ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Page | |
EX-31.1 SECTION 302 CERTIFICATION OF CEO | |
EX-31.2 SECTION 302 CERTIFICATION OF CFO | |
EX-32.1 SECTION 906 CERTIFICATION OF CEO | |
EX-32.2 SECTION 906 CERTIFICATION OF CFO |
March 31, | December 31, | |||||||
2016 | 2015 | |||||||
(Unaudited) | ||||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 95,723 | $ | 102,511 | ||||
Restricted cash | 435 | 593 | ||||||
Accounts receivable | 15,388 | 16,207 | ||||||
Inventories | 4,730 | 5,115 | ||||||
Prepaid expenses and other current assets | 20,756 | 20,082 | ||||||
Total current assets | 137,032 | 144,508 | ||||||
Property and equipment: | ||||||||
Land | 44,786 | 45,265 | ||||||
Buildings and building improvements | 356,372 | 345,451 | ||||||
Leasehold improvements | 209,753 | 204,064 | ||||||
Assets under capital leases | 49,173 | 49,173 | ||||||
Equipment | 303,812 | 300,518 | ||||||
Construction in progress | 7,318 | 10,617 | ||||||
Total property and equipment | 971,214 | 955,088 | ||||||
Accumulated depreciation and amortization | (482,127 | ) | (470,482 | ) | ||||
Property and equipment, net of accumulated depreciation | 489,087 | 484,606 | ||||||
Goodwill | 153,549 | 151,716 | ||||||
Intangible assets, net of accumulated amortization | 2,465 | 2,596 | ||||||
Investments in unconsolidated affiliates (Note 10) | 7,816 | 8,033 | ||||||
Deferred income tax asset | 105,421 | 106,300 | ||||||
Other | 14,825 | 14,899 | ||||||
Total assets | $ | 910,195 | $ | 912,658 | ||||
Liabilities and stockholders’ equity: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 42,829 | $ | 50,527 | ||||
Accrued expenses | 30,871 | 32,099 | ||||||
Deferred revenue | 20,724 | 23,995 | ||||||
Current maturities of capital leases and long-term financing obligations | 10,455 | 9,978 | ||||||
Total current liabilities | 104,879 | 116,599 | ||||||
Long-term liabilities: | ||||||||
Long-term debt | 223,626 | 223,406 | ||||||
Capital leases and long-term financing obligations, less current maturities | 229,263 | 221,315 | ||||||
Deferred revenue | 29,223 | 29,512 | ||||||
Other | 32,508 | 32,055 | ||||||
Total long-term liabilities | 514,620 | 506,288 | ||||||
Commitments and contingencies (Note 7) | ||||||||
Stockholders’ equity: | ||||||||
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued | — | — | ||||||
Common Stock, $0.03 par value per share: 52,500,000 shares authorized, 25,501,618 shares issued and 24,552,476 shares outstanding at March 31, 2016, and 25,410,153 shares issued and 24,598,206 shares outstanding at December 31, 2015 | 760 | 754 | ||||||
Treasury stock, 949,142 and 811,947 shares at cost at March 31, 2016 and December 31, 2015, respectively | (24,349 | ) | (21,289 | ) | ||||
Paid-in capital | 504,729 | 502,975 | ||||||
Accumulated deficit | (190,444 | ) | (192,669 | ) | ||||
Total stockholders’ equity | 290,696 | 289,771 | ||||||
Total liabilities and stockholders’ equity | $ | 910,195 | $ | 912,658 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenues: | ||||||||
Admissions | $ | 122,703 | $ | 111,356 | ||||
Concessions and other | 83,485 | 72,978 | ||||||
Total operating revenues | 206,188 | 184,334 | ||||||
Operating costs and expenses: | ||||||||
Film exhibition costs | 68,344 | 61,683 | ||||||
Concession costs | 9,580 | 8,022 | ||||||
Salaries and benefits | 24,760 | 23,713 | ||||||
Theatre occupancy costs | 25,878 | 23,434 | ||||||
Other theatre operating costs | 34,541 | 32,029 | ||||||
General and administrative expenses | 12,322 | 10,027 | ||||||
Depreciation and amortization | 15,157 | 13,087 | ||||||
Gain on sale of property and equipment | (282 | ) | (1,031 | ) | ||||
Impairment of long-lived assets | 280 | 1,390 | ||||||
Total operating costs and expenses | 190,580 | 172,354 | ||||||
Operating income | 15,608 | 11,980 | ||||||
Interest expense | 12,386 | 12,669 | ||||||
Income (loss) before income tax and income from unconsolidated affiliates | 3,222 | (689 | ) | |||||
Income tax expense | 1,411 | 268 | ||||||
Income from unconsolidated affiliates (Note 10) | 414 | 1,348 | ||||||
Net income | $ | 2,225 | $ | 391 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 24,552 | 24,483 | ||||||
Diluted | 24,985 | 24,949 | ||||||
Net income per common share (Basic and Diluted) | $ | 0.09 | $ | 0.02 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 2,225 | $ | 391 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 15,157 | 13,087 | ||||||
Amortization of debt issuance costs | 317 | 363 | ||||||
Impairment on long-lived assets | 280 | 1,390 | ||||||
Deferred income taxes | 879 | (434 | ) | |||||
Stock-based compensation | 1,723 | 2,681 | ||||||
Loss from unconsolidated affiliates | (3 | ) | (923 | ) | ||||
Other | 96 | 146 | ||||||
Gain on sale of property and equipment | (282 | ) | (1,031 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable and inventories | 1,195 | 2,739 | ||||||
Prepaid expenses and other assets | (630 | ) | (1,252 | ) | ||||
Accounts payable | (7,982 | ) | 1,566 | |||||
Accrued expenses and other liabilities | (4,265 | ) | 577 | |||||
Earnout payments for acquisitions | — | (849 | ) | |||||
Distributions from unconsolidated affiliates | 181 | 128 | ||||||
Net cash provided by operating activities | 8,891 | 18,579 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (5,368 | ) | (17,750 | ) | ||||
Release (funding) of restricted cash | 158 | (17 | ) | |||||
Investment in unconsolidated affiliates | (74 | ) | (36 | ) | ||||
Theatre acquisitions, net of cash acquired | (5,465 | ) | — | |||||
Proceeds from sale of property and equipment | 812 | 1,600 | ||||||
Net cash used in investing activities | (9,937 | ) | (16,203 | ) | ||||
Cash flows from financing activities: | ||||||||
Debt activities: | ||||||||
Repayments of capital lease and long-term financing obligations | (2,473 | ) | (2,040 | ) | ||||
Issuance of common stock | 36 | 33 | ||||||
Purchase of treasury stock | (3,305 | ) | (3,471 | ) | ||||
Earnout payment for acquisitions | — | (1,570 | ) | |||||
Net cash used in financing activities | (5,742 | ) | (7,048 | ) | ||||
Decrease in cash and cash equivalents | (6,788 | ) | (4,672 | ) | ||||
Cash and cash equivalents at beginning of period | 102,511 | 97,537 | ||||||
Cash and cash equivalents at end of period | $ | 95,723 | $ | 92,865 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
Cash paid (received) during the period for: | ||||||||
Interest | $ | 8,567 | $ | 8,397 | ||||
Income taxes, net | $ | (1,052 | ) | $ | 174 | |||
Non-cash investing and financing activities: | ||||||||
Non-cash purchases of property and equipment | $ | 1,500 | $ | 4,613 | ||||
Assets acquired through capital lease or financing obligations | $ | 10,800 | $ | — |
March 31, 2016 | December 31, 2015 | |||||||
Senior secured notes | $ | 230,000 | $ | 230,000 | ||||
Revolving credit facility | — | — | ||||||
Unamortized debt issuance costs | (6,374 | ) | (6,594 | ) | ||||
Total debt | 223,626 | 223,406 | ||||||
Current maturities | — | — | ||||||
Total long-term debt | $ | 223,626 | $ | 223,406 |
