for the six months ended June 30, 2011 due to an increase in total attendance from 22.4 million for the six months ended June 30, 2011 to 24.8 million for the six months ended June 30, 2012 and an increase in average concession and other sales per patron from $3.66 in the 2011 period to $3.92 for the 2012 period.
We operated 233 theatres with 2,245 screens at June 30, 2012 compared to 235 theatres with 2,215 screens at June 30, 2011.
Operating costs and expenses. The table below summarizes operating expense data for the periods presented.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||||||||
($s in thousands) | 2012 | 2011 | % Change | 2012 | 2011 | % Change | ||||||||||||||||||
Film exhibition costs |
$ | 48,533 | $ | 46,623 | 4 | $ | 92,040 | $ | 78,699 | 17 | ||||||||||||||
Concession costs |
$ | 5,510 | $ | 5,329 | 3 | $ | 11,102 | $ | 9,195 | 21 | ||||||||||||||
Other theatre operating costs |
$ | 52,707 | $ | 49,448 | 7 | $ | 105,254 | $ | 98,461 | 7 | ||||||||||||||
General and administrative expenses |
$ | 5,174 | $ | 4,496 | 15 | $ | 10,174 | $ | 9,229 | 10 | ||||||||||||||
Severance agreement charges |
$ | 493 | $ | 845 | (42 | ) | $ | 493 | $ | 845 | (42 | ) | ||||||||||||
Depreciation and amortization |
$ | 7,756 | $ | 7,874 | | $ | 15,542 | $ | 15,662 | | ||||||||||||||
Loss on sale of property and equipment |
$ | | $ | 80 | n/m | $ | 248 | $ | 60 | n/m | ||||||||||||||
Write-off of note receivable |
$ | | $ | 750 | n/m | $ | | $ | 750 | n/m | ||||||||||||||
Impairment of long-lived assets |
$ | 50 | $ | 1,164 | n/m | $ | 1,536 | $ | 1,325 | n/m |
Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended June 30, 2012 increased to $48.5 million as compared to $46.6 million for the three months ended June 30, 2011 primarily resulting from increased average admissions per patron. As a percentage of admissions revenue, film exhibition costs increased to 55.8% for the three months ended June 30, 2012 as compared to 55.1% for the three months ended June 30, 2011. Film exhibition costs for the six months ended June 30, 2012 increased to $92.0 million as compared to $78.7 million for the six months ended June 30, 2011. As a percentage of admissions revenue, film exhibition costs for the six months ended June 30, 2012 were 54.1% as compared to 54.0% for the six months ended June 30, 2011.
Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended June 30, 2012 remained consistent with the three months ended June 30, 2011. Concession costs were $5.5 million and $5.3 million for the three months ended June 30, 2012 and 2011, respectively. As a percentage of concessions and other revenues, concession costs for the three months ended June 30, 2012 were 11.2% as compared to 11.4% for the three months ended June 30, 2011. Concession costs increased to approximately $11.1 million for the six months ended June 30, 2012, compared to $9.2 million for the six months ended June 30, 2011 due to increased concessions sales resulting from increased attendance during the six months ended June 30, 2012. As a percentage of concessions and other revenues, concession costs were 11.5% and 11.3% for the six months ended June 30, 2012 and 2011, respectively.
Other theatre operating costs. Other theatre operating costs for the three months ended June 30, 2012 increased to $52.7 million as compared to $49.4 million for the three months ended June 30, 2011. The increase in our other theatre operating costs was primarily the result of increases in salaries and wages expense, theatre occupancy costs and repair and maintenance costs. Other theatre operating costs for the six months ended June 30, 2012 increased to $105.3 million as compared to $98.5 million for the six months ended June 30, 2011. The increase in other theatre operating costs was primarily the result of increases in salaries and wages expense, theatre occupancy costs and credit card fees.
General and administrative expenses. General and administrative expenses increased to $5.2 million for the three months ended June 30, 2012 compared to $4.5 million for the three months ended June 30, 2011. General and administrative expenses for the six months ended June 30, 2012 increased to $10.2 million as compared to $9.2 million for the six months ended June 30, 2011. The increase in general and administrative expenses during the three and six months ended June 30, 2012 was primarily the result increases in salaries and wages expense, professional fees and travel expenses.
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Depreciation and amortization. Depreciation and amortization expenses remained consistent for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011. Depreciation and amortization expenses were $7.8 and $7.9 million for the three months ended June 30, 2012 and 2011, respectively, and $15.5 million and $15.7 million for the six months ended June 30, 2012 and 2011, respectively.
