We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carmike Cinemas, Inc. | NASDAQ:CKEC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.40 | 33.00 | 33.35 | 0 | 01:00:00 |
|
|
|
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
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
95,367
|
|
|
$
|
102,511
|
|
Restricted cash
|
|
121
|
|
|
593
|
|
||
Accounts receivable
|
|
8,976
|
|
|
16,207
|
|
||
Inventories
|
|
4,440
|
|
|
5,115
|
|
||
Prepaid expenses and other current assets
|
|
19,423
|
|
|
20,082
|
|
||
Total current assets
|
|
128,327
|
|
|
144,508
|
|
||
Property and equipment:
|
|
|
|
|
||||
Land
|
|
44,759
|
|
|
45,265
|
|
||
Buildings and building improvements
|
|
361,624
|
|
|
345,451
|
|
||
Leasehold improvements
|
|
212,823
|
|
|
204,064
|
|
||
Assets under capital leases
|
|
49,173
|
|
|
49,173
|
|
||
Equipment
|
|
299,920
|
|
|
300,518
|
|
||
Construction in progress
|
|
18,558
|
|
|
10,617
|
|
||
Total property and equipment
|
|
986,857
|
|
|
955,088
|
|
||
Accumulated depreciation and amortization
|
|
(499,758
|
)
|
|
(470,482
|
)
|
||
Property and equipment, net of accumulated depreciation
|
|
487,099
|
|
|
484,606
|
|
||
Goodwill
|
|
153,549
|
|
|
151,716
|
|
||
Intangible assets, net of accumulated amortization
|
|
2,451
|
|
|
2,596
|
|
||
Investments in unconsolidated affiliates (Note 10)
|
|
9,417
|
|
|
8,033
|
|
||
Deferred income tax asset
|
|
107,293
|
|
|
106,300
|
|
||
Other
|
|
14,425
|
|
|
14,899
|
|
||
Total assets
|
|
$
|
902,561
|
|
|
$
|
912,658
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
31,210
|
|
|
$
|
50,527
|
|
Accrued expenses
|
|
36,035
|
|
|
32,099
|
|
||
Deferred revenue
|
|
17,635
|
|
|
23,995
|
|
||
Current maturities of capital leases and long-term financing obligations
|
|
13,273
|
|
|
9,978
|
|
||
Total current liabilities
|
|
98,153
|
|
|
116,599
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
224,066
|
|
|
223,406
|
|
||
Capital leases and long-term financing obligations, less current maturities
|
|
225,095
|
|
|
221,315
|
|
||
Deferred revenue
|
|
30,586
|
|
|
29,512
|
|
||
Other
|
|
35,600
|
|
|
32,055
|
|
||
Total long-term liabilities
|
|
515,347
|
|
|
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, 25,337,729 shares issued and 24,388,587 shares outstanding at September 30, 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 September 30, 2016 and December 31, 2015, respectively
|
|
(24,349
|
)
|
|
(21,289
|
)
|
||
Paid-in capital
|
|
506,110
|
|
|
502,975
|
|
||
Accumulated deficit
|
|
(193,460
|
)
|
|
(192,669
|
)
|
||
Total stockholders’ equity
|
|
289,061
|
|
|
289,771
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
902,561
|
|
|
$
|
912,658
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Admissions
|
|
$
|
125,988
|
|
|
$
|
110,633
|
|
|
$
|
370,844
|
|
|
$
|
356,975
|
|
Concessions and other
|
|
83,742
|
|
|
69,608
|
|
|
249,748
|
|
|
226,699
|
|
||||
Total operating revenues
|
|
209,730
|
|
|
180,241
|
|
|
620,592
|
|
|
583,674
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Film exhibition costs
|
|
69,731
|
|
|
61,376
|
|
|