As of March 31, | As of December 31, | |||||||
2016 | 2015 | |||||||
Carrying amount, net | $ | 230,000 | $ | 230,000 | ||||
Fair value | $ | 240,925 | $ | 234,600 |
• | incur additional indebtedness or guarantee obligations; |
• | issue certain preferred stock or redeemable stock; |
• | pay dividends beyond certain calculated thresholds, repurchase or make distributions in respect of the Company’s 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 the Company’s subsidiaries as unrestricted subsidiaries; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets; |
• | enter into a new or different line of business; and |
• | enter into certain transactions with the Company’s affiliates. |
• | the Company’s 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. |
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Yrs.) | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2016 | 550,000 | $ | 8.67 | 4.1 | $ | 7,848 | ||||||||
Granted | — | — | — | — | ||||||||||
Exercised | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
Forfeited | — | — | — | — | ||||||||||
Outstanding at March 31, 2016 | 550,000 | $ | 8.67 | 3.9 | $ | 11,753 | ||||||||
Exercisable on March 31, 2016 | 550,000 | $ | 8.67 | 3.9 | $ | 11,753 | ||||||||
Expected to vest March 31, 2016 | — | $ | — | — | $ | — |
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2016 | 73,334 | $ | 25.95 | 1.3 | $ | — | ||||||||
Exercised | — | — | — | — | ||||||||||
Outstanding at March 31, 2016 | 73,334 | $ | 25.95 | 1.0 | $ | 300 | ||||||||
Exercisable on March 31, 2016 | 40,000 | $ | 25.95 | 1.0 | $ | 164 | ||||||||
Expected to vest March 31, 2016 | — | $ | — | — | $ | — |
Shares | Weighted Average Grant Date Fair Value | ||||||
Nonvested at January 1, 2016 | 388,794 | $ | 27.34 | ||||
Granted | 163,968 | $ | 20.55 | ||||
Vested | (184,247 | ) | $ | 22.36 | |||
Forfeited | (7,088 | ) | $ | 28.03 | |||
Nonvested at March 31, 2016 | 361,427 | $ | 26.78 |
Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||
As of March 31, 2016 | ||||||||||||
Intangible assets: | ||||||||||||
Lease related intangibles | $ | 3,612 | $ | (1,332 | ) | $ | 2,280 | |||||
Non-compete agreements | 30 | (22 | ) | 8 | ||||||||
Trade names | 750 | (573 | ) | 177 | ||||||||
Total intangible assets | $ | 4,392 | $ | (1,927 | ) | $ | 2,465 | |||||
As of December 31, 2015 | ||||||||||||
Intangible assets: | ||||||||||||
Lease related intangibles | $ | 3,612 | $ | (1,206 | ) | $ | 2,406 | |||||
Non-compete agreements | 30 | (21 | ) | 9 | ||||||||
Trade names | 750 | (569 | ) | 181 | ||||||||
Total intangible assets | $ | 4,392 | $ | (1,796 | ) | $ | 2,596 |
December 31, 2015 | Additions | Impairments | March 31, 2016 | |||||||||||||
Goodwill, gross | $ | 189,956 | $ | 1,833 | $ | — | $ | 191,789 | ||||||||
Accumulated impairment losses | (38,240 | ) | — | — | (38,240 | ) | ||||||||||
Total goodwill, net | $ | 151,716 | $ | 1,833 | $ | — | $ | 153,549 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
Numerator: | ||||||||
Numerator for basic earnings per share: | ||||||||
Net income | $ | 2,225 | $ | 391 | ||||
Denominator (shares in thousands): | ||||||||
Basic earnings per share: | ||||||||
Weighted average shares | 24,584 | 24,588 | ||||||
Less: restricted stock issued | (32 | ) | (105 | ) | ||||
Denominator for basic earnings per share: | 24,552 | 24,483 | ||||||
Effect of dilutive shares: | ||||||||
Stock options | 267 | 145 | ||||||
Restricted stock awards | 166 | 321 | ||||||
Dilutive potential common shares | 433 | 466 | ||||||
Denominator for diluted earnings per share: | ||||||||
Adjusted weighted average shares | 24,985 | 24,949 | ||||||
Basic and Diluted income per share attributable to Carmike stockholders | $ | 0.09 | $ | 0.02 |
Investments in unconsolidated affiliates | SV Holdco | ||
Balance at January 1, 2016 | $ | 6,957 | |
Equity loss of SV Holdco | (177 | ) | |
Balance at March 31, 2016 | $ | 6,780 | |
Deferred revenue | SV Holdco | ||
Balance at January 1, 2016 | $ | 30,670 | |
Amortization of up-front payment | (237 | ) | |
Amortization of Class C units | (53 | ) | |
Balance at March 31, 2016 | $ | 30,380 |
As of March 31, | |||
2016 | |||
Assets: | |||
Current assets | $ | 53,894 | |
Noncurrent assets | 118,373 | ||
Total assets | $ | 172,267 | |
Liabilities: | |||
Current liabilities | $ | 36,092 | |
Noncurrent liabilities | 51,320 | ||
Total liabilities | $ | 87,412 | |
Three Months Ended | ||||||||
March 31, 2016 | March 31, 2015 | |||||||
Results of operations: | ||||||||
Revenue | $ | 37,568 | $ | 23,613 | ||||
Operating (loss) income | $ | (2,572 | ) | $ | 11,318 | |||
(Loss) income from continuing operations | $ | (1,642 | ) | $ | 6,310 | |||
Net (loss) income | $ | (1,642 | ) | $ | 6,310 |
March 31, | ||||||||
Income from unconsolidated affiliates | 2016 | 2015 | ||||||
(Loss) income from unconsolidated affiliates | $ | (39 | ) | $ | 902 | |||
Elimination of intercompany revenue | 453 | 446 | ||||||
Income from unconsolidated affiliates | $ | 414 | $ | 1,348 |
Purchase price, net of cash received | $ | 5,390 | |
Working capital adjustment | 75 | ||
Total purchase price | $ | 5,465 | |
Other current assets | 75 | ||
Property and equipment | 3,557 | ||
Net assets acquired | 3,632 | ||
Goodwill | 1,833 | ||
Purchase Price | $ | 5,465 |
Purchase price, net of cash received | $ | 35,713 | |
Working capital adjustment | 130 | ||
Total purchase price | $ | 35,843 | |
Accounts receivable | $ | 156 | |
Inventory | 173 | ||
Other current assets | 511 | ||
Property and equipment | 10,022 | ||
Intangible assets | 200 | ||
Other assets | 464 | ||
Deferred tax assets | 1,444 | ||
Accounts payable | (870 | ) | |
Accrued expenses | (852 | ) | |
Other liabilities | (520 | ) | |
Net assets acquired | 10,728 | ||
Goodwill | 25,115 | ||
Purchase Price | $ | 35,843 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
Average theatres | 276 | 273 | ||||||
Average screens | 2,947 | 2,893 | ||||||
Average attendance per screen | 5,338 | 5,343 | ||||||
Average admission per patron | $ | 7.80 | $ | 7.20 | ||||
Average concessions and other sales per patron | $ | 5.31 | $ | 4.72 | ||||
Total attendance (in thousands) | 15,731 | 15,457 | ||||||
Total operating revenues (in thousands) | $ | 206,188 | $ | 184,334 |
Three Months Ended March 31, | ||||||||||
($’s in thousands) | 2016 | 2015 | % Change | |||||||
Film exhibition costs | $ | 68,344 | $ | 61,683 | 11 | |||||
Concession costs | $ | 9,580 | $ | 8,022 | 19 | |||||
Salaries and benefits | $ | 24,760 | $ | 23,713 | 4 | |||||
Theatre occupancy costs | $ | 25,878 | $ | 23,434 | 10 | |||||
Other theatre operating costs | $ | 34,541 | $ | 32,029 | 8 | |||||
General and administrative expenses | $ | 12,322 | $ | 10,027 | 23 | |||||
Depreciation and amortization | $ | 15,157 | $ | 13,087 | 16 | |||||
Gain on sale of property and equipment | $ | (282 | ) | $ | (1,031 | ) | n/m | |||
Impairment of long-lived assets | $ | 280 | $ | 1,390 | n/m |
• | pay dividends beyond certain calculated thresholds 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. |