Net gain (loss) on sales of property and equipment. We did not recognize a gain or loss on the sale of property and equipment for the three months ended June 30, 2012. We recognized a loss of $80,000 on the sale of property and equipment for the three months ended June 30, 2011. We recognized a loss of $0.2 million and $60,000 on the sale of property and equipment for the six months ended June 30, 2012 and 2011, respectively.
Write-off of note receivable. We did not write-off any note receivable for the three and six months ended June 30, 2012. For the three and six months ended June 30, 2011, we wrote off a note receivable of $750,000. The loss was the result of an uncollectible note receivable on a theatre sold in August 2008.
Impairment of long-lived assets. Impairment of long-lived assets for the three months ended June 30, 2012 decreased to $50,000 from $1.2 million for the three months ended June 30, 2011. The impairment charges for the three months ended June 30, 2012 were primarily the result of continued deterioration in previously impaired theatres. Impairment of long-lived assets for the six months ended June 30, 2012 increased to $1.5 million from $1.3 million in the 2011 period. The impairment charges for the six months ended June 30, 2012 were primarily the result of our decision to replace an existing theatre prior to the end of its useful life.
Operating income (loss). Operating income for the three months ended June 30, 2012 increased to $16.1 million from $14.9 million for the three months ended June 30, 2011. As a percentage of revenues, operating income for the three months ended June 30, 2012 was 11.8% as compared to 11.3% for the three months ended June 30, 2011. This fluctuation is primarily a result of an increase in total revenue resulting from increased average admissions revenue per patron and average concessions and other sales per patron, a reduction in impairment charges and the factors described above. Operating income for the six months ended June 30, 2012 increased 136.2% to $30.6 million as compared to $13.0 million for the six months ended June 30, 2011. As a percentage of revenues, operating income for the six months ended June 30, 2012 was 11.5% as compared to 5.7% for the six months ended June 30, 2011. These fluctuations are primarily a result of the factors described above.
Interest expense, net. Interest expense, net for the three months ended June 30, 2012 and 2011 was $8.6 million. Interest expense remained consistent for the three months ended June 30, 2012 and 2011 due to a reduction in average debt outstanding during the three months ended June 30, 2012, offset by an increase in the weighted average interest rate of our senior secured notes compared to our term loan. Interest expense, net for the six months ended June 30, 2012 decreased to $16.9 million from $17.8 million for the six months ended June 30, 2011. The decrease for the six months ended June 30, 2012 was primarily related to a decrease in the average debt outstanding.
Income tax. During the three and six months ended June 30, 2012, we recorded income tax expense of $0.9 million and $3.3 million, respectively as compared to $0.8 million and $7.3 million during the three and six months ended June 30, 2011. Income tax expense was higher for the six months ended June 30, 2011 primarily due to the current tax expense associated with the $30 million Screenvision payment received in January 2011 (as discussed in Note 9Screenvision Transaction in the Interim Financial Statements) and the inability to recognize an associated deferred tax benefit, due to our ongoing assessment that the realization of our deferred tax assets is unlikely. At June 30, 2012 and December 31, 2011, our consolidated deferred tax assets were $85.0 million, before the effects of any valuation allowance. We regularly assess whether it is more likely than not that our deferred tax asset balance will be recovered from future taxable income, taking into account such factors as our earnings history, carryback and carryforward periods and tax planning strategies. When evidence exists that indicates that recovery is uncertain, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the period that such determination is made.
The effective tax rate from continuing operations for the three and six months ended June 30, 2012 was 44.8% and 42.8%, respectively. The effective tax rate differs from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of our assets and liabilities and the inability to recognize an associated deferred tax benefit, due to our ongoing assessment that the realization of our deferred tax assets is unlikely.
Loss from discontinued operations, net of tax benefit. Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. During the three months ended June 30, 2012 and 2011, we closed three theatres and one theatre, respectively, and for the six months ended June 30, 2012 and 2011, we closed seven and four theatres, respectively. With respect to the closures during the three months ended June 30, 2012 and 2011, we classified three theatres in each period as discontinued operations, and for the six months ended June 30, 2012 and 2011 we classified four theatres in each period as discontinued operations. We reported the results of these operations, including gains or losses on disposal, as discontinued operations. The operations and cash flow of these theatres have been eliminated from our operations, and we will not have any continuing involvement in their operations.
