UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 4, 2014
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-14993 | 58-1469127 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1301 First Avenue, Columbus, Georgia | 31901 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (706) 576-3400
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On November 4, 2014, Carmike Cinemas, Inc. (the Company) issued a press release announcing its financial results for the three and nine months ended September 30, 2014. The press release contains information about the Companys financial condition at September 30, 2014 and results of operations for the three and nine months ended September 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Disclosure Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Companys beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, believes, expects, anticipates, plans, estimates or similar expressions. Examples of forward-looking statements in this Form 8-K include the Companys expectations regarding circuit and strategic expansion, additional acquisition opportunities and planned cost mangement. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Companys ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:
| the Companys ability to achieve expected results from its strategic acquisitions; |
| general economic conditions in the Companys regional and national markets; |
| the Companys ability to comply with covenants contained in the agreements covering its indebtedness; |
| the Companys ability to operate at expected levels of cash flow; |
| financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; |
| the Companys ability to meet its contractual obligations, including all outstanding financing commitments; |
| the availability of suitable motion pictures for exhibition in the Companys markets; |
| competition in the Companys markets; |
| competition with other forms of entertainment; |
| the effect of the Companys leverage on its financial condition; |
| prices and availability of operating supplies; |
| the impact of continued cost control procedures on operating results; |
| the impact of asset impairments; |
| the impact of terrorist acts; |
| changes in tax laws, regulations and rates; |
| financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of our business; and |
| other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, under the caption Risk Factors. |
The Company believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of these in light of new information or future events.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit 99.1 Press release, dated November 4, 2014.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARMIKE CINEMAS, INC. | ||||
Date: November 4, 2014 |
By: | /s/ Richard B. Hare | ||
Richard B. Hare | ||||
Senior Vice PresidentFinance, Treasurer and Financial Officer |
EXHIBIT INDEX |
Exhibit Number |
Description | |
Exhibit 99.1 | Press release, dated November 4, 2014. |
Exhibit 99.1
Webcast/Conference Call TODAY, Tuesday, November 4 at 5:00 p.m. ET
WEBCAST LINK: www.carmikeinvestors.com (archived for 30 days)
CALL DIAL-IN: 800/763-5615 or 212/231-2919 (international callers)
CALL REPLAY: 800/633-8284 or 402/977-9140, passcode: 21735963 (through November 11)
Carmike Cinemas Reports Third Quarter 2014 Financial Results
Admissions, Concessions and Other Revenues Hold Steady amid Industry-Wide Box Office Headwinds
COLUMBUS, Georgia November 4, 2014 Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today reported results for the three and nine-month periods ended September 30, 2014, as summarized below.
SUMMARY FINANCIAL DATA
(unaudited)
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||||||||||||||
(in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Total operating revenues |
$ | 162.6 | $ | 164.2 | $ | 504.5 | $ | 463.0 | ||||||||
Operating income |
2.4 | 13.5 | 29.2 | 40.3 | ||||||||||||
Interest expense |
12.8 | 12.4 | 39.0 | 37.0 | ||||||||||||
Theatre level cash flow (1) |
24.5 | 33.7 | 89.8 | 96.5 | ||||||||||||
Net (loss) income |
(6.8 | ) | 1.0 | (6.7 | ) | 1.9 | ||||||||||
Adjusted net (loss) income (1) |
(4.6 | ) | 3.5 | (3.2 | ) | 6.8 | ||||||||||
Adjusted EBITDA (1) |
18.4 | 28.3 | 71.1 | 79.7 | ||||||||||||
(in millions) | Sept. 30, 2014 | Dec. 31, 2013 | ||||||||||||||
Total debt(1) |
$ | 451.3 | $ | 455.3 | ||||||||||||
Net debt(1) |
$ | 355.0 | $ | 311.4 |
(1) | Theatre level cash flow, adjusted net (loss) income, adjusted EBITDA, total debt and net debt are supplemental non-GAAP financial measures. Reconciliations of theatre level cash flow and adjusted EBITDA to net (loss) income and adjusted net (loss) income to net (loss) income for the three and nine months ended September 30, 2014 and 2013, as well as a schedule of total debt and net debt as of September 30, 2014 and December 31, 2013, are included in the supplementary tables accompanying this news announcement. |
Aided by the impact of recent acquisitions, Carmikes 2014 third quarter admissions receipts outperformed the U.S. exhibition industry by 1,000 basis points, stated David Passman, Carmike Cinemas President and Chief Executive Officer. On a per screen basis, Carmikes admissions revenue decrease of approximately 13% was in-line with the reported industry box office decline of 13%. Despite lower attendance, Carmikes Q3 concessions and other revenue rose and on a per cap basis increased over 6% versus the prior year period, marking our 19th consecutive quarterly increase for that key metric.