• | 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. |
• | the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with AMC; |
• | the inability to complete the proposed merger due to the failure to obtain Carmike stockholder or regulatory approval for the proposed merger or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; |
• | disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger; |
• | the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters delivered pursuant to the merger agreement with AMC; |
• | the failure of the proposed merger to close for any other reason; |
• | risks related to disruption of management’s attention from our ongoing business operations due to the proposed merger; |
• | the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against us and others relating to the merger agreement with AMC; |
• | the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; |
• | the amount of the costs, fees, expenses and charges related to the proposed merger; |
• | adverse regulatory decisions; |
• | unanticipated changes in the markets for our business segments; |
• | 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 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; |
• | 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, 2015 under the caption “Risk Factors”. |
• | an adverse effect on our relationships with customers, vendors and employees; |
• | a diversion of a significant amount of management time and resources towards the completion of the merger; |
• | being subject to certain restrictions on the conduct of our business; and |
• | difficulties attracting and retaining key employees. |
Period | Total Number of Shares Purchased | Average Price per Share | Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs | ||||||||||
January 2016 | 116,487 | $ | 22.39 | 304,606 | $ | 43,170 | ||||||||
February 2016 | — | $ | — | — | $ | — | ||||||||
March 2016 | — | $ | — | — | $ | — | ||||||||
116,487 | $ | 22.39 |
Exhibit Number | Description | ||
2.1 | Agreement and Plan of Merger, dated March 3, 2016, among Carmike Cinemas, Inc. and AMC Entertainment Holdings, Inc. and Congress Merger Subsidiary, Inc. (filed as Exhibit 2.1 to Carmike's Current Report on Form 8-K filed on March 3, 2016 and incorporated herein by reference). | ||
3.1 | Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s 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 Carmike’s 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 Carmike’s Current Report on Form 8-K filed on January 22, 2009 and incorporated herein by reference). | ||
3.4 | Amendment to Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike's Current Report on Form 8-K filed on March 4, 2016 and incorporated herein by reference). | ||
4.1 | Indenture for the 6.00% Senior Secured Notes due 2023, dated June 17, 2015, among Carmike Cinemas, Inc. and JP Morgan (filed as Exhibit 4.1 to Carmike's Current Report on Form 8-K filed on June 23, 2015. | ||
4.2 | Form of 6.00% Senior Secured Note due 2023 (included in Exhibit 4.1) | ||
4.3 | Second Supplemental Indenture, dated March 23, 2016, to Indenture dated June 17, 2015, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to Carmike's Current Report on Form 8-K filed on March 29, 2016). | ||
10.1 | Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Richard B. Hare (filed as Exhibit 10.54 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference). | ||
10.2 | Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.55 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference). | ||
10.3 | Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Daniel E. Ellis (filed as Exhibit 10.56 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference). | ||
10.4 | Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and John Lundin (filed as Exhibit 10.57 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference). | ||
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 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. | ||
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. |
CARMIKE CINEMAS, INC. | |||||
Date: | May 2, 2016 | By: | /s/ S. David Passman III | ||
S. David Passman III | |||||
President, Chief Executive Officer and Director | |||||
(Principal Executive Officer) | |||||
Date: | May 2, 2016 | By: | /s/ Richard B. Hare | ||
Richard B. Hare | |||||
Senior Vice President—Finance, Treasurer and | |||||
Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Date: | May 2, 2016 | By: | /s/ Gregory S. Wiggins | ||
Gregory S. Wiggins | |||||
Assistant Vice President and Chief Accounting Officer | |||||
(Principal Accounting Officer) | |||||
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and |
Director |
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
/s/ Richard B. Hare |
Richard B. Hare |
Senior Vice President-Finance, Treasurer and Chief Financial Officer |
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. |
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and Director |
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. |
/s/ Richard B. Hare |
Richard B. Hare |
Senior Vice President-Finance, Treasurer and Chief Financial Officer |
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and |
Director |
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
/s/ Richard B. Hare |
Richard B. Hare |
Senior Vice President-Finance, Treasurer and Chief Financial Officer |
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. |
/s/ S. David Passman III |
S. David Passman III President, Chief Executive Officer and Director |
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. |
/s/ Richard B. Hare |
Richard B. Hare |
Senior Vice President-Finance, Treasurer and Chief Financial Officer |
Document and Entity Information - shares |
3 Months Ended | |
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Mar. 31, 2016 |
Apr. 22, 2016 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CKEC | |
Entity Registrant Name | CARMIKE CINEMAS INC | |
Entity Central Index Key | 0000799088 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,552,476 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in usd per share) | $ 1.00 | $ 1.00 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Common Stock, par value (in usd per share) | $ 0.03 | $ 0.03 |
Common Stock, shares authorized | 52,500,000 | 52,500,000 |
Common Stock, shares issued | 25,501,618 | 25,410,153 |
Common Stock, shares outstanding | 24,552,476 | 24,598,206 |
Treasury stock, shares | 949,142 | 881,947 |