208,354
|
|
|
202,348
|
|
||||
Concession costs
|
|
10,209
|
|
|
8,938
|
|
|
29,714
|
|
|
26,688
|
|
||||
Salaries and benefits
|
|
27,075
|
|
|
25,722
|
|
|
77,802
|
|
|
75,505
|
|
||||
Theatre occupancy costs
|
|
26,627
|
|
|
24,019
|
|
|
79,381
|
|
|
71,353
|
|
||||
Other theatre operating costs
|
|
37,914
|
|
|
34,620
|
|
|
106,201
|
|
|
99,730
|
|
||||
General and administrative expenses
|
|
12,979
|
|
|
6,963
|
|
|
36,722
|
|
|
25,201
|
|
||||
Depreciation and amortization
|
|
15,126
|
|
|
14,455
|
|
|
45,594
|
|
|
41,289
|
|
||||
Loss (gain) on disposal of property and equipment
|
|
1,613
|
|
|
(41
|
)
|
|
1,673
|
|
|
(3,365
|
)
|
||||
Impairment of long-lived assets
|
|
409
|
|
|
1,388
|
|
|
2,669
|
|
|
3,258
|
|
||||
Total operating costs and expenses
|
|
201,683
|
|
|
177,440
|
|
|
588,110
|
|
|
542,007
|
|
||||
Operating income
|
|
8,047
|
|
|
2,801
|
|
|
32,482
|
|
|
41,667
|
|
||||
Interest expense
|
|
12,363
|
|
|
12,309
|
|
|
37,131
|
|
|
37,617
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,550
|
|
||||
Loss before income tax and income from unconsolidated affiliates
|
|
(4,316
|
)
|
|
(9,508
|
)
|
|
(4,649
|
)
|
|
(13,500
|
)
|
||||
Income tax benefit
|
|
(1,054
|
)
|
|
(2,212
|
)
|
|
(500
|
)
|
|
(3,226
|
)
|
||||
Income from unconsolidated affiliates (Note 10)
|
|
1,843
|
|
|
1,039
|
|
|
3,358
|
|
|
2,963
|
|
||||
Net loss
|
|
$
|
(1,419
|
)
|
|
$
|
(6,257
|
)
|
|
$
|
(791
|
)
|
|
$
|
(7,311
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
24,600
|
|
|
24,510
|
|
|
24,578
|
|
|
24,394
|
|
||||
Diluted
|
|
24,600
|
|
|
24,510
|
|
|
24,578
|
|
|
24,394
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share (Basic and Diluted)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.30
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(791
|
)
|
|
$
|
(7,311
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
45,594
|
|
|
41,289
|
|
||
Amortization of debt issuance costs
|
|
951
|
|
|
1,042
|
|
||
Impairment on long-lived assets
|
|
2,669
|
|
|
3,258
|
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
17,550
|
|
||
Deferred income taxes
|
|
(993
|
)
|
|
(1,015
|
)
|
||
Stock-based compensation
|
|
3,105
|
|
|
5,057
|
|
||
Income from unconsolidated affiliates
|
|
(2,039
|
)
|
|
(1,644
|
)
|
||
Other
|
|
(1,314
|
)
|
|
398
|
|
||
Loss (gain) on disposal of property and equipment
|
|
1,673
|
|
|
(3,365
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable and inventories
|
|
7,877
|
|
|
8,620
|
|
||
Deferred construction allowances
|
|
2,419
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
|
722
|
|
|
(1,542
|
)
|
||
Accounts payable
|
|
(22,457
|
)
|
|
(1,974
|
)
|
||
Accrued expenses and other liabilities
|
|
(2,164
|
)
|
|
(2,116
|
)
|
||
Earnout payments for acquisitions
|
|
—
|
|
|
(849
|
)
|
||
Distributions from unconsolidated affiliates
|
|
2,571
|
|
|
409
|
|
||
Net cash provided by operating activities
|
|
37,823
|
|
|
57,807
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(33,341
|
)
|
|
(33,865
|
)
|
||
Funding of restricted cash
|
|
472
|
|
|
246
|
|
||
Investment in unconsolidated affiliates