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Liquidity and Capital Resources
General
We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a substantial working capital deficit because our operating revenues are primarily received on a cash basis. Rather than maintain significant cash balances that would result from this pattern of operating cash flows, we utilize operating cash flows in excess of those required for investing activities to fund capital projects, including new build-to-suit theatres and acquisitions. We had a working capital surplus of $45.4 million as of June 30, 2012 compared to a working capital deficit of $33.4 million at December 31, 2011. The working capital surplus in 2012 resulted from proceeds of $56.5 million received from our common stock offering in April 2012.
At June 30, 2012, we had available borrowing capacity of $25 million under our revolving Credit Facility (as defined below) and approximately $85.8 million in cash and cash equivalents on hand as compared to $13.6 million in cash and cash equivalents at December 31, 2011. The material terms of our revolving credit facility (including limitations on our ability to freely use all the available borrowing capacity) are described below in Credit Agreement and Covenant Compliance.
On April 11, 2012, we issued 4.6 million shares of our common stock at a price to the public of $13.00 per share through a registered public offering, including 0.6 million shares upon the underwriters option to fully exercise the overallotment. The net proceeds from the transaction were approximately $56.4 million. The funds received from the issuance of the shares will be used for general corporate purposes, including working capital, repayment of debt, possible acquisitions and other capital expenditures.
On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2019 (the Senior Secured Notes). A portion of the proceeds of the Senior Secured Notes were used to repay in full our current senior secured term loan which had an outstanding balance of $199.7 million as of March 31, 2012. Following this repayment, we retained net cash proceeds of $0.8 million from the transaction after the payment of offering and other transaction expenses which we intend to use for general corporate purposes. On April 27, 2012, we also entered into a new $25.0 million senior secured revolving credit facility (the Credit Facility), which was undrawn at closing, and terminated our existing credit facility. The material terms of the Senior Secured Notes and the Credit Facility are described below in Credit Agreement and Covenant Compliance.
Net cash provided by operating activities was $26.1 million for the six months ended June 30, 2012 compared to net cash provided by operating activities of $41.4 million for the six months ended June 30, 2011. Cash provided by operating activities was higher for the six months ended June 30, 2011 due primarily to the collection of the $30.0 million receivable from Screenvision in January 2011 partially offset by increased box office attendance during the six months ended June 30, 2012. Net cash used in investing activities was $10.3 million for the six months ended June 30, 2012 compared to $5.5 million for the six months ended June 30, 2011. The increase in our net cash used in investing activities is primarily due to an increase in cash used for the purchases of property and equipment and the acquisition of one theatre in March 2012 partially offset by a increase in proceeds from sales of property and equipment. Capital expenditures were $10.6 million and $6.2 million for the six months ended June 30, 2012 and 2011, respectively. Capital expenditures for the 2012 period were primarily due to the construction of two new build-to-suit theatres opened during the first quarter of 2012 and Big D renovations (as described below). Capital expenditures for the 2011 period related primarily to additional 3-D rollouts, Big D renovations, theatre renovations and upgrades to computer equipment. Net cash provided by financing activities was $56.3 million for the six months ended June 30, 2012 compared to net cash used in financing activities of $27.7 million for the six months ended June 30, 2011. The increase in our net cash from financing activities is primarily due to the proceeds of $56.3 million received from our common stock offering in April 2012 and the repayment of $25.0 million on our term loan during the six months ended June 30, 2011.
Our liquidity needs are funded by operating cash flow and availability under our Credit Facility. The exhibition industry is seasonal with the studios normally releasing their premiere film product during the holiday season and summer months. This seasonal positioning of film product makes our needs for cash vary significantly from quarter to quarter. Additionally, the ultimate performance of the films any time during the calendar year will have a dramatic impact on our cash flow.
We from time to time close older theatres or do not renew the leases, and the expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations. In the first six months of 2012, we closed seven of our underperforming theatres and estimate closing up to a total of 12 theatres for the full year 2012.
We plan to incur between $25 and $30 million in capital expenditures for calendar year 2012. We opened two new build-to-suit theatres during the first quarter of 2012 and plan to open additional theatres in 2012. In 2010, we began installing our own large digital format screen in select theatres. The Big D-Large Format Digital Experience (Big D) includes a larger screen,
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enhanced sound and premium seating accommodations. As of June 30, 2012, we have 13 Big D auditoriums, including one auditorium in each of our new build-to-suit theatres opened during the first quarter of 2012. We intend to roll out additional Big D auditoriums during the remainder of 2012, including one Big D auditorium in each new build-to-suit theatre.
We actively seek ways to grow our circuit through acquisitions. On March 30, 2012, we completed our purchase of certain assets from Destinta Theatres for approximately $0.7 million. The acquisition consisted of a seven screen theatre in Clarion, Pennsylvania.