Basis of Presentation and Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Carmike Cinemas, Inc. and its subsidiaries (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 March 31, 2016 and December 31, 2015, the results of operations for the three month periods ended March 31, 2016 and 2015 and cash flows for the three months ended March 31, 2016 and 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first three months of 2016. The consolidated financial statements include the accounts of the Company’s 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. 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 Company’s 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 asset’s 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. Management’s estimates are based on historical and projected operating performance. 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. See Note 11-Acquisitions for fair value of assets acquired. Comprehensive Income The Company has no other comprehensive income items. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. In March 2016, further guidance related to this standard was issued in ASU 2016-08. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products, which amends existing guidance on extinguishing financial liabilities for certain prepaid stored-value products. ASU 2016-04 requires a company to derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, which is intended to simplify several aspects of the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, statutory tax witholding requirements and classification in the statement of cash flows. The ASU is effective for fiscal years beginning on or after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Impairment of Long-Lived Assets |
3 Months Ended |
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Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT OF LONG-LIVED ASSETS For the three months ended March 31, 2016 and 2015, impairment charges aggregated to $280 and $1,390, respectively. The impairment charges for the three months ended March 31, 2016 were primarily the result of deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. The impairment charges for the three months ended March 31, 2015 were primarily the result of deterioration in the operating results of the impaired theatres, a decline in the market value of a previously closed theatre and the continued deterioration of previously impaired theatres. The estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2016 was approximately $688. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820, Fair Value Measurements, and were derived primarily from discounting estimated future cash flows. 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%. |
Debt |
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DEBT | DEBT The Company’s debt consisted of the following on the dates indicated:
6.00% Senior Secured Notes In June 2015, the Company issued $230,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $210,000 senior secured notes that were due in May 2019. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year beginning December 15, 2015. The Senior Secured Notes are fully and unconditionally guaranteed by each of the Company’s 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 $6,794 are recorded as a reduction to the associated long-term debt 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 Company’s and the guarantors’ current and future property and assets (including the capital stock of the Company’s current subsidiaries), other than certain excluded assets. At any time prior to June 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106% 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 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, 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”). The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics of the underlying debt. At any time on or after June 15, 2018, 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 104.50%. 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. On March 23, 2016, the Company entered into a supplemental indenture to the Indenture providing that the AMC merger described in response to Note 11-Acquisitions below would not constitute a change of control under the Indenture which would require us to make an offer to repurchase the Senior Secured Notes outstanding. Revolving Credit Facility In June 2015, the Company also entered into a new $50,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR plus a margin of 2.75%, or Base Rate plus a margin of 1.75%, 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 June 17, 2020. The $50,000 revolving credit facility replaced the prior $25,000 revolving credit facility that was scheduled to mature in April 2016. Debt issuance costs and other transaction fees of approximately $1,900 related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense. The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by certain of the Company’s 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 Company’s 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 Company’s 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 March 31, 2016. The fair value of the Senior Secured Notes at March 31, 2016 and December 31, 2015 is estimated based on quoted market prices as follows:
Debt Covenants The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s and its subsidiaries’ ability, to:
As of March 31, 2016, none of the Company’s accumulated deficit was subject to restrictions limiting the payment of dividends, and the total amount available for dividend payments under the Company’s most restrictive covenants was approximately $162,000. 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 Company’s 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 3.00 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 Company’s 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:
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 March 31, 2016, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility. |
Equity Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY BASED COMPENSATION | EQUITY BASED COMPENSATION In May 2014, the Board of Directors adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the “2014 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee may grant stock options, stock grants, stock units, and stock appreciation rights under the 2014 Incentive Stock Plan to certain eligible employees and to outside directors. As of March 31, 2016, there were 1,054,612 shares available for future grants under the 2014 Incentive Stock Plan. The Company’s 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. For certain employees who have met retirement eligibility criteria as defined in the respective award agreements, compensation expense for restricted stock awards is recognized immediately. As of March 31, 2016, the Company also had 155,305 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of March 31, 2016, 76,502 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. For those employees who have met retirement eligibility criteria as defined in the 2014 Incentive Stock Plan, compensation expense for performance-based stock awards is recognized immediately once all conditions of the award have been satisfied. The Company has determined the achievement of the performance target for the unearned awards in the current year is probable. The Company’s total stock-based compensation expense was approximately $1,723 and $2,681 for the three months ended March 31, 2016 and 2015, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of March 31, 2016, the Company had approximately $3,100 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 1.4 years. This expected cost does not include the impact of any future stock-based compensation awards. 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. Such stock options vest equally over a three-year period, except for options granted to members of the Board of Directors that vest immediately upon issuance. The stock options expire 10 years after the grant date. The Company’s stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%. No options were granted during the first three months of 2016 or 2015. The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2016:
Options – Market Condition Vesting In April 2007, the Compensation and Nominating Committee approved (pursuant to the 2004 Incentive Stock Plan) the grant of an aggregate of 260,000 stock options, at an exercise price equal to $25.95 per share, to a group of eight senior executives. The April 2007 stock option grants are aligned with market performance, as one-third of these stock options each will vest when the Company achieves an increase in the trading price of its common stock (over the $25.95 exercise price) equal to 25%, 30% and 35%, respectively. The Company determined the aggregate grant date fair value of these stock options to be approximately $1,430. The fair value of these options was estimated on the date of grant using a Monte Carlo simulation model. Compensation expense is not subsequently adjusted for the number of shares that are ultimately vested. The following table sets forth the summary of option activity for the Company’s stock options with market condition vesting for the three months ended March 31, 2016:
Restricted Stock The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2016:
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Income Taxes |
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Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. 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 March 31, 2016 and 2015 was 38.8% and 40.7%, respectively. The Company’s tax rate for the three months ended March 31, 2016 and 2015 differs from the statutory federal tax rate primarily due to state income taxes and permanently nondeductible expenses. The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended (the “IRC”), during the fourth quarter of 2008. The ownership change has and will continue to subject the Company’s pre-ownership change net operating loss carryforwards to an annual limitation, which will significantly restrict its ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. As a result of the 2008 ownership change, the Company is subject to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs and recognized built-in losses. The Company’s acquisition of Digital Cinema Destination Corp. ("Digiplex") and Sundance Cinemas® (“Sundance”) (see Note 11—Acquisitions) triggered an ownership change for Digiplex and Sundance during the third quarter of 2014 and fourth quarter of 2015, respectively. The Company evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of the Company's assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses the Company can utilize under IRC Section 382. Therefore, the Company does not believe that the ownership changes will significantly limit its ability to utilize net operating losses acquired from Digiplex or Sundance. At March 31, 2016 and December 31, 2015, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $105,421 and $106,300, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of the Company's deferred tax assets. Establishing an allowance on the Company's net deferred tax assets could have a material adverse effect on the Company's financial condition and results of operations. Management’s conclusion at March 31, 2016 that it is more likely than not that the Company's net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, the Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $860 was established during the fourth quarter of 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration. As of March 31, 2016 and December 31, 2015, the amount of unrecognized tax benefits was $167, all of which would affect the Company’s annual effective tax rate, if recognized. |
Goodwill and Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS As of March 31, 2016 and December 31, 2015, goodwill and intangible assets consisted of the following:
Amortization expense of intangible assets for fiscal years 2016 through 2020 and thereafter is estimated to be approximately $525, $518, $495, $495, $274 and $288, respectively. The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2016:
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Commitments and Contingencies |
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Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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. Shareholder Litigation On April 25, 2016, a purported holder of the Company’s common stock (“Plaintiff”) filed a putative class action in the United States District Court for the Middle District of Georgia, Columbus Division, captioned Solak v. Passman, et al., C.A. No. 4:16-cv-154 (CDL), against the Company’s directors, AMC Entertainment Holdings, Inc. (“AMC”), and AMC’s merger subsidiary arising from the proposed acquisition of the Company by AMC (the “Merger”). Plaintiff’s complaint alleges that the preliminary proxy statement filed by the Company on March 31, 2016 with the Securities and Exchange Commission (“SEC”) in connection with the Merger contained false and misleading statements and omitted material information in violation of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 14a-9 promulgated thereunder, and further that the director defendants are personally liable for those alleged misstatements and omissions under Section 20(a) of the Exchange Act. In addition, Plaintiff’s complaint alleges that the director defendants breached their fiduciary duties owed to the public stockholders of the Company in connection with the Merger and that AMC and its merger subsidiary aided and abetted those breaches. Plaintiff’s complaint seeks, among other things, to enjoin the Merger until the alleged Exchange Act violations and breaches of fiduciary duties are remedied, to rescind the merger agreement or any terms thereof to the extent such agreement or terms have already been implemented, and an award of attorneys’ and experts’ fees and costs. Although it is not possible to predict the outcome of litigation matters with certainty, the Company believes that the claims raised by the purported stockholder are without merit and intends to defend against them vigorously. |
Net Income Per Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 75,831 and 2,339 for the three months ended March 31, 2016 and 2015 were excluded from the calculation of diluted earnings per share because of a decline in the average market price of common stock compared to the price on the grant date.
