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Carmike Cinemas 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-14993

 

 

CARMIKE CINEMAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

DELAWARE   58-1469127

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

1301 First Avenue, Columbus, Georgia   31901-2109
(Address of Principal Executive Offices)   (Zip Code)

(706) 576-3400

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of the issuer’s common stock, as of the latest practicable date.

Common Stock, par value $0.03 per share — 23,042,828 shares outstanding as of October 25, 2013.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

PART I. FINANCIAL INFORMATION

  

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

     3   

CONDENSED CONSOLIDATED BALANCE SHEETS

     3   

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

     4   

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

     5   

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     6   

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     26   

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     34   

ITEM 4. CONTROLS AND PROCEDURES

     35   

PART II. OTHER INFORMATION

  

ITEM 1. LEGAL PROCEEDINGS

     36   

ITEM 1A. RISK FACTORS

     36   

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     36   

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     36   

ITEM 4. MINE SAFETY DISCLOSURES

     36   

ITEM 5. OTHER INFORMATION

     36   

ITEM 6. EXHIBITS

     37   

EXHIBIT INDEX

     37   

SIGNATURES

     38   

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

  


Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

 

     September 30,     December 31,  
     2013     2012  
     (Unaudited)        

Assets:

    

Current assets:

    

Cash and cash equivalents

   $ 150,602      $ 68,531   

Restricted cash

     62        293   

Accounts receivable

     5,854        6,555   

Inventories

     3,780        4,186   

Deferred income tax asset

     4,914        2,896   

Prepaid expenses and other current assets

     12,052        10,936   
  

 

 

   

 

 

 

Total current assets

     177,264        93,397   
  

 

 

   

 

 

 

Property and equipment:

    

Land

     54,705        51,876   

Buildings and building improvements

     333,415        335,738   

Leasehold improvements

     153,428        141,758   

Assets under capital leases

     44,970        44,970   

Equipment

     243,300        235,223   

Construction in progress

     8,366        5,185   
  

 

 

   

 

 

 

Total property and equipment

     838,184        814,750   

Accumulated depreciation and amortization

     (393,633     (369,823
  

 

 

   

 

 

 

Property and equipment, net of accumulated depreciation

     444,551        444,927   

Goodwill

     49,857        44,577   

Intangible assets, net of accumulated amortization

     983        1,061   

Investments in unconsolidated affiliates (Note 10)

     6,481        7,682   

Deferred income tax asset

     103,361        100,012   

Other

     19,386        21,072   
  

 

 

   

 

 

 

Total assets

   $ 801,883      $ 712,728   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity:

    

Current liabilities:

    

Accounts payable

   $ 25,062      $ 32,141   

Accrued expenses

     41,462        40,049   

Current maturities of capital leases and long-term financing obligations

     5,246        4,422   
  

 

 

   

 

 

 

Total current liabilities

     71,770        76,612   
  

 

 

   

 

 

 

Long-term liabilities:

    

Long-term debt

     209,601        209,548   

Capital leases and long-term financing obligations, less current maturities

     222,633        220,725   

Deferred revenue

     32,116        32,984   

Other

     24,632        23,425   
  

 

 

   

 

 

 

Total long-term liabilities

     488,982        486,682   
  

 

 

   

 

 

 

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: 35,000,000 shares authorized, 23,510,907 shares issued and 23,042,828 shares outstanding at September 30, 2013, and 18,244,179 shares issued and 17,786,949 shares outstanding at December 31, 2012

     698        540   

Treasury stock, 468,079 and 457,230 shares at cost at September 30, 2013 and December 31, 2012, respectively

     (11,914     (11,740

Paid-in capital

     439,477        349,666   

Accumulated deficit

     (187,130     (189,032
  

 

 

   

 

 

 

Total stockholders’ equity

     241,131        149,434   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 801,883      $ 712,728   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2013     2012     2013     2012  
     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues:

        

Admissions

   $ 102,792      $ 79,889      $ 291,927      $ 248,776   

Concessions and other

     62,221        46,783        173,283        143,008   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     165,013        126,672        465,210        391,784   

Operating costs and expenses:

        

Film exhibition costs

     56,482        43,858        160,769        135,225   

Concession costs

     8,328        5,741        22,009        16,767   

Other theatre operating costs

     66,341        52,904        185,783        157,037   

General and administrative expenses

     6,621        5,650        18,668        15,939   

Lease termination charges (Note 12)

     —          —          3,063        —     

Severance agreement charges

     102        95        102        473   

Depreciation and amortization

     10,627        8,468        31,105        23,966   

Loss on sale of property and equipment

     11        700        70        948   

Impairment of long-lived assets

     2,974        1,835        3,385        3,358   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     151,486        119,251        424,954        353,713   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     13,527        7,421        40,256        38,071   

Interest expense

     12,353        8,605        36,998        25,478   

Loss on extinguishment of debt

     —          —          —          4,961   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax and income from unconsolidated affiliates

     1,174        (1,184     3,258        7,632   

Income tax expense (Note 4)

     1,253        466        1,733        3,813   

Income from unconsolidated affiliates (Note 10)

     1,145        1,950        482        958   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     1,066        300        2,007        4,777   

Loss from discontinued operations (Note 6)

     (57     (67     (105     (114
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 1,009      $ 233      $ 1,902      $ 4,663   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding:

        

Basic

     20,985        17,519        18,723        15,775   

Diluted

     21,501        17,881        19,202        16,061   

Net income per common share (Basic):

        

Income from continuing operations

   $ 0.05      $ 0.02      $ 0.11      $ 0.30   

Loss from discontinued operations, net of tax

     —          —          (0.01     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 0.05      $ 0.02      $ 0.10      $ 0.30   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share (Diluted):

        

Income from continuing operations

   $ 0.05      $ 0.01      $ 0.10      $ 0.30   

Loss from discontinued operations, net of tax

     —          —          —          (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 0.05      $ 0.01      $ 0.10      $ 0.29   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Nine Months Ended September 30,  
     2013     2012  
     (Unaudited)     (Unaudited)  

Cash flows from operating activities:

    

Net income

   $ 1,902      $ 4,663   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     31,115        24,068   

Amortization of debt issuance costs

     1,087        1,398   

Impairment on long-lived assets

     3,385        3,466   

Loss on extinguishment of debt

     —          4,961   

Deferred income taxes

     (3,364     —     

Stock-based compensation

     1,926        1,622   

Loss from unconsolidated affiliates

     702        114   

Other

     353        284   

(Gain) loss on sale of property and equipment

     (15     767   

Changes in operating assets and liabilities:

    

Accounts receivable and inventories

     1,277        275   

Prepaid expenses and other assets

     168        111   

Accounts payable

     (7,278     (10,133

Accrued expenses and other liabilities

     1,713        4,271   

Distributions from unconsolidated affiliates

     378        348   
  

 

 

   

 

 

 

Net cash provided by operating activities

     33,349        36,215   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (24,748     (25,923

Release of restricted cash

     231        273   

Investment in unconsolidated affiliates

     —          (54

Theatre acquisitions

     (12,318     (702

Proceeds from sale of property and equipment

     740        2,857   
  

 

 

   

 

 

 

Net cash used in investing activities

     (36,095     (23,549
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Debt activities:

    

Short-term borrowings

     —          5,000   

Repayment of short-term borrowings

     —          (5,000

Issuance of long-term debt

     —          209,500   

Repayments of long-term debt

     —          (200,229

Debt issuance costs

     —          (8,621

Repayments of capital lease and long-term financing obligations

     (3,052     (1,397

Issuance of common stock

     88,043        56,565   

Purchase of treasury stock

     (174     (57
  

 

 

   

 

 

 

Net cash provided by financing activities

     84,817        55,761   
  

 

 

   

 

 

 

Increase in cash and cash equivalents

     82,071        68,427   

Cash and cash equivalents at beginning of period

     68,531        13,616   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 150,602      $ 82,043   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    

Cash paid during the period for:

    

Interest

   $ 31,690      $ 17,105   

Income taxes

   $ 5,108      $ 4,884   

Non-cash investing and financing activities:

    

Non-cash purchase of property and equipment

   $ 4,619      $ 2,314   

Assets acquired through capital leases and financing obligations

   $ 2,285      $ —     

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2013 and 2012

(unaudited)

(in thousands except share and per share data)

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of September 30, 2013 and December 31, 2012, the results of operations for the three and nine month periods ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during the first nine months of 2013.

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.