7.375% Senior Secured Notes
On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the Senior Secured Notes). Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year, beginning on November 15, 2012. The Senior Secured Notes are fully and unconditionally guaranteed by each of our existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries. Debt issuance costs and other transaction fees of $8.4 million are included in prepaid expenses and other current assets and other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of our and our guarantors current and future property and assets (including the capital stock of our current subsidiaries), other than certain excluded assets.
At any time prior to May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, we may redeem all or a portion of the Senior Secured Notes by paying a make-whole premium calculated as described in the indenture governing the Senior Secured Notes (the Indenture).
At any time on or after May 15, 2015, we may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.
Following a change of control, as defined in the Indenture, we will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture includes covenants that limit the ability of us and our restricted subsidiaries to, among other things: incur additional indebtedness or guarantee obligations; issue certain preferred stock or redeemable stock; subject to certain exceptions, pay dividends up to certain specified limits, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments; sell, transfer or otherwise convey certain assets; create or incur liens or other encumbrances; prepay, redeem or repurchase subordinated debt prior to stated maturities; designate our subsidiaries as unrestricted subsidiaries; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into a new or different line of business; and enter into certain transactions with our affiliates. The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.
The Indenture provides for customary events of default. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, such amounts with respect to the Senior Secured Notes will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Senior Secured Notes.
Revolving Credit Facility
On April 27, 2012, we entered into a revolving credit facility (the Credit Facility) by and among us, as borrower, the banks and other financial institutions or entities from time to time parties to the credit agreement governing the Credit Facility (the Credit Agreement), as lenders, and Macquarie US Trading LLC as administrative agent. Macquarie US Trading, LLC and Raymond James Bank, N.A. as lenders under the Credit Agreement as initially in effect.
The Credit Agreement provides a $25.0 million senior secured revolving credit facility having a four year term, and includes a sub-facility for the issuance of letters of credit totaling up to $10.0 million. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect wholly owned domestic subsidiaries, and the obligations of us and our guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of our and such subsidiaries current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral
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agreement by and among us, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Agreement contains provisions to accommodate the incurrence of up to $150.0 million in future incremental borrowings. While the Credit Agreement does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Agreement describes how such debt (if provided by our existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred.
The interest rate for borrowings under the Credit Facility is LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (as defined in the Credit Facility) (subject to a 2.00% floor) plus a margin of 3.50%, as we may elect. In addition, we will be required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit Facility is April 27, 2016.
The Credit Facility contains covenants which, among other things, limit our ability, and that of our subsidiaries, to:
| pay dividends up to certain specified limits or make any other restricted payments to parties other than to us; |
| incur additional indebtedness and financing obligations; |
| create liens on our assets; |
| make certain investments; |
| sell or otherwise dispose of our assets other than in the ordinary course of business; |
| consolidate, merge or otherwise transfer all or any substantial part of our assets; |
| enter into transactions with our affiliates; and |
| engage in businesses other than those in which we are currently engaged or those reasonably related thereto. |
These limitations are similar to the corresponding limitations applicable under the terms of the Indenture, except that the Credit Facility contains further limitations on our ability to incur additional indebtedness and liens. In addition, to the extent we incur certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. In addition, if we draw on the Credit Facility, we will be required to maintain a first lien leverage ratio as defined (the Leverage Ratio) not more than 2.75 to 1.00. The Credit Agreement also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.
Our failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:
| our failure to pay principal on the loans when due and payable, or our failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods); |
| the occurrence of a change of control (as defined in the Credit Agreement); |
| a breach or default by us or our subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10 million; |
| breach of representations or warranties in any material respect; |
| failure to perform other obligations under the Credit Agreement and the security documents for the Credit Facility (subject to applicable cure periods); or |
| certain bankruptcy or insolvency events. |
In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.
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Contractual Obligations
We did not have any material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, with the exception of the issuance of the Senior Secured Notes. The following table reflects our contractual obligations as of June 30, 2012.
Less than one year |
1-3 years |
3-5 years |
More than 5 years |
Total | ||||||||||||||||
7.375% Notes1 |
$ | | $ | | $ | | $ | 210.0 | $ | 210.0 | ||||||||||
Interest payments |
14.4 | 31.0 | 31.0 | 32.8 | 109.2 | |||||||||||||||
Financing obligations |
11.4 | 23.4 | 25.6 | 160.6 | 221.0 | |||||||||||||||
Capital lease obligations |
6.1 | 12.0 | 11.9 | 22.9 | 52.9 | |||||||||||||||
Operating leases |
45.2 | 84.4 | 76.9 | 201.6 | 408.1 | |||||||||||||||
Purchase obligations |
8.1 | | | | 8.1 | |||||||||||||||
Christie contract |
0.2 | 0.3 | 0.3 | | 0.8 | |||||||||||||||
Employment agreement with Chief Executive Officer |
0.6 | 0.3 | | | 0.9 | |||||||||||||||
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Total contractual cash obligations |
$ | 86.0 | $ | 151.4 | $ | 145.7 | $ | 627.9 | $ | 1,011.0 | ||||||||||
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(1) | Includes only principal payments on the Senior Secured Notes. |
Forward-Looking Information
Certain items in this report are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (the Exchange Act). In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as plan, estimate, expect, project, anticipate, intend, believe and other words and terms of similar meaning in connection with discussion of future operating or financial performance. These statements include, among others, statements regarding our future operating results, our strategies, sources of liquidity, debt covenant compliance, the availability of film product, our capital expenditures, and the opening and closing of theatres. These statements are based on the current expectations, estimates or projections of management and do not guarantee future performance. The forward-looking statements also involve risks and uncertainties, which could cause actual outcomes and results to differ materially from what is expressed or forecasted in these statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including:
| general economic conditions in our regional and national markets; |
| our ability to comply with covenants contained in the agreements governing our indebtedness; |
| 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; |
| the effect of leverage on our financial condition; |
| prices and availability of operating supplies; |
| 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; |
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| 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, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 under the caption Risk Factors. |
Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and our other SEC reports, accessible on the SECs website at www.sec.gov and our website at www.carmike.com.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There have been no material changes in market risk from the information provided under Quantitative and Qualitative Disclosures about Market Risk in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2011 other than as described below.
On April 27, 2012, in connection with the issuance of our 7.375% Senior Secured Notes due 2019, we repaid our outstanding term loan. Following this repayment, we do not have any material variable rate indebtedness outstanding.
ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of June 30, 2012, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There has been no change in the Companys internal control over financial reporting during the three months ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
31
ITEM 1. | LEGAL PROCEEDINGS |
For information relating to the Companys legal proceedings, see Note 7Commitments and Contingencies, under Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. | RISK FACTORS |
For information regarding factors that could affect the Companys results of operations, financial condition and liquidity, see the risk factors discussed under Risk Factors in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2011 and in Part II, Item 1A of the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. See also Forward-Looking Statements, included in Part I, Item 2 of this Quarterly Report on Form 10-Q.
There have been no material changes from the risk factors previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2011 with the exception of the risk factors related to the issuance of the Senior Secured Notes in Part II, Item 1A of the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | MINE SAFETY DISCLOSURES |
None.
ITEM 5. | OTHER INFORMATION |
None.
32
ITEM 6. | EXHIBITS |
Listing of exhibits
Exhibit |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmikes Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference). | |
3.2 | Certificate of Amendment to amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc, (filed as Exhibit 3.1 to Carmikes Current Report on Form 8-K filed May 21, 2010 and incorporated herein by reference). | |
3.3 | Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmikes Current Report on Form 8-K filed on January 22, 2009 and incorporated herein by reference). | |
4.1 | Indenture for 7.375% Senior Secured Notes due 2019, dated April 27, 2012, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
4.2 | Registration Rights Agreement for 7.375% Senior Secured Notes due 2019, dated April 27, 2012, among Carmike Cinemas, Inc. and Macquarie Capital (USA) Inc. (filed as Exhibit 4.2 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
4.3 | Form of 7.375% Senior Secured Note due 2019 (included in Exhibit 4.1). | |
10.1 | Credit Agreement, dated April 27, 2012, by and among Carmike Cinemas, Inc., as Borrower, the several lenders from time to time parties to the Credit Agreement, Macquarie US Trading LLC, as Administrative Agent and Syndication Agent, and Macquarie Capital USA (Inc.) as Sole Lead Arranger and Sole Bookrunner (filed as Exhibit 10.1 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