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Screenvision Exhibition, Inc. |
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
SCREENVISION EXHIBITION, INC. | SCREENVISION 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 Company’s exclusive provider of on-screen advertising services. The Modified Exhibition Agreement extends the Company’s 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 Company’s 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 Company’s capital contribution. As of March 31, 2016, the Company held Class C and Class A membership units representing approximately 18% of the total issued and outstanding membership units of SV Holdco. As of March 31, 2016, the carrying value of the Company’s ownership interest in SV Holdco is $6,780 and is included in investments in unconsolidated affiliates in the consolidated balance sheets. For book purposes, the Company has accounted for its investment in SV Holdco, LLC, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment pursuant to ASC 970-323-25-6. The Company’s 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 Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s 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 Company’s Class C membership units equaled $88,000 as of March 31, 2016. 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 Company’s 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. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. 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 Company’s non-forfeitable Class C and Class A membership units represented approximately 14% of the total issued and outstanding membership units of SV Holdco as of March 31, 2016 and December 31, 2015. 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 $2,566 and $2,526 for the three months ended March 31, 2016 and 2015, 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 Company’s non-forfeitable ownership percentage of SV Holdco membership units, represents an intercompany gain to the Company and totaled $453 and $446 for the three months ended March 31, 2016 and 2015, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,634 and $1,626 at March 31, 2016 and December 31, 2015, respectively. A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the three months ended March 31, 2016 is as follows:
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Investments in Unconsolidated Affiliates |
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS IN UNCONSOLIDATE AFFILIATES | INVESTMENTS 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:
A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2016 and 2015 is as follows:
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Acquisitions |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS | ACQUISITIONS AMC Merger On March 3, 2016, AMC Entertainment Holdings, Inc, ("AMC") and the Company announced that the companies have entered into a definitive merger agreement under which AMC will acquire all of the outstanding shares of the Company and the Company will become a wholly owned subsidiary of AMC. Under the terms of the merger agreement, Carmike shareholders will receive, for each share held by such shareholder, $30.00 in cash at closing. Each Carmike stock option, share of restricted stock, restricted stock unit and performance shares, will, contingent upon consummation of the merger, become 100% vested, and will be cancelled and converted into the right to receive $30.00 in cash or, in the case of stock options that have not been exercised, the excess, if any, of $30.00 over the exercise price of such stock option. The AMC Merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the transaction fails to close. The transaction has been approved by both companies' Board of Directors and the completion of the AMC merger is subject to customary closing conditions including, among others, the approval of Carmike shareholders and various regulatory approvals. The merger agreement contains certain termination rights for both the Company and AMC and further provides that upon the termination of the merger agreement under certain circumstances, including upon a termination as a result of a superior proposal, the Company will be required to pay a breakup fee of $30,000. AMC is required to pay Carmike a termination fee of $50,000 if the merger agreement is terminated in certain circumstances relating to the antitrust regulatory review process. Subject to certain limitations, either party may terminate the merger agreement if the merger is not consummated by December 5, 2016. Refer to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 3, 2016 for additional information on the AMC merger. AMC/Starplex In January 2016, the Company acquired two theatres and 22 screens from a subsidiary of AMC for approximately $5,465, inclusive of working capital adjustments. The acquisition supports the Company's growth strategy. Acquisition costs related to this transaction were not significant to the Company's consolidated financial statements. The purchase price of $5,465 was allocated as follows:
Sundance On October 6, 2015, the Company completed its acquisition of five theatres and 37 screens pursuant to the terms of a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC ("Sundance"). In consideration for the acquisition, the Company paid $35,843 in cash, including $130 in working capital adjustments. The purchase price was paid using cash on hand. The acquisition of Sundance supports the Company's growth strategy. The following table summarizes the preliminary purchase price and purchase price allocation for Sundance based on the fair value of the net assets acquired at the acquisition date.