The weaker than expected domestic box office and resulting attendance decline negatively impacted Carmikes bottom line results and adjusted EBITDA due to our proportionately higher fixed cost structure. Our most recent acquisition Digital Cinema Destinations Corp. (Digiplex) closed in mid-August and as a result, Carmikes Q3 operating and overhead costs rose due to the additional locations in our circuit. However, this came without a corresponding box office benefit as the second half of the third quarter typically generates lower box office receipts with the absence of high-profile movie releases.
Nevertheless, Carmike continues to effectively execute its strategy of making attractive acquisitions and new-builds that expand our operating platform into complementary markets that we believe will further enhance long-term value. In this regard, over the past three years we have successfully acquired and integrated 740 screens onto Carmikes growing platform, inclusive of our stock-for-stock purchase of Digiplex.
As I stated on last quarters call, our board, management team and I all believe the prudent course of action is for Carmike to continue its active role as a major industry consolidator as we see a number of potential opportunities to acquire additional regional exhibitors. Our top priority is targeting transactions that we believe will add high quality assets to our footprint and also generate attractive levels of theatre level cash flow, providing for the optimal return on investment for all of Carmikes stakeholders.
Finally, as stated in yesterdays press release, we are disappointed that the Department of Justice is seeking to block the proposed sale of Screenvision. Notwithstanding the outcome of this decision, we remain very pleased with our relationship with Screenvision, concluded Mr. Passman.
Theatre Performance Statistics
Three Months Ended Sept. 30, |
Nine Months Ended Sept. 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Average theatres |
269 | 246 | 257 | 246 | ||||||||||||
Average screens |
2,830 | 2,504 | 2,713 | 2,484 | ||||||||||||
Average attendance per screen(1) |
5,069 | 6,084 | 15,999 | 16,771 | ||||||||||||
Average admission per patron(1) |
$ | 6.98 | $ | 6.75 | $ | 7.19 | $ | 6.99 | ||||||||
Average concessions/other sales per patron(1) |
$ | 4.35 | $ | 4.09 | $ | 4.41 | $ | 4.15 | ||||||||
Total attendance (in thousands)(1) |
14,348 | 15,231 | 43,500 | 41,793 | ||||||||||||
Total operating revenues (in thousands) |
$ | 162,632 | $ | 164,179 | $ | 504,542 | $ | 462,987 |
(1) | Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations. |
Carmike Cinemas Chief Financial Officer Richard B. Hare stated, Carmikes total operating revenues for the quarter ended September 30, 2014 decreased minimally from the comparable 2013 period, reflecting a 2.1% reduction in admissions revenue, partially offset by a 1.0% increase in concessions and other revenues. Although our average screen count rose 13%, total attendance declined 5.8%, reflective of the challenging box office period. Average admissions per patron rose 3.4% to $6.98, partially offsetting the attendance decline impact and concessions and other revenues per patron also increased, from $4.09 to $4.35. Overall, combined Q3 2014 average per patron spending rose 4.5% to $11.33 per visit to our entertainment complexes.