|
|
(217
|
)
|
|
(52
|
)
|
||
Theatre acquisitions, net of cash acquired
|
|
(5,465
|
)
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
|
862
|
|
|
10,947
|
|
||
Net cash used in investing activities
|
|
(37,689
|
)
|
|
(22,724
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Debt activities:
|
|
|
|
|
||||
Issuance of long-term debt
|
|
—
|
|
|
230,000
|
|
||
Repayments of long-term debt
|
|
—
|
|
|
(223,022
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(8,955
|
)
|
||
Repayments of capital lease and long-term financing obligations
|
|
(7,494
|
)
|
|
(6,424
|
)
|
||
Proceeds from long-term financing arrangements
|
|
3,485
|
|
|
—
|
|
||
Issuance of common stock
|
|
36
|
|
|
100
|
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
1,111
|
|
||
Purchase of treasury stock
|
|
(3,305
|
)
|
|
(3,476
|
)
|
||
Earnout payment for acquisitions
|
|
—
|
|
|
(1,570
|
)
|
||
Net cash used in financing activities
|
|
(7,278
|
)
|
|
(12,236
|
)
|
||
Increase in cash and cash equivalents
|
|
(7,144
|
)
|
|
22,847
|
|
||
Cash and cash equivalents at beginning of period
|
|
102,511
|
|
|
97,537
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
95,367
|
|
|
$
|
120,384
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
||||
Cash paid (received) during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
32,466
|
|
|
$
|
34,246
|
|
Income taxes, net
|
|
$
|
(1,078
|
)
|
|
$
|
697
|
|
Non-cash investing and financing activities:
|
|
|
|
|
||||
Non-cash purchases of property and equipment
|
|
$
|
4,500
|
|
|
$
|
4,056
|
|
Assets acquired through capital lease or financing obligations
|
|
$
|
14,285
|
|
|
$
|
531
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Senior secured notes
|
|
$
|
230,000
|
|
|
$
|
230,000
|
|
Revolving credit facility
|
|
—
|
|
|
—
|
|
||
Unamortized debt issuance costs
|
|
(5,934
|
)
|
|
(6,594
|
)
|
||
Total debt
|
|
224,066
|
|
|
223,406
|
|
||
Current maturities
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
$
|
224,066
|
|
|
$
|
223,406
|
|
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Carrying amount, net
|
|
$
|
230,000
|
|
|
$
|
230,000
|
|
Fair value
|
|
$
|
239,200
|
|
|
$
|
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 September 30, 2016
|
|
550,000
|
|
|
$
|
8.67
|
|
|
3.4
|
|
|
$
|
13,211
|
|
Exercisable on September 30, 2016
|
|
550,000
|
|
|
$
|
8.67
|
|
|
3.4
|
|
|
$
|
13,211
|
|
Expected to vest September 30, 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 September 30, 2016
|
|
73,334
|
|
|
$
|
25.95
|
|
|
0.5
|
|
|
$
|
494
|
|
Exercisable on September 30, 2016
|
|
40,000
|
|
|
$
|
25.95
|
|
|
0.5
|
|
|
$
|
270
|
|
Expected to vest September 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Nonvested at January 1, 2016
|
|
388,794
|
|
|
$
|
27.34
|
|
Granted
|
|
181,009
|
|
|
$
|
21.44
|
|
Vested
|
|
(197,150
|
)
|
|
$
|
22.72
|
|
Forfeited
|
|
(7,088
|
)
|
|
$
|
28.03
|
|
Nonvested at September 30, 2016
|
|
365,565
|
|
|
$
|
26.89
|
|
|
|
Gross
Carrying Value |
|
Accumulated
Amortization |
|
Net
Carrying Value |
||||||
As of September 30, 2016