The purchase price allocation is preliminary and certain items are subject to change. The primary area of the preliminary valuation that is not yet finalized relates to the determination of deferred tax asset and liability balances. The Company expects to continue to obtain information to assist in determining the fair values during the measurement period. The total non-cash consideration representing liabilities assumed in the Sundance transaction was $2,242. The fair value of the current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $25,115 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not expected to be deductible for income tax purposes. Identified intangible assets recognized of $200 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $520 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligation, prior to the exercise of any extension or renewals associated with the underlying lease is 5.0 years. The results of Sundance's operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Sundance included in the Company's operating results for the year ended December 31, 2015 from the acquisition date are $7,394 and $668, respectively. Acquisition costs related to professional fees incurred as a result of the Sundance acquisition, during the year ended December 31, 2015 were approximately $300 and were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations. The majority of these expenses are not deductible for income tax purposes. |
Lease Amendment |
3 Months Ended |
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Mar. 31, 2016 | |
Leases [Abstract] | |
LEASE AMENDMENT | LEASE AMENDMENT In February 2016, the Company amended a master lease agreement consisting of five theatres and 84 screens. The amendment extends the term of the master lease agreement for 15 years, exclusive of any option periods. The Company expects to incur capital expenditures totaling approximately $28,000 to remodel certain of these theatres of which $15,000 will be reimbursed by the landlord. Certain of the improvements were deemed to be non-normal tenant improvements and the Company has recorded capital lease and financing obligations of $10,800 on its consolidated balance sheet. |
Basis of Presentation and Significant Accounting Policies (Policies) |
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Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Carmike Cinemas, Inc. and its subsidiaries (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 March 31, 2016 and December 31, 2015, the results of operations for the three month periods ended March 31, 2016 and 2015 and cash flows for the three months ended March 31, 2016 and 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first three months of 2016. The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Accounting Estimates | 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. |
Impairment of Long-Lived Assets | 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 Company’s 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 asset’s 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. Management’s estimates are based on historical and projected operating performance. |
Fair Value Measurements | 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 | Comprehensive Income The Company has no other comprehensive income items. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. In March 2016, further guidance related to this standard was issued in ASU 2016-08. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products, which amends existing guidance on extinguishing financial liabilities for certain prepaid stored-value products. ASU 2016-04 requires a company to derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, which is intended to simplify several aspects of the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, statutory tax witholding requirements and classification in the statement of cash flows. The ASU is effective for fiscal years beginning on or after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Debt (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Debt | The Company’s debt consisted of the following on the dates indicated:
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Fair Value of Senior Secured Notes Based on Quoted Market Prices | The fair value of the Senior Secured Notes at March 31, 2016 and December 31, 2015 is estimated based on quoted market prices as follows:
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Equity Based Compensation (Tables) |
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Summary of Option Activity for Stock Options | The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2016:
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Summary of Activity for Restricted Stock Grants | The following table sets forth the summary of option activity for the Company’s stock options with market condition vesting for the three months ended March 31, 2016:
The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2016:
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Goodwill and Intangible Assets (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Goodwill and Intangible Assets Acquired | As of March 31, 2016 and December 31, 2015, goodwill and intangible assets consisted of the following:
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Schedule of Changes in the Carrying Amount of Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2016:
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Net Income Per Share (Tables) |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Basic Loss Income Per Common Share | Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 75,831 and 2,339 for the three months ended March 31, 2016 and 2015 were excluded from the calculation of diluted earnings per share because of a decline in the average market price of common stock compared to the price on the grant date.
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Screenvision Exhibition, Inc. (Tables) |
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Investments in Unconsolidated Affiliates and Deferred Revenue | A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the three months ended March 31, 2016 is as follows:
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Investments in Unconsolidated Affiliates (Tables) |
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Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Combined Financial Information of Unconsolidated Affiliated Companies | Combined financial information of the unconsolidated affiliated companies accounted for by the equity method is as follows:
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Summary Of Activity In Income From Unconsolidated Affiliates Table | A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2016 and 2015 is as follows:
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Acquisitions (Tables) |
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American Multi-Cinema [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the Preliminary Purchase Price Allocation | The purchase price of $5,465 was allocated as follows:
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Sundance Cinemas, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the Preliminary Purchase Price Allocation | The following table summarizes the preliminary purchase price and purchase price allocation for Sundance based on the fair value of the net assets acquired at the acquisition date.
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Impairment of Long-Lived Assets - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2016 |
Mar. 31, 2015 |
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Property, Plant and Equipment [Line Items] | ||
Impairment charges | $ 280 | $ 1,390 |
Estimated aggregate fair value of long-lived assets impaired | $ 688 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Projects future attendance fluctuations, percent | (10.00%) | |
Risk-adjusted of return, discount rate | 10.00% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Projects future attendance fluctuations, percent | 10.00% | |
Risk-adjusted of return, discount rate | 15.00% |
Debt - Components of Debt (Detail) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