Film exhibition costs as a percentage of admissions revenues decreased by approximately 40 basis points to 54.6%. Concession costs as a percentage of concessions and other revenues decreased by approximately 170 basis points to 11.7% as a result of lower concession costs and higher rebates, versus the year-ago period.
Although salaries and benefits rose 4.9% to $22.9 million due to our circuit growth, this increase was proportionally lower than the 13% rise in the number of average screens we operated during the quarter. Theatre occupancy costs rose $4.8 million to $21.8 million and other theatre operating costs rose $4.3 million to $31.4 million due primarily to our expanded circuit. General and administrative expenses were $8.4 million, versus $6.6 million in the 2013 period, due to legal and professional fees related to our acquisition and expansion initiatives. Quarterly interest expense was $12.8 million, due principally to the assumption of additional long-term lease obligations associated with the acquired Muvico screens.
Adjusted EBITDA in Q3 2014 was $18.4 million and theatre level cash flow was $24.5 million. The aforementioned unfavorable box office environment and resulting lower attendance impacted Carmikes financial results for the quarter. We will continue to exercise sensible cost management, especially on controllable expenses, to maximize our future organizational operating performance.
At quarter-end we had $355.0 million of net debt, versus $311.4 million at December 31, 2013, reflecting an aggregate of capital leases and long-term financing obligations, plus senior notes. Carmikes quarter-ending balance sheet included cash of $96.2 million, concluded Mr. Hare.
Supplemental Financial Measures
Theatre level cash flow, EBITDA, adjusted EBITDA, adjusted net (loss) income, total debt and net debt are supplemental non-GAAP financial measures used by Carmike to evaluate its operating performance. Carmike defines theatre level cash flow as adjusted EBITDA, as defined below, plus general and administrative expenses. Carmike believes that theatre level cash flow is an important supplemental measure of operating performance for a motion picture exhibitors operations because it provides a measure of the core operations, rather than factoring in items such as general and administrative expenses and depreciation and amortization, among others. In addition, Carmike believes that theatre level cash flow, as defined, is a widely accepted measure of comparative operating performance in the motion picture exhibition industry. Adjusted net (loss) income is defined as net (loss) income plus impairment of long-lived assets, merger and acquisition-related expenses, lease termination charges, severance agreement charges and loss on sale of property and equipment, net of tax. Carmike believes adjusted net (loss) income is an important supplemental measure of operating performance for a motion picture exhibitor because it provides a measure of core operations. Total debt is defined as the sum of current maturities of capital leases and long-term financing obligations, long-term debt and capital leases and long-term financing obligations (less current maturities). Net debt is defined as total debt less cash and cash equivalents. EBITDA is defined as net (loss) income plus income tax (benefit) expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus income from unconsolidated affiliates, loss from discontinued operations, merger and acquisition-related expenses, lease termination charges, severance agreement charges, loss on sale of property and equipment, and impairment of long-lived assets. Carmike believes that EBITDA and adjusted EBITDA are important supplemental measures of operating performance for a motion picture exhibitors operations because they provide measures of core operations.
About Carmike Cinemas (www.carmike.com)
Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nations largest motion picture exhibitors. Carmike has 278 theatres with 2,917 screens in 41 states. The circuit includes 42 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 25 BigDs, 15 IMAX auditoriums and two MuviXL screens. As Americas Hometown Theatre Chain Carmikes primary focus is mid-sized communities.
Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, believes, expects, anticipates, plans, estimates, seeks or similar expressions. Examples of forward-looking statements in this press release include the Companys expectations regarding circuit and strategic expansion and additional acquisition opportunities. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to; our ability to achieve expected results from our strategic acquisitions, general economic conditions in our regional and national markets; our ability to comply with covenants contained in our senior secured credit agreement and the indenture governing our 7.375% Senior Secured Notes due 2019; our ability to operate at expected levels of cash flow; financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, under the caption Risk Factors. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
Contact:
Robert Rinderman or Jennifer Neuman |
Richard B. Hare | |||
JCIR |
Chief Financial Officer | |||
212/835-8500 or ckec@jcir.com |
706/576-3416 |
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Revenues: |
||||||||||||||||
Admissions |
$ | 100,173 | $ | 102,321 | $ | 312,860 | $ | 290,643 | ||||||||
Concessions and other |
62,459 | 61,858 | 191,682 | 172,344 | ||||||||||||
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|
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|
|
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Total operating revenues |
162,632 | 164,179 | 504,542 | 462,987 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Film exhibition costs |
54,698 | 56,242 | 172,021 | 160,090 | ||||||||||||
Concession costs |
7,318 | 8,283 | 22,414 | 21,895 | ||||||||||||
Salaries and benefits |
22,947 | 21,879 | 67,968 | 61,542 | ||||||||||||
Theatre occupancy costs |
21,782 | 16,951 | 63,097 | 48,187 | ||||||||||||
Other theatre operating costs |
31,357 | 27,094 | 89,285 | 74,800 | ||||||||||||
General and administrative expenses |
8,413 | 6,621 | 22,439 | 18,668 | ||||||||||||
Severance agreement charges |
| 102 | | 102 | ||||||||||||
Lease termination charges |
| | | 3,063 | ||||||||||||
Depreciation and amortization |
12,206 | 10,577 | 35,903 | 31,002 | ||||||||||||
Loss on sale of property and equipment |
292 | 11 | 620 | 70 | ||||||||||||
Impairment of long-lived assets |
1,198 | 2,916 | 1,556 | 3,241 | ||||||||||||
|
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|
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Total operating costs and expenses |
160,211 | 150,676 | 475,303 | 422,660 | ||||||||||||
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Operating income |
2,421 | 13,503 | 29,239 | 40,327 | ||||||||||||
Interest expense |
12,846 | 12,353 | 38,962 | 36,998 | ||||||||||||
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(Loss) income before income tax and income from unconsolidated affiliates |
(10,425 | ) | 1,150 | (9,723 | ) | 3,329 | ||||||||||
Income tax (benefit) expense |
(2,912 | ) | 1,243 | (2,530 | ) | 1,760 | ||||||||||
Income from unconsolidated affiliates |
756 | 1,145 | 546 | 482 | ||||||||||||
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(Loss) income from continuing operations |
(6,757 | ) | 1,052 | (6,647 | ) | 2,051 | ||||||||||
Loss from discontinued operations |
| (43 | ) | (52 | ) | (149 | ) | |||||||||
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Net (loss) income |
$ | (6,757 | ) | $ | 1,009 | $ | (6,699 | ) | $ | 1,902 | ||||||
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Weighted average shares outstanding: |
||||||||||||||||
Basic |
23,596 | 20,985 | 23,099 | 18,723 | ||||||||||||
Diluted |
23,596 | 21,501 | 23,099 | 19,202 | ||||||||||||
Net (loss) income per common share (Basic and Diluted): |
||||||||||||||||
(Loss) income from continuing operations |
$ | (0.29 | ) | $ | 0.05 | $ | (0.29 | ) | $ | 0.11 | ||||||
Loss from discontinued operations, net of tax |
| | | (0.01 | ) | |||||||||||
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Net (loss) income per common share |