10.2 | Second Lien Guarantee Collateral Agreement, dated April 27, 2012, among Carmike Cinemas, Inc., the other Guarantors party thereto, Wells Fargo Bank, National Association, as Collateral Trustee (filed as Exhibit 10.2 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
10.3 | Collateral Trust Agreement, dated April 27, 2012, between Carmike Cinemas, Inc., the Guarantors from time to time party thereto, Macquarie US Trading LLC, as Administrative Agent under the Credit Agreement and Wells Fargo Bank, National Association, as Trustee under the Indenture and as Collateral Trustee (filed as Exhibit 10.3 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
10.4 | First Lien Guarantee and Collateral Agreement between Carmike Cinemas, Inc. and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association, as Collateral Trustee (filed as Exhibit 10.4 to Carmikes Current Report on Form 8-K filed on April 30, 2012). | |
10.5 | Carmike Cinemas, Inc. Section 162(m) Performance-Based Program (filed as Appendix A to Carmikes Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on April 20, 2012 and incorporated herein by reference). | |
10.6 | Amendment No. 2 to Employment Agreement between Carmike Cinemas, Inc. and S. David Passman III. | |
10.7 | Amendment No. 2 to Separation Agreement between Carmike Cinemas, Inc. and Richard B. Hare. | |
10.8 | Amendment No. 3 to Separation Agreement between Carmike Cinemas, Inc. and Fred W. Van Noy. | |
11 | Computation of per share earnings (provided in Note 8 of the notes to condensed consolidated financial statements included in this report under the caption Net Income (Loss) Per Share). | |
31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
33
Exhibit |
Description | |
31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following financial information for Carmike, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as detailed text. |
34
Pursuant to the requirements of Section 13 or 15(d) 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. | ||||
Date: August 1, 2012 |
By: | /s/ S. David Passman III | ||
S. David Passman III | ||||
President, Chief Executive Officer and Director (Principal Executive Officer) | ||||
Date: August 1, 2012 |
By: | /s/ Richard B. Hare | ||
Richard B. Hare | ||||
Senior Vice PresidentFinance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) |
35
Exhibit 10.6
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
This Amendment Number Two to Employment Agreement (this Amendment) is made and entered into as of March 8, 2012 by and between Carmike Cinemas, Inc. (Carmike) and S. David Passman III ( Executive).
WHEREAS, Carmike and Executive entered into an Employment Agreement dated as of June 4, 2009, as amended by Amendment No. 1 thereto dated as of March 29, 2010 (the Employment Agreement), pursuant to which Carmike employs Executive as its President and Chief Executive Officer;
WHEREAS, Carmike and Executive desire to amend the Employment Agreement to increase the monthly apartment allowance to $4,000, to remove references to Executives relocation of his residence to Columbus, Georgia and to clarify certain provisions for purposes of Section 409A of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, Carmike and Executive hereby amend the Employment Agreement as follows, effective as of March 8, 2012:
1.
By amending Section 4.1, Reimbursement, to read as follows:
Reimbursement. Carmike shall reimburse Executive for (or, at Carmikes option, pay) all reasonable and proper business travel and other out-of pocket expenses incurred by Executive in the performance of his duties and responsibilities to Carmike during the Term. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with Carmikes expense reporting and reimbursement policies. The following provisions shall apply to all taxable reimbursement of expenses, including the reimbursements (and compensation for income taxes or tax liability) described in Sections 4.2, 4.3 and 7.1(d), to the extent that such taxable reimbursement is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)): All approved reimbursements for which appropriate invoices are presented shall be paid within a reasonable time and not later than the last day of the calendar year following the calendar year in which the reimbursed expense was incurred. Any expenses reimbursed during any calendar year will not affect the expenses reimbursed by Carmike in another calendar year. Executives right to reimbursement of expenses is not subject to liquidation or exchange for another benefit.
2.
By amending Section 4.3, Apartment Allowance, to read as follows:
Apartment Allowance. Executive shall be entitled to reimbursement for reasonable expenses incurred to lease an apartment in Columbus, Georgia, up to, but not exceeding $4,000 per calendar month. If any expense reimbursed pursuant to this § 4.3 is considered taxable income to Executive, Carmike shall compensate Executive for any income taxes owed by Executive related to such reimbursement, such that after such income taxes have been paid, the apartment expenses are fully reimbursed by Carmike.
3.
By amending Section 7.1(e) to read as follows:
If Executive is a specified employee (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a separation from service (as defined in Treas. Reg. § 1.409A-1(h)).
4.
By amending Section 7.6, General Release, to read as follows:
General Release. The separation benefit provided in § 7.1 shall not be paid unless Executive signs a General Release of claims in a form reasonably acceptable to Carmike and such general release shall have become irrevocable on or before the end of the sixty (60) day period beginning on Executives separation from service (as such term is defined in Treas. Reg. § 1.409A-1(h)) and subject to § 7.1(e), payments described in § 7.1 shall commence on the sixtieth (60th) day following Executives separation from service. Notwithstanding the foregoing sentence, nothing in this § 7.6 is intended to increase the amount of benefits provided under § 7.1.
5.