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Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (6,374) | $ (6,594) |
Total debt | 223,626 | 223,406 |
Current maturities | 0 | 0 |
Total long-term debt | 223,626 | 223,406 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount | 230,000 | 230,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount | $ 0 | $ 0 |
Debt - Fair Value of Senior Secured Notes Based on Quoted Market Prices (Detail) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
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Debt Instrument [Line Items] | ||
Carrying amount, net | $ 223,626 | $ 223,406 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Carrying amount, net | 230,000 | 230,000 |
Fair value | $ 240,925 | $ 234,600 |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
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Mar. 31, 2016 |
Dec. 31, 2015 |
Mar. 31, 2015 |
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Income Tax Disclosure [Abstract] | |||
Effective tax rate from continuing operations | 38.80% | 40.70% | |
Valuation allowance | $ 1,700 | ||
Net deferred tax assets | 105,421 | $ 106,300 | |
Deferred tax asset, increase (decrease) | 860 | ||
Unrecognized tax benefits | $ 167 | $ 167 |
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets Acquired (Detail) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
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Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,392 | $ 4,392 |
Accumulated Amortization | (1,927) | (1,796) |
Net Carrying Value | 2,465 | 2,596 |
Lease Related Intangibles [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,612 | 3,612 |
Accumulated Amortization | (1,332) | (1,206) |
Net Carrying Value | 2,280 | 2,406 |
Non-Compete Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 30 | 30 |
Accumulated Amortization | (22) | (21) |
Net Carrying Value | 8 | 9 |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 750 | 750 |
Accumulated Amortization | (573) | (569) |
Net Carrying Value | $ 177 | $ 181 |
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands |
Mar. 31, 2016
USD ($)
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Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expenses of intangible assets, 2016 | $ 525 |
Amortization expenses of intangible assets, 2017 | 518 |
Amortization expenses of intangible assets, 2018 | 495 |
Amortization expenses of intangible assets, 2019 | 495 |
Amortization expenses of intangible assets, 2020 | 274 |
Amortization expenses of intangible assets, After 2020 | $ 288 |
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Detail) $ in Thousands |
3 Months Ended |
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Mar. 31, 2016
USD ($)
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Goodwill [Roll Forward] | |
Goodwill gross, Beginning Balance | $ 189,956 |
Goodwill gross, Additions | 1,833 |
Goodwill gross, Impairments | 0 |
Goodwill gross, Ending Balance | 191,789 |
Accumulated impairment losses, Beginning Balance | (38,240) |
Accumulated impairment losses, Additions | 0 |
Accumulated impairment losses, Impairments | 0 |
Accumulated impairment losses, Ending Balance | (38,240) |
Goodwill Net, Beginning balance | 151,716 |
Goodwill Net, Additions | 1,833 |
Goodwill Net, Impairments | 0 |
Goodwill Net, Ending balance | $ 153,549 |
Net Income Per Share - Additional Information (Detail) - shares shares in Thousands |
3 Months Ended | |
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Mar. 31, 2016 |
Mar. 31, 2015 |
|
Earnings Per Share [Abstract] | ||
Common stock equivalents excluded from the calculation of diluted earnings per share due to decline in market price of stock (in shares) | 75,831 | 2,339 |
Net Income Per Share - Summary of Basic Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Numerator for basic earnings per share: | ||
Net income | $ 2,225 | $ 391 |
Basic earnings per share: | ||
Weighted average shares (in shares) | 24,584 | 24,588 |
Less: restricted stock issued (in shares) | (32) | (105) |
Denominator for basic earnings per share: (in shares) | 24,552 | 24,483 |
Effect of dilutive shares: | ||
Stock options (in shares) | 267 | 145 |
Restricted stock awards (in shares) | 166 | 321 |
Dilutive potential common shares (in shares) | 433 | 466 |
Denominator for diluted earnings per share: | ||
Adjusted weighted average shares (in shares) | 24,985 | 24,949 |
Basic and Diluted (loss) income per share attributable to Carmike stockholders (in dollars per share) | $ 0.09 | $ 0.02 |
Screenvision Exhibition, Inc. - Summary of Changes in Investments in Unconsolidated Affiliates and Deferred Revenue (Detail) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |
Balance at January 1, 2016 | $ 8,033 |
Balance at March 31, 2016 | 7,816 |
SV Holdco, LLC [Member] | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |
Balance at January 1, 2016 | 6,957 |
Equity loss of SV Holdco | 177 |
Balance at March 31, 2016 | 6,780 |
Movement in Deferred Revenue [Roll Forward] | |
Balance at January 1, 2016 | 30,670 |
Amortization of up-front payment | (237) |
Amortization of Class C units | (53) |
Balance at March 31, 2016 | $ 30,380 |
Investments in Unconsolidated Affiliates - Combined Financial Information of Unconsolidated Affiliated Companies (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Assets: | ||
Current assets | $ 53,894 | |
Noncurrent assets | 118,373 | |
Total assets | 172,267 | |
Liabilities: | ||
Current liabilities | 36,092 | |
Noncurrent liabilities | 51,320 | |
Total liabilities | 87,412 | |
Results of operations: | ||
Revenue | 37,568 | $ 23,613 |
Operating (loss) income | (2,572) | 11,318 |
(Loss) income from continuing operations | (1,642) | 6,310 |
Net (loss) income | $ (1,642) | $ 6,310 |
Investments in Unconsolidated Affiliates Unconsolidated Affiliates (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Schedule of Equity Method Investments [Line Items] | ||
Income from unconsolidated affiliates | $ 414 | $ 1,348 |
Screenvision Exhibition Inc And Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
(Loss) income from unconsolidated affiliates | (39) | 902 |
Elimination of intercompany revenue | 453 | 446 |
Income from unconsolidated affiliates | $ 414 | $ 1,348 |
Acquisitions - Summary of the Preliminary Purchase Price AMC (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2016 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Business Acquisition [Line Items] | ||||
Purchase price, net of cash received | $ 5,465 | $ 0 | ||
Goodwill | $ 153,549 | $ 151,716 | ||
American Multi-Cinema [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price, net of cash received | $ 5,390 | |||
Working capital adjustment | 75 | |||
Total purchase price | 5,465 | |||
Other current assets | 75 | |||
Property and equipment | 3,557 | |||
Net assets acquired | 3,632 | |||
Goodwill | 1,833 | |||
Purchase Price | $ 5,465 |
Acquisitions - Summary of the Preliminary Purchase Price Sundance (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Oct. 06, 2015 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Business Acquisition [Line Items] | ||||
Purchase price, net of cash received | $ 5,465 | $ 0 | ||
Inventories | 4,730 | $ 5,115 | ||
Goodwill | $ 153,549 | $ 151,716 | ||
Sundance Cinemas, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price, net of cash received | $ 35,713 | |||
Working capital adjustment | 130 | |||
Total purchase price | 35,843 | |||
Accounts receivable | 156 | |||
Inventories | 173 | |||
Other current assets | 511 | |||
Property and equipment | 10,022 | |||
Intangible assets | 200 | |||
Other assets | 464 | |||
Deferred tax assets | 1,444 | |||
Accounts payable | (870) | |||
Accrued expenses | (852) | |||
Other liabilities | (520) | |||
Net assets acquired | 10,728 | |||
Goodwill | 25,115 | |||
Purchase Price | $ 35,843 |
Lease Amendment Additional Information (Details) $ in Thousands |
1 Months Ended |
---|---|
Feb. 29, 2016
USD ($)
Theatre
screen
| |
Leases [Abstract] | |
Number of theatres | Theatre | 5 |
Number of screens | screen | 84 |
Lease term extension | 15 years |
Capital expenditures, expected | $ 28,000 |
Landlord contributions | 15,000 |
Capital lease obligations | $ 10,800 |
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