Discontinued Operations

The results of operations for theatres that have been disposed of or classified as held for sale are eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. Theatres are reported as discontinued operations when the Company no longer has continuing involvement in the theatre operations and the cash flows have been eliminated, which generally occurs when the Company no longer has operations in a given market. See Note 6—Discontinued Operations.

Impairment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or circumstances indicate that the assets’ carrying values may not be recoverable. The Company performs its impairment analysis at the individual theatre-level, the lowest level of independent, identifiable cash flow. Management reviews all available evidence when assessing long-lived assets for impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre, and alternative uses of the assets. The 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.

 

6


Table of Contents

Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these assets and liabilities.

The fair value of the Senior Secured Notes and Credit Facility described in Note 3—Debt is estimated based on quoted market prices at the date of measurement.

Comprehensive Income

The Company has no other comprehensive income items.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). The amendments in ASU 2013-11 require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss or a tax credit carryforward except when (1) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; or (2) the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The amendment does not affect the recognition or measurement of uncertain tax positions under ASC 740. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company does not expect this ASU to have an 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.

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

For the three and nine months ended September 30, 2013, impairment charges aggregated to $2,974 and $3,385, respectively. The impairment charges primarily resulted from the impact of competition in a market where the Company operates one theatre and the continued deterioration of previously impaired theatres. The Company recorded impairment charges of $1,835 and $3,358 during the three and nine months ended September 30, 2012, respectively, which were primarily the result of the Company’s plan to replace two owned theatres prior to the end of their useful lives and the continued deterioration of previously impaired theatres.

The estimated aggregate fair value of the long-lived assets impaired during the three and nine months ended September 30, 2013 was approximately $2,629 and $3,879, respectively. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by Accounting Standards Codification (“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%.

NOTE 3—DEBT

The Company’s debt consisted of the following on the dates indicated:

 

     September 30,     December 31,  
     2013     2012  

Senior secured notes

   $ 210,000      $ 210,000   

Revolving credit facility

     —          —     

Original issue discount

     (399     (452
  

 

 

   

 

 

 

Total debt

     209,601        209,548   

Current maturities

     —          —     
  

 

 

   

 

 

 

Total long-term debt

   $ 209,601      $ 209,548   
  

 

 

   

 

 

 

 

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Table of Contents

Senior Secured Notes

In April 2012, the Company issued $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $265,000 senior secured term loan that was due in January 2016 with a then outstanding balance of $198,700. Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year.

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 $8,600 are included in other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the 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 May 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”). 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 May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.

Following a change of control, as defined in the Indenture, the Company will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

Revolving Credit Facility

In April 2012, the Company also entered into a new $25,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (subject to a 2.00% floor) plus a margin of 3.50%, as the Company may elect. In addition, the Company is required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit facility is April 27, 2016. The $25,000 revolving credit facility replaced the prior $30,000 revolving credit facility that was scheduled to mature in January 2013.

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each 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 September 30, 2013.

The fair value of the Senior Secured Notes at September 30, 2013 and December 31, 2012 is estimated based on quoted market prices as follows:

 

     As of September 30,      As of December 31,  
     2013      2012  

Carrying amount, net

   $ 210,000       $ 210,000   

Fair value

   $ 226,800       $ 226,800   

 

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Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s and its subsidiaries’ ability, to:

 

    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 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 2.75 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

The 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:

 

    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;

 

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    failure to perform other obligations under the Credit Facility and the security documents for the Credit Facility (subject to applicable cure periods); or

 

    certain bankruptcy or insolvency events.

In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.

As of September 30, 2013, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

NOTE 4—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. Included in the Company’s estimates are the effects of the American Taxpayer Relief Act of 2012 (“ATRA 2012”) which did not have a significant impact on the Company’s income tax provision. However, the Company’s effective tax rate for the nine months ended September 2013 was decreased by the tax benefit of certain employment credits reinstated by ATRA 2012 that were recognized during the period, as measured against our year-to-date income. 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 September 30, 2013 and 2012 was 54.0% and 60.8%, respectively. The effective tax rate from continuing operations for the nine months ended September 30, 2013 and 2012 was 46.3% and 44.4%, respectively. The Company’s tax rate for the three months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items, changes in uncertain tax positions and the effect on its deferred tax asset due to a change in state tax rates. The Company’s tax rate for the nine months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions, partially offset by federal employment credits. The Company’s tax rates for the three and nine months ended September 30, 2012 differ from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of its assets and liabilities and the inability to recognize an associated deferred tax benefit, due to the Company’s assessment that the realization of its deferred tax assets was unlikely. The Company released its valuation allowance against its deferred tax assets at December 31, 2012. The Company believes that the effective tax rate for the three and nine months ended September 30, 2013 and future periods will more closely reflect the statutory tax rate.

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.

The Company determined that at the date of the ownership change, it had a net unrealized built-in loss (“NUBIL”). The NUBIL is determined based on the difference between the fair market value of the Company’s assets and their tax basis at the ownership change. Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subjected to the same limitation as the net operating loss carryforwards. Because the annual limitation is applied first against the realized built-in losses (“RBILs”), the Company does not expect to utilize any of its net operating loss carryforwards during the five year recognition period. The amount of the disallowed RBILs could increase if the Company disposes of assets with built-in losses at the date of the ownership change during the recognition period. As a result of the 2008 ownership change, the Company is limited to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs and recognized built-in losses. The recognition period ended on October 15, 2013.

An ownership change was also deemed to have occurred during the second quarter of 2012. The Company does not believe this change will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

At September 30, 2013 and December 31, 2012, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $108,275 and $102,908, 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

 

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earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets, tax planning strategies 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. After reviewing all positive and negative evidence at September 30, 2013 and December 31, 2012, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of September 30, 2013 and December 31, 2012, the amount of unrecognized tax benefits was $2,678, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9—Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position.

NOTE 5—EQUITY BASED COMPENSATION

In March 2004, the Board of Directors adopted the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the “2004 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee (or similar committee) may grant stock options, stock grants, stock units, and stock appreciation rights under the 2004 Incentive Stock Plan to certain eligible employees and to outside directors. As of September 30, 2013, there were 1,102,010 shares available for future grants under the 2004 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. As of September 30, 2013, the Company also had 361,603 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of September 30, 2013, 135,803 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.

The Company’s total stock-based compensation expense was approximately $608 and $521 for the three months ended September 30, 2013 and 2012, respectively, and $1,926 and $1,622 for the nine months ended September 30, 2013 and 2012, respectively. Included in stock-based compensation expense for the nine months ended September 30, 2012, is $115 related to the accelerated vesting of stock-based awards to the Company’s former Vice President-General Manager Theatre Operations. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of September 30, 2013, the Company had approximately $4,768 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 1.9 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%.

 

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No options were granted during the first nine months of 2013 or 2012. The following table sets forth the summary of option activity for stock options with service vesting conditions as of September 30, 2013:

 

     Shares     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Life (Yrs.)
     Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2013

     747,500      $ 12.32         5.92      

Granted

     —        $ —           

Exercised

     —        $ —           

Expired

     (90,000   $ 27.15         

Forfeited

     —        $ —           
  

 

 

   

 

 

    

 

 

    

 

 

 

Outstanding at September 30, 2013

     657,500      $ 10.29         5.95       $ 8,302   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable on September 30, 2013

     606,662      $ 10.55         5.83       $ 7,547   
  

 

 

   

 

 

    

 

 

    

 

 

 

Expected to vest September 30, 2013

     49,589      $ 7.23         7.48       $ 737   
  

 

 

   

 

 

    

 

 

    

 

 

 

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the nine months ended September 30, 2013:

 

     Shares     Weighted
Average
Grant Date
Fair Value
 

Nonvested at January 1, 2013

     458,981      $ 10.85   

Granted

     213,954      $ 15.78   

Vested

     (97,928   $ 11.78   

Forfeited

     —        $ —     
  

 

 

   

 

 

 

Nonvested at September 30, 2013

     575,007      $ 12.53   
  

 

 

   

 

 

 

NOTE 6—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. During the three months ended September 30, 2013 and 2012, the Company closed one theatre in each period and for the nine months ended September 30, 2013 and 2012, the Company closed eight theatres in each period. With respect to the closures during the three months ended September 30, 2013, the Company classified one theatre in each period as discontinued operations, and for the nine months ended September 30, 2013 and 2012, the Company classified two and five theatres, respectively, as discontinued operations. The Company reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of these theatres have been eliminated from the Company’s continuing operations, and the Company will not have any continuing involvement in their operations.