Except as otherwise expressly amended herein, the terms and conditions of the Employment Agreement as in effect immediately before the effective date of this Amendment shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, Carmike and Executive have executed this Amendment Number Two as of the date first set forth above.
CARMIKE CINEMAS, INC. | ||
By: | /s/ Daniel E. Ellis | |
Daniel E. Ellis | ||
Senior Vice President, General Counsel and Secretary |
EXECUTIVE | ||
/s/ S. David Passman III | ||
S. David Passman III |
Exhibit 10.7
AMENDMENT NUMBER TWO TO SEPARATION AGREEMENT
This Amendment Number Two to Separation Agreement (this Amendment) is made and entered into as of June 11, 2012 by and between Carmike Cinemas, Inc. (Carmike) and Richard B. Hare (Executive).
WHEREAS, Carmike and Executive entered into a Separation Agreement dated as of May 18, 2007, as amended by Amendment Number One thereto dated as of December 29, 2008 (the Separation Agreement), to address certain benefits payable to Executive upon termination of employment;
WHEREAS, Carmike and Executive desire to amend the Separation Agreement to clarify certain provisions for purposes of Section 409A of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, Carmike and Executive hereby amend the Separation Agreement as follows, effective as of January 1, 2009:
1.
By amending Section 2.1(e) to read as follows:
If Executive is a specified employee (as defined in Treas. Reg. § 1.409A-1(i)), then the timing of payments to which Executive is entitled shall be determined in accordance with § 4.13.
2.
By amending Section 4.13, Compliance with § 409A of the Code, to read as follows:
Compliance with § 409A of the Code. To the extent this Agreement is subject to § 409A of the Code, the Executive and Carmike intend all payments under this Agreement to comply with the requirements of such section, and this Agreement shall, to the extent practical, be operated and administered to effectuate such intent. If Executive is a specified employee (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 2.1 that is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a separation from service (as defined in Treas. Reg. § 1.409A-1(h)). To the extent that any taxable reimbursement of expenses, including the reimbursements (and compensation for income taxes or tax liability) described in § 2.1(d), is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)): (i) all approved reimbursements shall be paid within a reasonable time and not later than the last day of the calendar year
following the calendar year in which the reimbursed expense was incurred, (ii) any expenses reimbursed during any calendar year shall not affect the expenses reimbursed by Carmike in another calendar year, and (iii) Executives right to reimbursement of expenses shall not be subject to liquidation or exchange for another benefit.
3.
Except as otherwise expressly amended herein, the terms and conditions of the Separation Agreement as in effect immediately before the effective date of this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, Carmike and Executive have executed this Amendment Number Two as of the date first set forth above.
CARMIKE CINEMAS, INC. | ||
By: | /s/ Daniel E. Ellis | |
Daniel E. Ellis | ||
Senior Vice President, General Counsel and Secretary |
EXECUTIVE |
/s/ Richard B. Hare |
Richard B. Hare |
Exhibit 10.8
AMENDMENT NUMBER THREE TO SEPARATION AGREEMENT
This Amendment Number Three to Separation Agreement (this Amendment) is made and entered into as of June 11, 2012 by and between Carmike Cinemas, Inc. (Carmike) and Fred W. Van Noy ( Executive).
WHEREAS, Carmike and Executive entered into a Separation Agreement, as amended by Amendment Number One thereto dated as of December 19, 2008 and Amendment Number Two thereto dated as of March 4, 2011 (the Separation Agreement), to address certain benefits payable to Executive upon termination of employment;
WHEREAS, Carmike and Executive desire to amend the Separation Agreement to clarify certain provisions for purposes of Section 409A of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, Carmike and Executive hereby amend the Separation Agreement as follows, effective as of January 1, 2009:
1.
By amending Section 2.1(e) to read as follows:
If Executive is a specified employee (as defined in Treas. Reg. § 1.409A-1(i)), then the timing of payments to which Executive is entitled shall be determined in accordance with § 5.13.
2.
By amending Section 5.13, Compliance with § 409A of the Code, to read as follows:
Compliance with § 409A of the Code. To the extent this Agreement is subject to § 409A of the Code, the Executive and Carmike intend all payments under this Agreement to comply with the requirements of such section, and this Agreement shall, to the extent practical, be operated and administered to effectuate such intent. If Executive is a specified employee (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 2.1 that is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a separation from service (as defined in Treas. Reg. § 1.409A-1(h)). To the extent that any taxable reimbursement of expenses, including the reimbursements (and compensation for income taxes or tax liability) described in § 2.1(d), is a payment of deferred compensation from a nonqualified deferred compensation plan (as defined in Treas. Reg. § 1.409A-1(a)): (i) all approved reimbursements shall be
paid within a reasonable time and not later than the last day of the calendar year following the calendar year in which the reimbursed expense was incurred, (ii) any expenses reimbursed during any calendar year shall not affect the expenses reimbursed by Carmike in another calendar year, and (iii) Executives right to reimbursement of expenses shall not be subject to liquidation or exchange for another benefit.