$ | (0.29 | ) | $ | 0.05 | $ | (0.29 | ) | $ | 0.10 | ||||||
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CARMIKE CINEMAS, INC. and SUBSIDIARIES
SUPPLEMENTARY NON-GAAP RECONCILIATIONS
THEATRE LEVEL CASH FLOW AND ADJUSTED EBITDA (Unaudited)
($ in thousands)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Net (loss) income |
$ | (6,757 | ) | $ | 1,009 | $ | (6,699 | ) | $ | 1,902 | ||||||
Income tax (benefit) expense |
(2,912 | ) | 1,243 | (2,530 | ) | 1,760 | ||||||||||
Interest expense |
12,846 | 12,353 | 38,962 | 36,998 | ||||||||||||
Depreciation and amortization |
12,206 | 10,577 | 35,903 | 31,002 | ||||||||||||
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|
|
|
|||||||||
EBITDA |
15,383 | 25,182 | 65,636 | 71,662 | ||||||||||||
Income from unconsolidated affiliates |
(756 | ) | (1,145 | ) | (546 | ) | (482 | ) | ||||||||
Loss from discontinued operations |
| 43 | 52 | 149 | ||||||||||||
Loss on sale of property and equipment |
292 | 11 | 620 | 70 | ||||||||||||
Impairment of long-lived assets |
1,198 | 2,916 | 1,556 | 3,241 | ||||||||||||
Lease termination charges |
| | | 3,063 | ||||||||||||
Severance agreement charges |
| 102 | | 102 | ||||||||||||
Merger and acquisition-related expenses |
2,262 | 1,152 | 3,821 | 1,901 | ||||||||||||
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|
|||||||||
Adjusted EBITDA |
$ | 18,379 | $ | 28,261 | $ | 71,139 | $ | 79,706 | ||||||||
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|
|||||||||
General and administrative expenses |
6,151 | 5,469 | 18,618 | 16,767 | ||||||||||||
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|
|||||||||
Theatre level cash flow |
$ | 24,530 | $ | 33,730 | $ | 89,757 | $ | 96,473 | ||||||||
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|
TOTAL DEBT AND NET DEBT (Unaudited)
($ in thousands)
Sept. 30, 2014 | Dec. 31, 2013 | |||||||
Current maturities of capital leases and long-term financing obligations |
$ | 9,029 | $ | 6,870 | ||||
Long-term debt |
209,672 | 209,619 | ||||||
Capital leases and long-term financing obligations, less current maturities |
232,571 | 238,763 | ||||||
|
|
|
|
|||||
Total debt |
$ | 451,272 | $ | 455,252 | ||||
Less cash and cash equivalents |
(96,239 | ) | (143,867 | ) | ||||
|
|
|
|
|||||
Net debt |
$ | 355,033 | $ | 311,385 | ||||
|
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|
|
ADJUSTED NET (LOSS) INCOME (Unaudited)
($ in thousands)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Net (loss) income |
$ | (6,757 | ) | $ | 1,009 | $ | (6,699 | ) | $ | 1,902 | ||||||
Impairment of long-lived assets |
1,198 | 2,916 | 1,556 | 3,241 | ||||||||||||
Loss on sale of property and equipment |
292 | 11 | 620 | 70 | ||||||||||||
Lease termination charges |
| | | 3,063 | ||||||||||||
Severance agreement charges |
| 102 | | 102 | ||||||||||||
Merger and acquisition-related expenses |
2,262 | 1,152 | 3,821 | 1,901 | ||||||||||||
Tax effect of adjustments to net income |
(1,576 | ) | (1,735 | ) | (2,519 | ) | (3,476 | ) | ||||||||
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|||||||||
Adjusted net (loss) income |
$ | (4,581 | ) | $ | 3,455 | $ | (3,221 | ) | $ | 6,803 | ||||||
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|
|||||||||
Weighted average shares outstanding (basic) |
23,596 | 20,985 | 23,099 | 18,723 | ||||||||||||
Weighted average shares outstanding (diluted) |
23,596 | 21,501 | 23,099 | 19,202 | ||||||||||||
Adjusted net (loss) income per share (basic) |
$ | (0.19 | ) | $ | 0.16 | $ | (0.14 | ) | $ | 0.36 | ||||||
Adjusted net (loss) income per share (diluted) |
$ | (0.19 | ) | $ | 0.16 | $ | (0.14 | ) | $ | 0.35 |
(1) | Adjustments to net income for the three and nine months ended September 30, 2014 and 2013 are shown net of tax effect of 42.0% and 41.5%, respectively, which represents the estimated combined federal and state tax rates. |
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