All activity during the three and nine months ended September 30, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

 

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The following table sets forth the summary of activity for discontinued operations for the three and nine months ended September 30, 2013 and 2012:

 

     Three Months Ended September 30,  
     2013     2012  

Revenue from discontinued operations

   $ 44      $ 917   
  

 

 

   

 

 

 

Operating loss before income taxes

   $ (71   $ (165

Income tax benefit from discontinued operations

     27        62   

(Loss) gain on disposal, before income taxes

     (22     57   

Income tax benefit (expense) on disposal

     9        (21
  

 

 

   

 

 

 

Loss from discontinued operations

   $ (57   $ (67
  

 

 

   

 

 

 

 

     Nine months ended September 30,  
     2013     2012  

Revenue from discontinued operations

   $ 438      $ 3,045   
  

 

 

   

 

 

 

Operating loss before income taxes

   $ (254   $ (364

Income tax benefit from discontinued operations

     96        136   

Gain on disposal, before income taxes

     85        181   

Income tax expense on disposal

     (32     (67
  

 

 

   

 

 

 

Loss from discontinued operations

   $ (105   $ (114
  

 

 

   

 

 

 

NOTE 7—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.

NOTE 8—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 15,954 and 361,507 for the three months ended September 30, 2013 and 2012, respectively, and common stock equivalents totaling 26,566 and 285,786 for the nine months ended September 30, 2013 and 2012, respectively, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

NOTE 9—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.

 

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As of September 30, 2013, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of September 30, 2013, the carrying value of the Company’s ownership interest in SV Holdco is $5,626 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 Accounting Standards Codification 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 September 30, 2013.

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 15% of the total issued and outstanding membership units of SV Holdco as of September 30, 2013 and December 31, 2012.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,900 and $2,700 for the three months ended September 30, 2013 and 2012, respectively, and approximately $7,400 and $7,600 for the nine months ended September 30, 2013 and 2012, 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 $510 and $400 for the three months ended September 30, 2013 and 2012, respectively, and $1,305 and $1,200 for the nine months ended September 30, 2013 and 2012, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,537 and $2,030 at September 30, 2013 and December 31, 2012, respectively.

 

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A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the nine months ended September 30, 2013 is as follows:

 

Investments in unconsolidated affiliates

   SV Holdco  

Balance at January 1, 2013

   $ 6,740   

Equity earnings of SV Holdco

     (1,114
  

 

 

 

Balance at September 30, 2013

   $ 5,626   
  

 

 

 

 

Deferred revenue

   SV Holdco  

Balance at January 1, 2013

   $ 34,141   

Amortization of up-front payment

     (713

Amortization of Class C units

     (155
  

 

 

 

Balance at September 30, 2013

   $ 33,273   
  

 

 

 

NOTE 10—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:

 

     As of September 30,  
     2013  

Assets:

  

Current assets

   $ 47,866   

Noncurrent assets

     147,574   
  

 

 

 

Total assets

   $ 195,440   
  

 

 

 

Liabilities:

  

Current liabilities

   $ 44,234   

Noncurrent liabilities

     73,994   
  

 

 

 

Total liabilities

   $ 118,228   
  

 

 

 

 

     Three Months Ended  
     September 30, 2013      September 30, 2012  

Results of operations:

     

Revenue

   $ 52,526       $ 50,927   

Net income

   $ 3,796       $ 9,591   

 

     Nine Months Ended  
     September 30, 2013     September 30, 2012  

Results of operations:

    

Revenue

   $ 111,260      $ 105,575   

Net loss

   $ (6,702   $ (4,036

 

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A summary of activity in income from unconsolidated affiliates for the nine months ended September 30, 2013 and 2012 is as follows:

 

     September 30,  

Income from unconsolidated affiliates

   2013     2012  

Loss from unconsolidated affiliates

   $ (823   $ (244

Elimination of intercompany revenue

     1,305        1,202   
  

 

 

   

 

 

 

Income from unconsolidated affiliates

   $ 482      $ 958   
  

 

 

   

 

 

 

NOTE 11—THEATRE ACQUISITIONS

On November 15, 2012, the Company completed its acquisition of 16 entertainment complexes and 251 screens in seven U.S. states (the “Acquired Theatres”) pursuant to the terms of the Membership Interest Purchase Agreement with Rave Reviews Cinemas, L.L.C (“Rave”) and Rave Reviews Holdings, LLC (“Acquisition Sub”) dated September 28, 2012. Prior to consummation of the acquisition, Rave transferred to the Acquisition Sub the Acquired Theatres and certain related assets and certain assumed liabilities, including the leases, related to the Acquired Theatres. The Company subsequently acquired all of the ownership interests of the Acquisition Sub. In consideration for the acquisition, the Company paid $22,213 in cash including $3,213 in working capital adjustments. The Company paid $1,349 of the working capital adjustment during the nine months ended September 30, 2013. In addition, the Company assumed approximately $110,243 of financing obligations, after accounting adjustments, to reflect the acquisition date fair value of such obligations. The purchase price was paid using cash on hand.

On August 16, 2013, the Company completed its acquisition of three theatres and 52 screens from Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc. The results of operations of these theatres were not significant to the Company’s consolidated statements of operations and accordingly, the Company has not provided pro forma financial information relating to this acquisition. Acquisition costs associated with this purchase were not material.

NOTE 12—LEASE TERMINATION CHARGES

For the nine months ended September 30, 2013, the Company has recorded lease termination charges of $3,063 primarily related to the closure of an underperforming theatre prior to the end of its lease term. The remaining lease term of the theatre is approximately six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of September 30, 2013, the liability was $2,235. The current portion of the liability is included in accrued expenses and the long-term portion of the liability is included with other long-term liabilities in the accompanying consolidated balance sheets.

The Company has also recorded lease termination charges of $650 during the nine months ended September 30, 2013 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

NOTE 13—SUBSEQUENT EVENT

On October 23, 2013, the Company entered into a revenue sharing agreement with IMAX Corporation (“IMAX”®) for the installation of 10 IMAX theatre systems. Any installation and annual fees associated with this agreement are not material to the Company’s consolidated financial statements.

On November 4, 2013, the Company entered into a definitive asset purchase agreement to purchase 9 theatres and 147 screens from Muvico Entertainment, L.L.C. for $31,750 million in cash, subject to customary closing adjustments and the reclassification of certain lease-related obligations. The Company expects to complete the transaction in the fourth quarter of 2013.

NOTE 14—COMMON STOCK OFFERING

On July 25, 2013, the Company issued 4.5 million shares of its common stock, at a price to the public of $18.00 per share through a registered public offering. The Company granted the underwriters an option to purchase up to an additional 675 thousand shares of the Company’s common stock to cover over-allotments, if any, which the underwriters could exercise within 30 days of the date of the final prospectus. The underwriters purchased the additional 675 thousand shares of common stock on August 16, 2013. The offering was made pursuant to the Company’s existing shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”). The net proceeds received from the transaction were approximately $88,043. The funds received from the issuance of the shares will be used for general corporate purposes, including potential acquisitions, working capital and other capital expenditures.

 

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NOTE 15—GUARANTOR SUBSIDIARIES

The Company filed a registration statement which became effective on August 28, 2013. The registration statement registers certain securities, including debt securities which may be issued and guaranteed by certain of Carmike Cinemas, Inc.’s subsidiaries and may be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

Carmike Cinemas, Inc. may sell debt securities pursuant to the registration statement and if so, it is expected that such securities would be fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc. Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC and Carmike Motion Pictures Houston, LLC. Therefore, the Company is providing the following condensed consolidating financial statement information as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

 

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Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

 

     As of September 30, 2013  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Assets:

        

Current assets:

        

Cash and cash equivalents

   $ 139,057      $ 11,545      $ —        $ 150,602   

Restricted cash

     62        —          —          62   

Accounts receivable

     5,478        3,136        (2,760     5,854   

Inventories

     785        2,995        —          3,780   

Deferred income tax asset

     3,313        1,601        —          4,914   

Prepaid expenses and other current assets

     9,511        7,736        (5,195     12,052   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     158,206        27,013        (7,955     177,264   
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment:

        

Land

     12,080        42,625        —          54,705   

Buildings and building improvements

     48,026        285,789        —          333,815   

Leasehold improvements

     20,349        133,279        —          153,628   

Assets under capital leases

     8,675        36,295        —          44,970   

Equipment

     66,134        176,566        —          242,700   

Construction in progress

     3,936        4,430        —          8,366   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total property and equipment

     159,200        678,984        —          838,184   

Accumulated depreciation and amortization

     (82,894     (310,739     —          (393,633
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment, net of accumulated depreciation

     76,306        368,245        —          444,551   

Intercompany receivables

     92,355        —          (92,355     —     

Investments in subsidiaries

     157,148        —          (157,148     —     

Goodwill

     3,513        46,344        —          49,857   

Intangible assets, net of accumulated amortization

     —          983        —          983   

Investments in unconsolidated affiliates

     5,626        855        —          6,481   

Deferred income tax asset

     60,820        42,541        —          103,361   

Other assets

     13,232        6,154        —          19,386   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 567,206      $ 492,135      $ (257,458   $ 801,883   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and stockholders’ equity:

        

Current liabilities:

        

Accounts payable

   $ 21,331      $ 6,491      $ (2,760   $ 25,062   

Accrued expenses

     24,259        22,398        (5,195     41,462   

Current maturities of capital leases and long-term financing obligations

     792        4,454        —          5,246   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     46,382        33,343        (7,955     71,770   
  

 

 

   

 

 

   

 

 

   

 

 

 

Long-term liabilities:

        

Long-term debt

     209,601        —          —          209,601   

Capital leases and long-term financing obligations, less current maturities

     32,694        189,939        —          222,633   

Intercompany liabilities

     —          92,355        (92,355     —     

Deferred revenue

     32,116        —          —          32,116   

Other

     5,282        19,350        —          24,632   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     279,693        301,644        (92,355     488,982   
  

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

        

Preferred stock

     —          —          —          —     

Common stock

     698        1        (1     698   

Treasury stock

     (11,914     —          —          (11,914

Paid-in capital

     439,477        260,013        (260,013     439,477   

Accumulated deficit

     (187,130     (102,866     102,866        (187,130
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     241,131        157,148        (157,148     241,131   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 567,206      $ 492,135      $ (257,458   $ 801,883   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONDENSED CONSOLIDATING BALANCE SHEET

 

     As of December 31, 2012  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Assets:

        

Current assets:

        

Cash and cash equivalents

   $ 49,093      $ 19,438      $ —        $ 68,531   

Restricted cash

     293        —          —          293   

Accounts receivable

     5,058        6,124        (4,627     6,555   

Inventories

     926        3,260        —          4,186   

Deferred income tax asset

     3,203        —          (307     2,896   

Prepaid expenses and other assets

     3,426        7,510        —          10,936   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     61,999        36,332        (4,934     93,397   
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment:

        

Land

     12,080        39,796        —          51,876   

Buildings and building improvements

     45,571        290,167        —          335,738   

Leasehold improvements

     19,200        122,558        —          141,758   

Assets under capital leases

     8,675        36,295        —          44,970   

Equipment

     64,167        171,056        —          235,223   

Construction in progress

     1,352        3,833        —          5,185   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total property and equipment

     151,045        663,705        —          814,750   

Accumulated depreciation and amortization

     (77,302     (292,521     —          (369,823
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment, net of accumulated depreciation

     73,743        371,184        —          444,927   

Intercompany receivables

     92,801        —          (92,801     —     

Investments in subsidiaries

     157,522        126        (157,648     —     

Goodwill

     —          44,577        —          44,577   

Intangible assets, net of accumulated amortization

     —          1,061        —          1,061   

Investments in unconsolidated affiliates

     6,740        942        —          7,682   

Deferred income tax asset

     57,247        42,765        —          100,012   

Other assets

     14,299        6,773        —          21,072   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 464,351      $ 503,760      $ (255,383   $ 712,728   
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and stockholders’ equity:

        

Current liabilities:

        

Accounts payable

   $ 24,071      $ 12,697      $ (4,627   $ 32,141   

Accrued expenses

     14,601        25,755        (307     40,049   

Current maturities of capital leases and long-term financing obligations

     442        3,980        —          4,422   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     39,114        42,432        (4,934     76,612   
  

 

 

   

 

 

   

 

 

   

 

 

 

Long-term liabilities:

        

Long-term debt, less current maturities

     209,548        —          —          209,548   

Capital leases and long-term financing obligations, less current maturities

     27,876        192,849        —          220,725   

Intercompany liabilities

     —          92,801        (92,801     —     

Deferred revenue

     32,984        —          —          32,984   

Other

     5,395        18,030        —          23,425   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     275,803        303,680        (92,801     486,682   
  

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

        

Preferred stock

     —          —          —          —     

Common stock

     540        1        (1     540   

Treasury stock

     (11,740     —          —          (11,740

Paid-in capital

     349,666        259,837        (259,837     349,666   

Accumulated deficit

     (189,032     (102,190     102,190        (189,032
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     149,434        157,648        (157,648     149,434   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 464,351      $ 503,760      $ (255,383   $ 712,728   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

     Three Months Ended September 30, 2013  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

        

Admissions

   $ 13,286      $ 89,506      $ —        $ 102,792   

Concessions and other

     17,034        53,478        (8,291     62,221   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     30,320        142,984        (8,291     165,013   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Film exhibition costs

     7,570        48,912        —          56,482   

Concession costs

     1,159        7,169        —          8,328   

Other theatre operating costs

     10,726        63,906        (8,291     66,341   

General and administrative expenses

     6,049        572        —          6,621   

Severance agreement charges

     102        —          —          102   

Depreciation and amortization

     1,942        8,685        —          10,627   

(Gain) loss on sale of property and equipment

     (2     13        —          11   

Impairment of long-lived assets

     —          2,974        —          2,974   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     27,546        132,231        (8,291     151,486   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     2,774        10,753        —          13,527   

Interest expense

     2,073        10,280        —          12,353   

Equity in loss of subsidiaries

     141        —          (141     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax and income from unconsolidated affiliates

     560        473        141        1,174   

Income tax expense

     508        745        —          1,253   

Income from unconsolidated affiliates

     1,025        120        —          1,145   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     1,077        (152     141        1,066   

(Loss) income from discontinued operations

     (68     11        —          (57
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 1,009      $ (141   $ 141      $ 1,009   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

     Three Months Ended September 30, 2012  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

        

Admissions

   $ 12,834      $ 67,055      $ —        $ 79,889   

Concessions and other

     13,986        38,960        (6,163     46,783   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     26,820        106,015        (6,163     126,672   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Film exhibition costs

     7,101        36,757        —          43,858   

Concession costs

     969        4,772        —          5,741   

Other theatre operating costs

     10,271        48,796        (6,163     52,904   

General and administrative expenses

     5,094        556        —          5,650   

Severance agreement charges

     95        —          —          95   

Depreciation and amortization

     1,923        6,545        —          8,468   

Loss (gain) on sale of property and equipment

     719        (19     —          700   

Impairment of long-lived assets

     579        1,256        —          1,835   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     26,751        98,663        (6,163     119,251   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     69        7,352        —          7,421   

Interest expense

     2,117        6,488        —          8,605   

Equity in earnings of subsidiaries

     (285     —          285        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income tax and income from unconsolidated affiliates

     (1,763     864        (285     (1,184

Income tax (benefit) expense

     (152     618        —          466   

Income from unconsolidated affiliates

     1,870        80        —          1,950   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     259        326        (285     300   

Loss from discontinued operations

     (26     (41     —          (67
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 233      $ 285      $ (285   $ 233   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

     Nine Months Ended September 30, 2013  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues:

        

Admissions

   $ 39,051      $ 252,876      $ —        $ 291,927   

Concessions and other

     48,404        148,192        (23,313     173,283   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     87,455        401,068        (23,313     465,210   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Film exhibition costs

     21,667        139,102        —          160,769   

Concession costs

     3,175        18,834        —          22,009   

Other theatre operating costs

     29,846        179,250        (23,313     185,783   

General and administrative expenses

     16,904        1,764        —          18,668   

Lease termination charges

     —          3,063        —          3,063   

Severance agreement charges

     102        —          —          102   

Depreciation and amortization

     5,687        25,418        —          31,105   

Loss on sale of property and equipment

     3        67        —          70   

Impairment of long-lived assets

     23        3,362        —          3,385   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     77,407        370,860        (23,313     424,954   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     10,048        30,208        —          40,256   

Interest expense

     6,145        30,853        —          36,998   

Equity in loss of subsidiaries

     550        —          (550     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax and income from unconsolidated affiliates

     3,353        (645     550        3,258   

Income tax expense

     1,517        216        —          1,733   

Income from unconsolidated affiliates

     191        291        —          482   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     2,027      $ (570   $ 550      $ 2,007   

(Loss) income from discontinued operations

     (125     20        —          (105
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 1,902      $ (550   $ 550      $ 1,902   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

     Nine Months Ended September 30, 2012  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
     Eliminations     Consolidated  

Revenues:

         

Admissions

   $ 40,513      $ 208,263       $ —        $ 248,776   

Concessions and other

     43,588        118,503         (19,083     143,008   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total operating revenues

     84,101        326,766         (19,083     391,784   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating costs and expenses:

         

Film exhibition costs

     22,150        113,075         —          135,225   

Concession costs

     2,955        13,812         —          16,767   

Other theatre operating costs

     31,345        144,775         (19,083     157,037   

General and administrative expenses

     14,225        1,714         —          15,939   

Severance agreement charges

     473        —           —          473   

Depreciation and amortization

     5,340        18,626         —          23,966   

Loss on sale of property and equipment

     739        209         —          948   

Impairment of long-lived assets

     579        2,779         —          3,358   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total operating costs and expenses

     77,806        294,990         (19,083     353,713   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income

     6,295        31,776         —          38,071   

Interest expense

     6,998        18,480         —          25,478   

Loss on extinguishment of debt

     4,961        —           —          4,961   

Equity in earnings of subsidiaries

     (7,569     —           7,569        —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income tax and income from unconsolidated affiliates

     1,905        13,296         (7,569     7,632   

Income tax (benefit) expense

     (2,209     6,022         —          3,813   

Income from unconsolidated affiliates

     698        260         —          958   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income from continuing operations

     4,812        7,534         (7,569     4,777   

(Loss) income from discontinued operations

     (149     35         —          (114
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 4,663      $ 7,569       $ (7,569   $ 4,663   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

     For the Nine Months Ended September 30, 2013  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations      Consolidated  

Net cash provided by operating activities

     10,121        23,228        —           33,349   

Cash flows from investing activities:

         

Purchases of property and equipment

     (4,449     (20,299     —           (24,748

Theatre acquisitions

     (3,828     (8,490     —           (12,318

Proceeds from sale of property and equipment

     6        734        —           740   

Other investing activities

     231        —          —           231   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net cash used in investing activities

     (8,040     (28,055        (36,095

Cash flows from financing activities:

         

Repayments of capital leases and long-term financing obligations

     (344     (2,708     —           (3,052

Issuance of common stock

     88,043        —          —           88,043   

Purchase of treasury stock

     (174     —          —           (174

Intercompany receivable/payable

     358        (358     —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     87,883        (3,066     —           84,817   
  

 

 

   

 

 

   

 

 

    

 

 

 

Increase in cash and cash equivalents

     89,964        (7,893     —           82,071   

Cash and cash equivalents at beginning of period

     49,093        19,438        —           68,531   
  

 

 

   

 

 

   

 

 

    

 

 

 

Cash and cash equivalents at end of period

     139,057        11,545        —           150,602   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

     For the Nine Months Ended September 30, 2012  
     Carmike
Cinemas, Inc.
    Guarantor
Subsidiaries
    Eliminations      Consolidated  

Net cash provided by operating activities

     1,288        34,927        —           36,215   

Cash flows from investing activities:

         

Purchases of property and equipment

     (13,768     (12,155     —           (25,923

Theatre acquisition

     —          (702     —           (702

Investment in unconsolidated affiliates

     —          (54     —           (54

Proceeds from sale of property and equipment

     2,059        798        —           2,857   

Other investing activities

     273        —          —           273   
  

 

 

   

 

 

   

 

 

    

 

 

 

Net cash used in investing activities

     (11,436     (12,113        (23,549

Cash flows from financing activities:

         

Short-term borrowings

     5,000        —          —           5,000   

Repayments of short term borrowings

     (5,000     —          —           (5,000

Issuance of long-term debt

     209,500        —          —           209,500   

Repayments of long-term debt

     (200,229     —          —           (200,229

Debt issuance costs

     (8,621     —          —           (8,621

Repayments of capital leases and long-term financing obligations

     (252     (1,145     —           (1,397

Issuance of common stock

     56,565        —          —           56,565   

Purchase of treasury stock

     (57     —          —           (57

Intercompany receivable/payable

     20,725        (20,725     —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     77,631        (21,870     —           55,761   
  

 

 

   

 

 

   

 

 

    

 

 

 

Increase in cash and cash equivalents

     67,483        944        —           68,427   

Cash and cash equivalents at beginning of period

     3,623        9,993        —           13,616   
  

 

 

   

 

 

   

 

 

    

 

 

 

Cash and cash equivalents at end of period

     71,106        10,937        —           82,043   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company

We are one of the largest motion picture exhibitors in the United States and as of September 30, 2013 we owned, operated or had an interest in 247 theatres with 2,521 screens located in 36 states. We target small to mid-size non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.

As of September 30, 2013, we had 234 theatres with 2,418 screens on a digital-based platform, including 229 theatres with 954 screens equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.

We generate revenue primarily from box office receipts and concession sales along with additional revenues from screen advertising sales, our two Hollywood Connection fun centers, video games located in some of our theatres, and theatre rentals. Our revenue depends to a substantial degree on the availability of suitable motion pictures for screening in our theatres and the appeal of such motion pictures to patrons in our specific theatre markets. A disruption in the production of motion pictures, a lack of motion pictures, or the failure of motion pictures to attract the patrons in our theatre markets will likely adversely affect our business and results of operations.

Our revenue also varies significantly depending upon the timing of the film releases by distributors. While motion picture distributors now release major motion pictures more evenly throughout the year, the most marketable films are usually released during the summer months and the year-end holiday season, and we usually earn more during those periods than in other periods during the year. As a result, the timing of such releases affects our results of operations, which may vary significantly from quarter to quarter and year to year.

We generate the majority of our box office revenue from a particular film within the first 30 days of its release date to theatre exhibitors. Historically, films have not been released in other formats, such as DVD or video-on-demand, until approximately 120 days after the film’s initial release. However, over the past several years, the release window for films in other formats has shortened. It is possible that these release windows will continue to shorten, which could impact our ability to attract patrons to our theatres.

Film rental costs are variable in nature and fluctuate with the prospects of a film and the box office revenues of a film. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis and are typically higher for blockbuster films. Advertising costs, which are expensed as incurred, primarily represent advertisements and movie listings placed in newspapers. The cost of these advertisements is based on, among other things, the size of the advertisement and the circulation of the newspaper.

Concessions costs fluctuate with our concession revenues. We purchase substantially all of our non-beverage concession supplies from one supplier and substantially all of our beverage supplies from one supplier.

Other theatre costs consist primarily of theatre labor and occupancy costs. Theatre labor includes a fixed cost component that represents the minimum staffing needed to operate a theatre and a variable component that fluctuates in relation to revenues as theatre staffing is adjusted to address changes in attendance. Facility lease expense is primarily a fixed cost as most of our leases require a fixed monthly rent payment. Certain of our leases are subject to percentage rent clauses that require payments of amounts based on the level of revenue achieved at the theatre-level. Other occupancy costs are substantially fixed.

The ultimate performance of our film product any time during the calendar year will have a dramatic impact on our operating results and cash needs. In addition, the seasonal nature of the exhibition industry and positioning of film product makes our need for cash vary significantly from quarter to quarter. Generally, our liquidity needs are funded by operating cash flow, available funds under our credit agreement and short term float. Our ability to generate this cash will depend largely on future operations.

We continue to focus on operating performance improvements. This includes managing our operating costs, implementing pricing initiatives and closing underperforming theatres. We also intend to allocate our available capital primarily to developing new build-to-suit theatres, making strategic acquisitions, installing Big D auditoriums and improving the condition of our theatres.

 

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We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. On November 15, 2012, we completed our acquisition of 16 entertainment complexes and 251 screens in seven U.S. states from Rave Reviews Cinemas, L.L.C (“Rave”) for approximately $22.2 million, inclusive of a net working capital adjustment. We also assumed financing obligations in the amount of approximately $110.2 million, after accounting adjustments, to reflect the acquisition date fair value of such obligations.

On August 16, 2013, we completed our acquisition of 3 theatres and 52 screens from Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc.

On November 4, 2013, we entered into a definitive asset purchase agreement to purchase 9 theatres and 147 screens from Muvico Entertainment, L.L.C. for $31.8 million in cash, subject to customary closing adjustments and the reclassification of certain lease-related obligations. The pending acquisition of the Muvico assets supports our growth strategy. We expect to complete the transaction in the fourth quarter of 2013 and to fund the purchase price with cash on hand.

In addition, we continue to pursue opportunities for organic growth through new theatre development. We opened three new build-to-suit theatres during the first nine months of 2013 and plan to open up to two additional theatres in 2013.

For a summary of risks and uncertainties relevant to our business, please see “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Results of Operations

Comparison of Three and Nine Months Ended September 30, 2013 and September 30, 2012

Revenues. We collect substantially all of our revenues from the sale of admission tickets and concessions. The table below provides a comparative summary of the operating data for this revenue generation.

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2013      2012      2013      2012  

Average theatres

     246         233         246         235   

Average screens

     2,504         2,244         2,484         2,256   

Average attendance per screen (1)

     6,084         5,504         16,771         16,449   

Average admission per patron (1)

   $ 6.75       $ 6.47         6.99       $ 6.70   

Average concessions and other sales per patron (1)

   $ 4.09       $ 3.79         4.15       $ 3.85   

Total attendance (in thousands) (1)

     15,231         12,353         41,793         37,117   

Total operating revenues (in thousands)

   $ 165,013       $ 126,672         465,210       $ 391,784   

 

(1) Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations.

Total operating revenues increased approximately 30.3% to $165.0 million for the three months ended September 30, 2013 compared to $126.7 million for the three months ended September 30, 2012, due to an increase in total attendance from 12.4 million in the third quarter of 2012 to 15.2 million for the third quarter of 2013, an increase in average admissions per patron from $6.47 in the third quarter of 2012 to $6.75 for the third quarter of 2013 and an increase in average concessions and other sales per patron from $3.79 in the third quarter of 2012 to $4.09 in the third quarter of 2013. Excluding the acquired Rave theatres, total operating revenues increased 12.4% to $142.4 million. The increase in total revenues, excluding the acquired Rave theatres, was due to an increase in total attendance from 12.4 million to 13.3 million, an increase in average admissions per patron from $6.52 to $6.64 and an increase in average concessions and other sales per patron from $3.81 to $4.07. Attendance and attendance per screen were up period over period due principally to a more favorable movie slate during the third quarter of 2013 and the acquired Rave theatres. Average concessions and other sales per patron increased, primarily due to concession promotions and increased prices.

Total operating revenues increased approximately 18.7% to $465.2 million for the nine months ended September 30, 2013 from $391.8 million for the nine months ended September 30, 2012 due to an increase in total attendance from 37.1 million for the 2012 period to 41.8 million for the 2013 period, an increase in average admissions per patron from $6.70 for the 2012 period to $6.99 in the 2013 period and an increase in average concessions and other sales per patron from $3.85 in the 2012 period to $4.15 in the 2013 period. Excluding the acquired Rave theatres, total operating revenues increased 2.0% to $399.6 million for the nine months ended September 30, 2013 from $391.8 million for the nine months ended September 30, 2012. The increase in total operating revenues, excluding the acquired Rave theatres, was due to an increase in average admissions per patron from $6.76 in the first nine months of 2012 to $6.89 for the first nine months of 2013 and an increase in average concessions and other sales per patron from $3.88 in the first nine months of 2012 to $4.15 in the first nine months of 2013, partially offset by a decrease in total attendance from 37.1 million for the first nine months of 2012 to 36.3 million for the first nine months of 2013.

 

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Admissions revenue increased approximately 28.7% to $102.8 million for the three months ended September 30, 2013 from $79.9 million for the same period in 2012, due to an increase in total attendance from 12.4 million in the third quarter of 2012 to 15.2 million for the third quarter of 2013 and an increase in average admissions per patron from $6.47 in the third quarter of 2012 to $6.75 for the third quarter of 2013. Excluding admissions revenue of $14.5 million from the acquired Rave theatres, admissions revenue increased 10.6% to $88.3 million in 2013 from $79.9 million in 2012.

Admissions revenue increased approximately 17.3% to $291.9 million for the nine months ended September 30, 2013 from $248.8 million for the same period in 2012, due to an increase in total attendance from 37.1 million for the nine months ended September 30, 2012 to 41.8 million for the nine months ended September 30, 2013 and an increase in average admissions per patron from $6.70 for the 2012 period to $6.99 for the 2013 period. Excluding admissions revenue of $42.5 million from the acquired Rave theatres, admissions revenue increased 0.2% to $249.4 million in 2013 from $248.8 million in 2012.

Concessions and other revenue increased approximately 33.0% to $62.2 million for the three months ended September 30, 2013 compared to $46.8 million for the same period in 2012 due to an increase in total attendance from 12.4 million for the three months ended September 30, 2012 to 15.2 million for the three months ended September 30, 2013 and an increase in average concessions and other sales per patron from $3.79 in the third quarter of 2012 to $4.09 for the third quarter of 2013. Excluding concessions and other revenues from the acquired Rave theatres, concessions and other revenues increased 15.6% to $54.1 million in 2013 from $46.8 million in 2012.

Concessions and other revenue increased approximately 21.2% to $173.3 million for the nine months ended September 30, 2013 compared to $143.0 million for the same period in 2012 due to an increase in total attendance from 37.1 million for the nine months ended September 30, 2012 to 41.8 million for the nine months ended September 30, 2013 and an increase in average concessions and other sales per patron from $3.85 in the third quarter of 2012 to $4.15 for the third quarter of 2013. Excluding concessions and other revenues from the acquired Rave theatres, concessions and other revenues increased 5.1% to $150.2 million in 2013 from $143.0 million in 2012.

We operated 247 theatres with 2,521 screens at September 30, 2013 compared to 232 theatres with 2,242 screens at September 30, 2012.

Operating costs and expenses. The table below summarizes operating expense data for the periods presented.

 

     Three Months Ended
September 30,
     % Change      Nine Months Ended
September 30,
     % Change  
($’s in thousands)    2013      2012         2013      2012     

Film exhibition costs

   $ 56,482       $ 43,858         29       $ 160,769       $ 135,225         19   

Concession costs

   $ 8,328       $ 5,741         45       $ 22,009       $ 16,767         31   

Other theatre operating costs

   $ 66,341       $ 52,904         25       $ 185,783       $ 157,037         18   

Lease termination charges

   $ —         $ —           —         $ 3,063       $ —           N/M   

General and administrative expenses

   $ 6,621       $ 5,650         17       $ 18,668       $ 15,939         17   

Severance agreement charges

   $ 102       $ 95         7       $ 102       $ 473         (78

Depreciation and amortization

   $ 10,627       $ 8,468         25       $ 31,105       $ 23,966         30   

(Gain) loss on sale of property and equipment

   $ 11       $ 700         N/M       $ 70       $ 948         N/M   

Impairment of long-lived assets

   $ 2,974       $ 1,835         62       $ 3,385       $ 3,358         1   

Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended September 30, 2013 increased to $56.5 million as compared to $43.9 million for three months ended September 30, 2012 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 54.9% for the three months ended September 30, 2013 and 2012. Excluding the acquired Rave theatres, film exhibition costs for the three months ended September 30, 2013 increased to $48.5 million as compared to $43.9 million for the three months ended September 30, 2012 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, excluding the acquired Rave theatres, film exhibition costs were 54.8% for the three months ended September 30, 2013 as compared to 54.9% for the three months ended September 30, 2012.

Film exhibition costs for the nine months ended September 30, 2013 increased to $160.8 million as compared to $135.2 million for the nine months ended September 30, 2012. As a percentage of admissions revenue, film exhibition costs for the nine months ended September 30, 2013 were 55.1% as compared to 54.4% for the nine months ended September 30, 2012. The increase in film exhibition costs as a percentage of admissions revenues for the nine months ended September 30, 2013 is due primarily to

 

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higher film rent on top tier films compared to the same period in 2012 and an increase in advertising costs associated with the opening of new build-to-suit theatres during the first nine months of 2013. Excluding the acquired Rave theatres, film exhibition costs for the nine months ended September 30, 2013 increased to $137.2 million as compared to $135.2 million for the nine months ended September 30, 2012. As a percentage of admissions revenue, excluding the acquired Rave theatres, film exhibition costs were 54.9% for the nine months ended September 30, 2013 as compared to 54.4% for the nine months ended September 30, 2012.

Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended September 30, 2013 increased to $8.3 million compared to $5.7 million for the three months ended September 30, 2012 due to increased concessions sales resulting from increased attendance during the three months ended September 30, 2013. As a percentage of concessions and other revenues, concession costs for the three months ended September 30, 2013 were 13.4% as compared to 12.3% for the three months ended September 30, 2012. The increase in concession costs as a percentage of concessions and other revenues was due primarily to an increase in the cost of concession supplies as well as discounts and other promotional activities. Excluding the acquired Rave theatres, concession costs for the three months ended September 30, 2013 increased to $7.2 million as compared to $5.7 million for the three months ended September 30, 2012. Excluding the acquired Rave theatres, as a percentage of concessions and other revenues, concessions costs were 13.2% for the three months ended September 30, 2013 as compared to 12.3% for the three months ended September 30, 2012.

Concession costs increased to approximately $22.0 million for the nine months ended September 30, 2013, compared to $16.8 million for the nine months ended September 30, 2012 due to increased concessions sales resulting from increased attendance during the nine months ended September 30, 2013. As a percentage of concessions and other revenues, concession costs were 12.7% and 11.7% for the nine months ended September 30, 2013 and 2012, respectively. The increase in concession costs as a percentage of concessions and other revenues was due primarily to an increase in the cost of concession supplies as well as discounts and other promotional activities. Excluding the acquired Rave theatres, concession costs for the nine months ended September 30, 2013 increased to $19.1 million as compared to $16.8 million for the nine months ended September 30, 2012. Excluding the acquired Rave theatres, as a percentage of concessions and other revenues, concessions costs were 12.7% for the nine months ended September 30, 2013 as compared to 11.7% for the nine months ended September 30, 2012.

Other theatre operating costs. Other theatre operating costs for the three months ended September 30, 2013 increased to $66.3 million as compared to $52.9 million for the three months ended September 30, 2012. Excluding the acquired Rave theatres, other theatre operating costs for the three months ended September 30, 2013 increased to $58.1 million as compared to $52.9 million for the three months ended September 30, 2012. The increase in our other theatre operating costs was primarily due to increases in other theatre costs of $8.2 million related to theatres acquired in 2012, increases in salaries and wages expense of $1.8 million and increases in theatre occupancy costs of $1.3 million. Other theatre operating costs for the nine months ended September 30, 2013 increased to $185.8 million as compared to $157.0 million for the nine months ended September 30, 2012. The increase in our other theatre operating costs for the nine months ended September 30, 2013 was primarily due to increases in other theatre costs of $23.6 million related to theatres acquired in 2012, increases in salaries and wages expense of $1.7 million and increases in theatre occupancy costs of $1.1 million.

General and administrative expenses. General and administrative expenses increased to $6.6 million for the three months ended September 30, 2013 compared to $5.7 million for the three months ended September 30, 2012. The increase in general and administrative expenses during the three months ended September 30, 2013 was primarily the result of increases in professional fees of $0.9 million related primarily to acquisition activities. General and administrative expenses for the nine months ended September 30, 2013 increased to $18.7 million as compared to $15.9 million for the nine months ended September 30, 2012. The increase in general and administrative expenses during the nine months ended September 30, 2013 was primarily the result increases in professional fees of $2.0 million related primarily to acquisition activities.

Lease termination charges. During the nine months ended September 30, 2013, we recorded lease termination charges of $3.1 million. The charges were primarily associated with the closing of an underperforming theatre prior to the end of its lease term. We did not record any lease termination charges for the three and nine months ended September 30, 2012. We also recorded lease termination charges of $0.7 million during the nine months ended September 30, 2013 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

Depreciation and amortization. Depreciation and amortization expenses increased to $10.6 million for the three months ended September 30, 2013 as compared to $8.5 million for the three months ended September 30, 2012. Depreciation and amortization expenses increased to $31.1 million for the nine months ended September 30, 2013 as compared to $24.0 million for the nine months ended September 30, 2012. The increase in depreciation and amortization expenses for the three and nine months ended September 30, 2013 was primarily due to depreciation and amortization expenses associated with theatres acquired during 2012.

Net loss on sales of property and equipment. We recognized a loss on the sale of property and equipment of $11 thousand and $0.7 million for the three months ended September 30, 2013 and 2012, respectively. We recognized a loss on the sale of property and equipment of $70 thousand and $0.9 million for the nine months ended September 30, 2013 and 2012, respectively.

 

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Impairment of long-lived assets. Impairment of long-lived assets was $3.0 million and $1.8 million for the three months ended September 30, 2013 and 2012, respectively. Impairment of long-lived assets for the nine months ended September 30, 2013 and 2012 were $3.4 million. The impairment charges for the three and nine months ended September 30, 2013 primarily resulted from the impact of competition in a market where the Company operates one theatre and the continued deterioration of previously impaired theatres. The impairment charges for the three and nine months ended September 30, 2012 were primarily the result of the Company’s plan to replace two owned theatres prior to the end of their useful lives and the continued deterioration of previously impaired theatres.

Operating income. Operating income for the three months ended September 30, 2013 increased to $13.5 million from $7.4 million for the three months ended September 30, 2012. As a percentage of total operating revenues, operating income for the three months ended September 30, 2013 was 8.2% as compared to 5.9% for the three months ended September 30, 2012. This fluctuation is primarily a result of an increase in total attendance for the three months ended September 30, 2013, partially offset by an increase in fixed operating costs associated with theatres acquired during 2013 and the factors described above. Operating income for the nine months ended September 30, 2013 increased 5.7% to $40.3 million as compared to $38.1 million for the nine months ended September 30, 2012. As a percentage of total operating revenues, operating income for the nine months ended September 30, 2013 was 8.7% as compared to 9.7% for the nine months ended September 30, 2012. These fluctuations are primarily a result of the factors described above.

Interest expense, net. Interest expense, net for the three months ended September 30, 2013 and 2012 was $12.4 million and $8.6 million, respectively. Interest expense, net for the nine months ended September 30, 2013 increased to $37.0 million from $25.5 million for the nine months ended September 30, 2012. Interest expense increased for the three months ended September 30, 2013 primarily due to interest expense associated with financing obligations assumed from theatres acquired during 2012. Interest expense increased for the nine months ended September 30, 2013 primarily due to an increase in the weighted average interest rate of our senior secured notes compared to our prior term loan and interest expense associated with financing obligations assumed from theatres acquired during 2012.

Income tax. During the three months ended September 30, 2013 and 2012, we recorded income tax expense of $1.3 million and $0.5 million, respectively, and during the nine months ended September 30, 2013 and 2012, we recorded income tax expense of $1.7 million and $3.8 million, respectively, primarily as a result of our income from continuing operations. At September 30, 2013 and December 31, 2012, our consolidated deferred tax assets were $108.3 million and $102.9 million, respectively. As of each reporting date, we assess whether it is more likely than not that our 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 our income tax expense in the period that such conclusion is made.

The effective tax rate from continuing operations for the three and nine months ended September 30, 2013 was 54.0% and 46.3%, respectively. Our tax rate for the three months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions and the effect on our deferred tax asset due to a change in state tax rates. Our tax rate for the nine months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions, partially offset by federal employment credits.

Loss from discontinued operations, net of tax benefit. Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. During the three months ended September 30, 2013 and 2012, we closed one theatre in each period and for the nine months ended September 30, 2013 and 2012 we closed eight theatres in each period. With respect to the closures during the three months ended September 30, 2013 and 2012, we classified one theatre as discontinued operations, and for the nine months ended September 30, 2013 and 2012, we classified two and five theatres, respectively, as discontinued operations. We reported the results of these operations, including gains or losses on disposal, as discontinued operations. The operations and cash flow of these theatres have been eliminated from our operations, and we will not have any continuing involvement in their operations.

Liquidity and Capital Resources

General

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a substantial working capital deficit because our operating revenues are primarily received on a cash basis. Rather

 

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than maintain significant cash balances that would result from this pattern of operating cash flows, we utilize operating cash flows in excess of those required to fund capital projects, including new build-to-suit theatres and acquisitions. We had a working capital surplus of $106.5 million as of September 30, 2013 compared to a working capital surplus of $16.8 million at December 31, 2012. The working capital surplus in 2013 and 2012 resulted from proceeds of $88.0 million and $56.3 million received from our common stock offerings in July 2013 and April 2012, respectively.

At September 30, 2013, we had available borrowing capacity of $25 million under our revolving Credit Facility (as defined below) and approximately $150.6 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving Credit Facility and approximately $68.5 million in cash and cash equivalents at December 31, 2012. The material terms of our revolving credit facility (including limitations on our ability to freely use all the available borrowing capacity) are described below in “Credit Agreement and Covenant Compliance.”

On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2019 (the “Senior Secured Notes”). A portion of the proceeds of the Senior Secured Notes were used to repay in full our current senior secured term loan which had an outstanding balance of $199.7 million as of March 31, 2012. Following this repayment, we retained net cash proceeds of $2.6 million from the transaction after the payment of offering and other transaction expenses which we intend to use for general corporate purposes. On April 27, 2012, we also entered into a new $25.0 million senior secured revolving credit facility (the “Credit Facility”), which was undrawn at closing, and terminated our existing credit facility. The material terms of the Senior Secured Notes and the Credit Facility are described below in “Credit Agreement and Covenant Compliance.”