3.
Except as otherwise expressly amended herein, the terms and conditions of the Separation Agreement as in effect immediately before the effective date of this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, Carmike and Executive have executed this Amendment Number Three as of the date first set forth above.
CARMIKE CINEMAS, INC. | ||
By: | /s/ Daniel E. Ellis | |
Daniel E. Ellis | ||
Senior Vice President, General Counsel and Secretary | ||
EXECUTIVE
/s/ Fred W. Van Noy | ||
Fred W. Van Noy |
Exhibit 31.1
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
I, S. David Passman III, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 1, 2012
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and Director |
Exhibit 31.2
CERTIFICATE OF CHIEF FINANCIAL OFFICER
I, Richard B. Hare, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 1, 2012
/s/ Richard B. Hare |
Richard B. Hare |
Senior Vice President-Finance, Treasurer and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, S. David Passman III, the Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer. |
Date: August 1, 2012
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and Director |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Richard B. Hare, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer. |
Date: August 1, 2012
/s/ Richard B. Hare |
Richard B. Hare Senior Vice President-Finance, Treasurer and Chief Financial Officer |
Investments in Unconsolidated Affiliates (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Assets: | ||||
Current assets | $ 40,349 | $ 40,349 | ||
Noncurrent assets | 163,743 | 163,743 | ||
Total assets | 204,092 | 204,092 | ||
Liabilities: | ||||
Current liabilities | 40,792 | 40,792 | ||
Noncurrent liabilities | 86,424 | 86,424 | ||
Total liabilities | 127,216 | 127,216 | ||
Results of operations: | ||||
Revenue | 31,403 | 45,934 | 54,187 | 68,942 |
Net loss | $ (5,328) | $ 6 | $ (13,697) | $ (7,735) |
Impairment of Long-Lived Assets (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Impairment of Long-Lived Assets (Additional Textual) [Abstract] | ||||
Impairment charges | $ 50 | $ 1,164 | $ 1,536 | $ 1,325 |
Estimated aggregate fair value of long-lived assets impaired | $ 870 | $ 5,677 | ||
Minimum [Member]
|
||||
Impairment of Long-Lived Assets (Textual) [Abstract] | ||||
Projected future attendance fluctuations | (10.00%) | |||
Risk-adjusted rate of return | 10.00% | |||
Maximum [Member]
|
||||
Impairment of Long-Lived Assets (Textual) [Abstract] | ||||
Projected future attendance fluctuations | 10.00% | |||
Risk-adjusted rate of return | 15.00% |
Net Income (Loss) Per Share (Details)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Net Income (Loss) Per Share (Textual) [Abstract] | ||||
Common stock equivalents excluded from the calculation of diluted loss per share | 400,377 | 1,004,577 | 253,599 | 1,180,908 |
Income Taxes
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Income Taxes [Abstract] | |
INCOME TAXES |
NOTE 4—INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory tax rates, tax planning opportunities available in the various jurisdictions in which it operates and the impact of valuation allowances against deferred tax assets. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions. The effective tax rate from continuing operations for the three months ended June 30, 2012 was 44.8%. The effective tax rate from continuing operations for the six months ended June 30, 2012 was 42.8%. The Company’s tax rates for the three and six months ended June 30, 2012 differ from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of our assets and liabilities and the inability to recognize an associated deferred tax benefit, due to our ongoing assessment that the realization of our deferred tax assets is unlikely. As a result of the Company’s history of operating losses, the Company’s net deferred tax assets are fully offset by a valuation allowance at June 30, 2012 and December 31, 2011. The Company regularly assesses whether it is more likely than not that its deferred tax asset balance will be recovered from future taxable income, taking into account such factors as its earnings history, carryback and carryforward periods, and tax planning strategies. When evidence exists that indicates that recovery is uncertain, a valuation allowance is maintained against the deferred tax asset. At this time, the Company does not believe that realization of its deferred tax assets is more likely than not to occur. The Company recognizes a tax benefit associated with an uncertain tax position when, in the Company’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. As of June 30, 2012 and December 31, 2011, the amount of unrecognized tax benefits was $2,500, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9—Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position. |