|
|
|
|
|
|
|
||||||
Intangible assets:
|
|
|
|
|
|
|
||||||
Lease related intangibles
|
|
$
|
3,612
|
|
|
$
|
(1,584
|
)
|
|
$
|
2,028
|
|
Non-compete agreements
|
|
30
|
|
|
(25
|
)
|
|
5
|
|
|||
Trade names
|
|
750
|
|
|
(582
|
)
|
|
168
|
|
|||
Licenses
|
|
250
|
|
|
—
|
|
|
250
|
|
|||
Total intangible assets
|
|
$
|
4,642
|
|
|
$
|
(2,191
|
)
|
|
$
|
2,451
|
|
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
|
|
September 30, 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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(1,419
|
)
|
|
$
|
(6,257
|
)
|
|
$
|
(791
|
)
|
|
$
|
(7,311
|
)
|
Denominator (shares in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares
|
|
24,600
|
|
|
24,577
|
|
|
24,589
|
|
|
24,499
|
|
||||
Less: restricted stock issued
|
|
—
|
|
|
(67
|
)
|
|
(11
|
)
|
|
(105
|
)
|
||||
Denominator for basic earnings per share:
|
|
24,600
|
|
|
24,510
|
|
|
24,578
|
|
|
24,394
|
|
||||
Effect of dilutive shares:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restricted stock awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dilutive potential common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted average shares
|
|
24,600
|
|
|
24,510
|
|
|
24,578
|
|
|
24,394
|
|
||||
Basic and Diluted loss per share attributable to Carmike stockholders
|
|
$
|
(0.06
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.30
|
)
|
Investments in unconsolidated affiliates
|
SV Holdco
|
||
Balance at January 1, 2016
|
$
|
6,957
|
|
Equity income of SV Holdco
|
1,537
|
|
|
Balance at September 30, 2016
|
$
|
8,494
|
|
|
|
||
|
|
||
Deferred revenue
|
SV Holdco
|
||
Balance at January 1, 2016
|
$
|
30,670
|
|
Theatre acquisition bonus
|
2,047
|
|
|
Amortization of up-front payment
|
(710
|
)
|
|
Amortization of Class C units
|
(185
|
)
|
|
Balance at September 30, 2016
|
$
|
31,822
|
|
|
As of September 30,
|
||
|
2016
|
||
Assets:
|
|
||
Current assets
|
$
|
67,711
|
|
Noncurrent assets
|
118,514
|
|
|
|
|
||
Total assets
|
$
|
186,225
|
|
|
|
||
Liabilities:
|
|
||
Current liabilities
|
$
|
39,416
|
|
Noncurrent liabilities
|
84,051
|
|
|
|
|
||
Total liabilities
|
$
|
123,467
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Results of operations:
|
|
|
|
|
||||
Revenue
|
|
$
|
58,300
|
|
|
$
|
41,252
|
|
Operating income (loss)
|
|
$
|
11,552
|
|
|
$
|
(3,505
|
)
|
Income from continuing operations
|
|
$
|
6,710
|
|
|
$
|
2,694
|
|
Net income
|
|
$
|
6,710
|
|
|
$
|
2,694
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Results of operations:
|
|
|
|
|
||||
Revenue
|
|
$
|
148,063
|
|
|
$
|
104,777
|
|
Operating income (loss)
|
|
$
|
15,356
|
|
|
$
|
(10,134
|
)
|
Income from continuing operations
|
|
$
|
8,802
|
|
|
$
|
9,087
|
|
Net income
|
|
$
|
8,802
|
|
|
$
|
9,087
|
|
|
|
September 30,
|
||||||
Income from unconsolidated affiliates
|
|
2016
|
|
2015
|
||||
Income from unconsolidated affiliates
|
|
$
|
1,887
|
|
|
$
|
1,551
|
|
Elimination of intercompany revenue
|
|
1,471
|
|
|
1,412
|
|
||
Income from unconsolidated affiliates
|
|
$
|
3,358
|
|
|
$
|
2,963
|