On July 25, 2013, we issued 4.5 million shares of our common stock, at a price to the public of $18.00 per share through a registered public offering. We granted the underwriters an option to purchase up to an additional 675 thousand shares, which option was exercised in full on August 16, 2013. The net proceeds received from the transaction were approximately $88.0 million. The funds received from the issuance of the shares will be used for general corporate purposes, including potential acquisitions, working capital and other capital expenditures.

Net cash provided by operating activities was $33.3 million for the nine months ended September 30, 2013 compared to net cash provided by operating activities of $36.2 million for the nine months ended September 30, 2012. Cash provided by operating activities was lower for the nine months ended September 30, 2013 due primarily to a an increase in interest paid of $14.6 million partially offset by increased operating revenues resulting from increased attendance, admissions revenue per patron and concession and other revenues per patron. The increase in cash interest paid is primarily due to an increase in the weighted average interest rate of our senior secured notes compared to our prior term loan and interest associated with financing obligations assumed from theatres acquired during 2012. Net cash used in investing activities was $36.1 million for the nine months ended September 30, 2013 compared to $23.5 million for the nine months ended September 30, 2012. The increase in our net cash used in investing activities is primarily due to theatre acquisitions during the nine months ended September 30, 2013. Capital expenditures were $24.7 million and $25.9 million for the nine months ended September 30, 2013 and 2012, respectively. Capital expenditures for the 2013 period related primarily to recently constructed new build-to-suit theatres. Capital expenditures for the 2012 period were primarily due to the construction of two new build-to-suit theatres opened during the first quarter of 2012 and Big D renovations (as described below). Net cash provided by financing activities was $84.8 million for the nine months ended September 30, 2013 compared to net cash provided by financing activities of $55.8 million for the nine months ended September 30, 2012. The net cash provided by financing activities for the nine months ended September 30, 2013 was primarily due to the proceeds of $88.0 million received from our common stock offering in July 2013. The net cash provided by financing activities for the nine months ended September 30, 2012 was primarily due to the proceeds of $56.3 million received from our common stock offering in April 2012.

Our liquidity needs are funded by operating cash flow, availability under our Credit Facility and available cash. The exhibition industry is seasonal with the studios normally releasing their premiere film product during the holiday season and summer months. This seasonal positioning of film product makes our needs for cash vary significantly from quarter to quarter. Additionally, the ultimate performance of the films any time during the calendar year will have a dramatic impact on our cash flow.

We from time to time close older theatres or do not renew the leases, and the expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations. In the first nine months of 2013, we closed eight of our underperforming theatres and estimate closing up to a total of twelve theatres for the full year 2013.

We plan to incur between $30 and $35 million in capital expenditures for calendar year 2013. We opened three new build-to-suit theatres during the first nine months of 2013 and plan to open up to two additional theatres in 2013. In 2010, we began installing our own large digital format screen in select theatres. The Big D-Large Format Digital Experience (“Big D”) includes a larger screen, enhanced sound and premium seating accommodations. As of September 30, 2013, we have 19 Big D auditoriums, including one auditorium in each of our new build-to-suit theatres opened during the first nine months of 2013. We intend to roll out additional Big D auditoriums during the remainder of 2013, including one Big D auditorium in each new build-to-suit theatre. We also have eight IMAX auditoriums that were acquired from acquisitions completed in 2012 and 2013. We believe that the addition of Big D and IMAX auditoriums will have a positive impact on our operating results.

 

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7.375% Senior Secured Notes

On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the “Senior Secured Notes”). Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year, beginning on November 15, 2012. The Senior Secured Notes are fully and unconditionally guaranteed by each of our existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries. Debt issuance costs and other transaction fees of $8.6 million are included in prepaid expenses and other current assets and other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of our and our guarantors’ current and future property and assets (including the capital stock of our current subsidiaries), other than certain excluded assets.

At any time prior to May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, we may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”).

At any time on or after May 15, 2015, we may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.

Following a change of control, as defined in the Indenture, we will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The Indenture includes covenants that limit the ability of us and our restricted subsidiaries to, among other things: incur additional indebtedness or guarantee obligations; issue certain preferred stock or redeemable stock; subject to certain exceptions, pay dividends beyond certain calculated thresholds, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments; sell, transfer or otherwise convey certain assets; create or incur liens or other encumbrances; prepay, redeem or repurchase subordinated debt prior to stated maturities; designate our subsidiaries as unrestricted subsidiaries; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into a new or different line of business; and enter into certain transactions with our affiliates. The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.

The Indenture provides for customary events of default. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, such amounts with respect to the Senior Secured Notes will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Senior Secured Notes.

Revolving Credit Facility

On April 27, 2012, we entered into a revolving credit facility (the “Credit Facility”) by and among us, as borrower, the banks and other financial institutions or entities from time to time parties to the credit agreement governing the Credit Facility (the “Credit Agreement”), as lenders, and Macquarie US Trading LLC as administrative agent. Macquarie US Trading, LLC and Raymond James Bank, N.A. are lenders under the Credit Agreement as initially in effect.

The Credit Agreement provides a $25.0 million senior secured revolving credit facility having a four year term, and includes a sub-facility for the issuance of letters of credit totaling up to $10.0 million. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect wholly owned domestic subsidiaries, and the obligations of us and our guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of our and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among us, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Agreement contains provisions to accommodate the incurrence of up to $150.0 million in future incremental borrowings. While the Credit Agreement does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Agreement describes how such debt (if provided by our existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred.

 

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The interest rate for borrowings under the Credit Facility is LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (as defined in the Credit Facility) (subject to a 2.00% floor) plus a margin of 3.50%, as we may elect. In addition, we will be required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit Facility is April 27, 2016.

The Credit Facility contains covenants which, among other things, limit our ability, and that of our subsidiaries, to:

 

    pay dividends 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.

These limitations are similar to the corresponding limitations applicable under the terms of the Indenture, except that the Credit Facility contains further limitations on our ability to incur additional indebtedness and liens. In addition, to the extent we incur certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. In addition, if we draw on the Credit Facility, we will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 2.75 to 1.00. The Credit Agreement also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

Our failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:

 

    our failure to pay principal on the loans when due and payable, or our failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);

 

    the occurrence of a change of control (as defined in the Credit Agreement);

 

    a breach or default by us or our subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10 million;

 

    breach of representations or warranties in any material respect;

 

    failure to perform other obligations under the Credit Agreement and the security documents for the Credit Facility (subject to applicable cure periods); or

 

    certain bankruptcy or insolvency events.

In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.

As of September 30, 2013, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.

 

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Forward-Looking Information

Certain items in this report are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “plan,” “estimate,” “expect,” “project,” “anticipate,” “intend,” “believe” and other words and terms of similar meaning in connection with discussion of future operating or financial performance. These statements include, among others, statements regarding our future operating results, our strategies, sources of liquidity, debt covenant compliance, the availability of film product, our capital expenditures, and the opening and closing of theatres. These statements are based on the current expectations, estimates or projections of management and do not guarantee future performance. The forward-looking statements also involve risks and uncertainties, which could cause actual outcomes and results to differ materially from what is expressed or forecasted in these statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including:

 

    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, 2012 under the caption “Risk Factors”.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and our other SEC reports, accessible on the SEC’s website at www.sec.gov and our website at www.carmike.com.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2012.

 

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of September 30, 2013, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

For information relating to the Company’s legal proceedings, see Note 7—Commitments and Contingencies, under Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. See also “Forward-Looking Statements,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

None.

 

ITEM 5. OTHER INFORMATION

None.

 

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ITEM 6. EXHIBITS

Listing of exhibits

 

Exhibit
Number

  

Description

    2.1    Membership Interest Purchase Agreement, dated as of September 28, 2012, by and among Carmike Cinemas, Inc., Rave Reviews Cinemas, L.L.C. and Rave Reviews Holdings, LLC (filed as Exhibit 2.1 to Carmike’s Current Report on Form 8-K filed on October 1, 2012 and incorporated herein by reference). (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Carmike agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.)
    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).
  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.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CARMIKE CINEMAS, INC.
Date: November 5, 2013     By:  

/s/ S. David Passman III

      S. David Passman III
     

President, Chief Executive Officer and

Director

      (Principal Executive Officer)
Date: November 5, 2013     By:  

/s/ Richard B. Hare

      Richard B. Hare
      Senior Vice President—Finance, Treasurer and
      Chief Financial Officer
      (Principal Financial and Accounting Officer)

 

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