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Average theatres
|
|
272
|
|
|
269
|
|
|
274
|
|
|
271
|
|
||||
Average screens
|
|
2,928
|
|
|
2,875
|
|
|
2,940
|
|
|
2,885
|
|
||||
Average attendance per screen
|
|
5,898
|
|
|
5,320
|
|
|
16,624
|
|
|
16,859
|
|
||||
Average admission per patron
|
|
$
|
7.30
|
|
|
$
|
7.23
|
|
|
$
|
7.59
|
|
|
$
|
7.36
|
|
Average concessions and other sales per patron
|
|
$
|
4.85
|
|
|
$
|
4.55
|
|
|
$
|
5.11
|
|
|
$
|
4.68
|
|
Total attendance (in thousands)
|
|
17,269
|
|
|
15,294
|
|
|
48,874
|
|
|
48,475
|
|
||||
Total operating revenues (in thousands)
|
|
$
|
209,730
|
|
|
$
|
180,241
|
|
|
$
|
620,592
|
|
|
$
|
583,674
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
($’s in thousands)
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Film exhibition costs
|
|
$
|
69,731
|
|
|
$
|
61,376
|
|
|
14
|
|
|
$
|
208,354
|
|
|
$
|
202,348
|
|
|
3
|
|
Concession costs
|
|
$
|
10,209
|
|
|
$
|
8,938
|
|
|
14
|
|
|
$
|
29,714
|
|
|
$
|
26,688
|
|
|
11
|
|
Salaries and benefits
|
|
$
|
27,075
|
|
|
$
|
25,722
|
|
|
5
|
|
|
$
|
77,802
|
|
|
$
|
75,505
|
|
|
3
|
|
Theatre occupancy costs
|
|
$
|
26,627
|
|
|
$
|
24,019
|
|
|
11
|
|
|
$
|
79,381
|
|
|
$
|
71,353
|
|
|
11
|
|
Other theatre operating costs
|
|
$
|
37,914
|
|
|
$
|
34,620
|
|
|
10
|
|
|
$
|
106,201
|
|
|
$
|
99,730
|
|
|
6
|
|
General and administrative expenses
|
|
$
|
12,979
|
|
|
$
|
6,963
|
|
|
86
|
|
|
$
|
36,722
|
|
|
$
|
25,201
|
|
|
46
|
|
Depreciation and amortization
|
|
$
|
15,126
|
|
|
$
|
14,455
|
|
|
5
|
|
|
$
|
45,594
|
|
|
$
|
41,289
|
|
|
10
|
|
Loss (gain) on disposal of property and equipment
|
|
$
|
1,613
|
|
|
$
|
(41
|
)
|
|
n/m
|
|
|
$
|
1,673
|
|
|
$
|
(3,365
|
)
|
|
(150
|
)
|
Impairment of long-lived assets
|
|
$
|
409
|
|
|
$
|
1,388
|
|
|
(71
|
)
|
|
$
|
2,669
|
|
|
$
|
3,258
|
|
|
(18
|
)
|
•
|
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, merger-related litigation 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” and risk factors related to the AMC merger disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.
|
Exhibit
Number
|
|
Description
|
|
|
|
||
2.1
|
|
|
Amended and Restated Agreement and Plan of Merger, dated as of July 24, 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 July 24, 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).
|
|
|
|
|
3.5
|
|
|
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 September 30, 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).
|
|
|
|
|
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:
|
November 9, 2016
|
|
By:
|
|
/s/ S. David Passman III
|
|
|
|
|
|
S. David Passman III
|
|
|
|
|
|
President, Chief Executive Officer and
Director
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Date:
|
November 9, 2016
|
|
By:
|
|
/s/ Richard B. Hare
|
|
|
|
|
|
Richard B. Hare
|
|
|
|
|
|
Senior Vice President—Finance, Treasurer and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
Date:
|
November 9, 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 Year Carmike Chart |
1 Month Carmike Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions