<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended JUNE 30, 1996
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 0-14993
-------
CARMIKE CINEMAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1469127
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $.03 par value --
9,758,601 shares outstanding as of August 12, 1996
Class B Common Stock, $.03 par value --
l,420,700 shares outstanding as of August 12, 1996
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ------------
(Unaudited)
(000's omitted)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,025 $ 11,345
Short-term investments 7,817 7,502
Recoverable construction allowances
under capital leases 1,462 4,300
Accounts and notes receivable 6,895 7,911
Inventories 2,662 2,936
Prepaid expenses 5,736 5,632
-------- --------
TOTAL CURRENT ASSETS 30,597 39,626
OTHER ASSETS 8,972 7,304
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation and amortization - Notes B and D 357,400 371,851
EXCESS OF COST OVER FAIR
VALUE OF TANGIBLE ASSETS
ACQUIRED -- Notes B and D 62,983 59,231
-------- --------
$459,952 $478,012
======== ========
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- -----------
(Unaudited)
(000's omitted)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 24,394 $ 24,873
Accrued expenses 16,792 19,102
Current maturities of long-term debt
and capital lease obligations 14,973 12,205
-------- --------
TOTAL CURRENT LIABILITIES 56,159 56,180
LONG-TERM DEBT - less current maturities 113,604 79,214
SENIOR NOTES 93,831 107,792
CAPITAL LEASE OBLIGATIONS -
less current maturities 27,568 27,996
CONVERTIBLE SUBORDINATED DEBT 3,436 3,303
DEFERRED INCOME TAXES 1,163 18,433
SHAREHOLDERS' EQUITY
Class A Common Stock, $.03 par value, authorized
22,500,000 shares, issued and outstanding
9,758,601 shares 292 292
Class B Common Stock, $.03 par value, authorized
5,000,000 shares, issued and outstanding
1,420,700 shares 43 43
Paid-in capital 99,927 99,814
Retained earnings 63,929 84,945
-------- --------
164,191 185,094
-------- --------
$459,952 $478,012
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
-------- -------- -------- --------
(000's omitted except per share data)
<S> <C> <C> <C> <C>
REVENUES
Admissions $ 72,595 $63,839 $136,539 $109,201
Concessions and other 32,103 27,394 60,315 45,930
-------- ------- --------- --------
104,698 91,233 196,854 155,131
COSTS AND EXPENSES
Film exhibition costs 38,101 33,949 70,104 56,562
Concession costs 4,128 3,407 7,889 6,057
Other theatre operating costs 40,883 35,172 80,147 66,215
General and administrative 1,558 1,369 3,003 2,604
Depreciation and amortization 6,989 6,437 14,089 12,550
Impairment of long-lived assets (Note B) -0- -0- 45,447 -0-
-------- ------- --------- --------
91,659 80,334 220,679 143,988
-------- ------- --------- --------
OPERATING INCOME (LOSS) 13,039 10,899 (23,825) 11,143
Interest expense 5,136 3,965 10,071 7,638
-------- ------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES 7,903 6,934 (33,896) 3,505
Income taxes (benefit) 3,004 2,773 (12,881) 1,402
-------- ------- --------- --------
NET INCOME (LOSS) $ 4,899 $ 4,161 $ (21,015) $ 2,103
======== ======= ========= ========
NET INCOME (LOSS) PER SHARE $ .43 $ .37 $ (1.88) $ .19
======== ======= ========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
-------- --------
(000's omitted)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (21,015) $ 2,103
Items which did not use cash:
Depreciation and amortization 14,089 12,550
Impairment of long-lived assets 45,447 -0-
Deferred income taxes (17,270) 800
Gain on sale of property and equipment (739) -0-
Changes in operating assets and liabilities:
Accounts and notes receivable and inventories 1,290 (1,703)
Prepaid expenses (104) 499
Accounts payable (479) 2,019
Accrued expenses (2,310) 2,186
--------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 18,909 18,454
INVESTING ACTIVITIES
Purchases of property and equipment (26,435) (23,220)
Purchases of assets from other theatre operators (23,075) (39,215)
Disposals of property and equipment 1,490 12
Decrease (increase) in:
Short-term investments (315) (2,684)
Other (1,745) (444)
--------- --------
NET CASH USED IN INVESTING ACTIVITIES (50,080) (65,551)
FINANCING ACTIVITIES
Debt and other liabilities:
Borrowings under revolving credit line 630,000 107,700
Repayments of revolving credit line (595,500) (68,200)
Other borrowings -0- 5,180
Payments on long term obligations (11,598) (8,190)
Issuance of Class A Common Stock 111 -0-
Due from lessor under capital leases 2,838 -0-
--------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 25,851 36,490
--------- --------
DECREASE IN CASH AND
CASH EQUIVALENTS (5,320) (10,607)
Cash and cash equivalents at beginning of period 11,345 17,872
--------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 6,025 $ 7,265
========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three-month
and six-month periods ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
NOTE B - IMPAIRMENT OF LONG LIVED ASSETS
The Company adopted Statement of Financial Accounting Standards 121 (FASB 121),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of", as of January 1, 1996. The Company reviews long-lived
assets, and goodwill related to those assets, to be held and used in the
business for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset or a group of assets may not be
recoverable. The Company considers a trend of operating results that are not
in line with management's expectations to be its primary indicator of potential
impairment. Assets are evaluated for impairment at the theatre level which
management believes is the lowest level for which there are identifiable cash
flows. The Company deems a theatre to be impaired if a forecast of
undiscounted future operating cash flows directly related to the theatre,
including disposal value if any, is less than its carrying amount. If a
theatre is determined to be impaired, the loss is measured as the amount by
which the carrying amount of the theatre exceeds its fair value. Fair value is
based on management's estimates which are based on using the best information
available, including prices for similar theatres or the results of valuation
techniques such as discounting estimated future cash flows as if the decision
to continue to use the impaired theatres was a new investment decision.
Considerable management judgment is necessary to estimate discounted future
cash flows. Accordingly, actual results could vary significantly from such
estimates.
Recoverability of other long-lived assets, primarily investments in
unconsolidated affiliates and goodwill not identified with impaired theatres
covered by the above paragraph, will continue to be evaluated on a recurring
basis. The primary indicator of recoverability is current or forecasted
profitability over the estimated remaining life of these assets. If
recoverability is unlikely based on the evaluation, the carrying amount is
reduced by the amount it exceeds the forecasted operating profit and any
estimated disposal value.
6
<PAGE> 7
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE B -- IMPAIRMENT OF LONG LIVED ASSETS(continued)
The initial non-cash charge upon the adoption of FASB 121 was approximately
$45,447,000 ($28,177,000 after tax or $2.50 per share) to reduce the carrying
amount of 138, or 26%, of the Company's theatres. This initial charge resulted
from evaluating the recoverability of individual theatres, which is at a lower
level than under the Company's previous accounting policy for measuring
impairment. Under the Company's previous policy, the Company's long-lived
assets were evaluated market by market for impairment.
As a result of the reduced carrying amount of the impaired assets, depreciation
and amortization expense for the first quarter of 1996 was reduced by
approximately $750,000 ($465,000 after tax or $.04 per share). Depreciation
and amortization expense for the second quarter of 1996 was reduced by
approximately $1,140,000 ($707,000 after tax or $.06 per share) and 1996 annual
depreciation and amortization expense is estimated to be reduced by
approximately $4,170,000 ($2,585,000 after tax or $.23 per share). FASB 121
also requires, among other provisions, that long-lived assets held for disposal
and certain identified intangibles be reported at the lower of the asset's
carrying amount or its fair value less costs to sell. The impact of adopting
FASB 121 on assets held for disposal during the first quarter of 1996 was not
material.
Absent circumstances that would require an immediate evaluation for impairment,
the Company intends to perform its next impairment evaluation in the fourth
quarter of 1996.
NOTE C --REVOLVING CREDIT FACILITY
On April 23, 1996, the Company entered into an Amended and Restated Credit
Agreement (the "Agreement") with four banks to provide a revolving line of
credit of up to $175,000,000 for working capital, acquisitions and other
general corporate purposes. The Agreement has a three year revolving credit
period, extended upon the mutual consent of the Company and the banks for one
year periods and will convert to a four year term loan at the end of the
revolving credit period. The Company has the option to borrow at rates based
on either the base rate of Wachovia Bank of Georgia, N.A. or LIBOR + .50% and
is required to pay annual fees of .225% on the full amount of the facility.
The interest rate and facility fees are subject to adjustment based upon the
Company's ratio of total debt to defined cash flows. The Agreement contains
certain restrictive provisions which, among other things, limit additional
indebtedness of the Company, limit dividend and other restricted payments,
require that certain debt to capitalization ratios be maintained and require
minimum levels of cash flows. At June 30, 1996, the Company had $111,000,000
outstanding under this facility.
7
<PAGE> 8
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE C -- REVOLVING CREDIT FACILITY (continued)
Under the terms of this Agreement, no payments are due until after April 23,
1999, nor does the Company anticipate reducing the amount outstanding at June
30, 1996. Accordingly, no amounts outstanding under the Agreement have been
classified as current maturities in the accompanying Condensed Consolidated
Financial Statements.
The Company has entered into interest rate swap agreements to modify the
interest characteristics of a portion of its outstanding debt. The agreements
involve the exchange of amounts based on a variable interest rate for amounts
based on a fixed interest rate over the life of the agreements without an
exchange of the notional amount upon which the payments are based. The Company
specifically designates interest rate swaps on hedges of debt instruments and
recognizes interest differentials as adjustments to interest expense in the
period they occur. The differential to be paid or received as interest rates
change is accrued and recognized as an adjustment of interest expense related
to the debt (the accrual accounting method). The related amount payable to, or
receivable from, counter-parties is included in other liabilities or assets.
The fair value of the swap agreements is not recognized in the financial
statements. If, in the future, an interest rate swap agreement were
terminated, any resulting gain or loss would be deferred and amortized to
interest expense over the remaining life of the interest rate swap agreement.
In the event of the early extinguishment of a designated debt obligation, any
realized or unrealized gain or loss from the swap would be recognized in income
coincident with the extinguishment.
The interest rate swap agreements changed floating interest rate expense on
amounts outstanding under the Agreement. Under one interest rate swap
Agreement, the Company has fixed $50 million of the Company's floating rate
debt for seven years. The effective rate at June 30, 1996 was 6.205%, equal to
a fixed rate of 5.705% plus the margin of .50% the Company presently pays over
LIBOR. Under another interest rate swap agreement, the Company has fixed $20
million of its floating rate debt for 5 years at a fixed rate of 5.51% plus the
margin the Company pays over LIBOR (presently .50%) for a total effective rate
of 6.01%. The unrealized gain for the interest rate swaps was approximately
$2.7 million at 8/12/96 based on evaluations made by the counterparties to the
interest rate swaps. The Company does not anticipate realization of this gain
as the Company intends to hold the interest rate swaps to maturity.
The Company is exposed to credit losses in the event of nonperformance by
counterparties on interest rate swaps. The Company does not believe there is a
significant risk of nonperformance by any of the counterparties to these
instruments and the Company monitors the financial stability of such parties on
a periodic basis.
NOTE D -- ACQUISITIONS
The Company's acquisitions have been accounted for under the purchase method of
accounting. Under the purchase method of accounting, the results of operations
of the acquired businesses are included in the accompanying consolidated
statements as of their respective acquisition dates. The assets and
liabilities of acquired businesses in 1996 are included based on a preliminary
allocation of the purchase price.
8
<PAGE> 9
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE D -- ACQUISITIONS(continued)
In separate transactions, the Company acquired certain assets and businesses as
follows:
<TABLE>
<CAPTION>
Approximate Number of
-----------------
Seller Purchase Price Theatres Screens Effective Date
------ -------------- -------- ------- ---------------
(in thousands)
<S> <C> <C> <C> <C>
1996
Maxi Saver Cinemas $ 3,975 2 18 January 5, 1996
Fox Theatres Corp. 19,100 12 61 February 16, 1996
---------- -------- -------
$ 23,075 14 79
========== ======== =======
1995
Carolina Cinema Corp. $ 750 2 7 February 10, 1995
Theatre Developers, Inc. 1,200 1 8 February 24, 1995
Floyd Theatres, Inc.
and affiliates 11,300 21 83 March 17, 1995
Rocky Mountain Cinema
Partners 1,585 5 11 May 5, 1995
Plitt Theatres, Inc. 22,000 28 145 June 2, 1995
Midcontinent Theatres, Inc. 19,000 14 67 October 13, 1995
Cinemark, USA 8,000 10 46 November 10, 1995
Theatre Consulting and
Management 650 2 10 November 10, 1995
---------- -------- -------
$ 64,485 83 377
========== ======== =======
</TABLE>
The excess of purchase prices over net assets of business acquired has been
recorded as an intangible asset. Amounts recorded were approximately $15.6
million to date in 1996 and $16.7 million in 1995.
Pro-forma results have not been presented for those acquisitions which were not
significant during the periods presented.
The pro-forma unaudited results of operations below do not purport to represent
what the Company's actual results of operations would have been had the
acquisitions occurred on January 1, 1995 and should not serve as a forecast of
the Company's operating results for any future periods.
9
<PAGE> 10
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
NOTE D -- ACQUISITIONS (continued)
Unaudited pro-forma results for the 1995 acquisitions of Floyd Theatres, Inc.,
Plitt Theatres, Inc., Midcontinent Theatres, Inc., and Cinemark USA are as
follows (in thousands except for per share data):
<TABLE>
<CAPTION>
Quarter
Ended June 30,
1995
--------------
<S> <C>
Revenues $174,427
Net income (loss) 517
Earnings per share .05
</TABLE>
The pro-forma adjustments for the 1995 acquisitions are based upon available
information and certain assumptions that management believes reasonable. The
adjustments to the historical data are as follows:
a. General and administrative costs were reduced to reflect the incremental
amount of general and administrative costs the Company estimates it would
have incurred over the applicable time period.
b. Depreciation expense was adjusted to reflect depreciation based upon the
Company's allocation of the acquisition purchase price.
c. Interest expense has been adjusted to reflect debt incurred at borrowing
rates of 6.0% for 1995.
d. Income taxes have been adjusted to reflect the Company's effective tax
rate.
10
<PAGE> 11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
COMPARISON OF THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1996 AND JUNE 30, 1995
The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the financial information
included herein and the Company's annual report on Form 10-K for the fiscal
year ended December 31, 1995 (the "1995 Form 10-K"), as filed with the
Securities and Exchange Commission (the "SEC"). Except for the historical
information contained herein, the following discussion contains forward-looking
statements that involve a number of risks and uncertainties. Factors which
could cause the Company's actual results in future periods to differ materially
include, but are not limited to, those discussed below, as well as those
discussed or identified from time to time in the Company's filings with the
SEC, including, but not limited to, the Company's 1995 Form 10-K and the
Company's current report on Form 8-K filed on June 14, 1996.
RESULTS OF OPERATIONS
Total revenues for the quarter ended June 30, 1996 increased 14.8% to
$104,698,000 from $91,233,000 for the quarter ended June 30, 1995. This
increase consists of a $8,756,000 increase in admissions and a $4,709,000
increase in concessions and other. The increases are attributed to additional
revenues generated by the increased number of screens in operation and
increases in admission and concession prices but were offset by a 1.3% decline
in attendance per average screen.
Total revenues for the six months ended June 30, 1996 increased 26.9% to
$196,854,000 from $155,131,000 for the six months ended June 30, 1995. This
increase consists of a $27,338,000 increase in admissions and a $14,385,000
increase in concessions and other. These increases are due primarily to the
additional revenues generated by the increase in the number of screens in
operation as a result of the acquisitions (See Note C of Notes to Condensed
Consolidated Financial Statements)(the "Acquisitions"), increases in admission
and concession prices, plus a 5% increase in attendance per average screen.
Cost of operations (film exhibition costs, concession costs and other theatre
operating costs) increased 14.6% from $72,528,000 to $83,112,000 for the
quarter ended June 30, 1996. This dollar increase is due to the increased
number of screens in operation. As a percentage of total revenues, cost of
operations decreased to 79.4% of total revenues in the quarter ended June 30,
1996 from 79.5% for the quarter ended June 30, 1995.
Cost of operations for the six months ended June 30, 1996 increased 22.7% from
$128,834,000 to $158,140,000 also as a result of the increased number of
screens in operation. As a percentage of total revenues, cost of operations
decreased from 83.0% of total revenues to 80.3% of total revenues in the six
months ended June 30, 1996. This percentage is due primarily to the level of
fixed costs, such as occupancy costs, managers salaries and utilities included
in this cost category that do not vary proportionately with changes in sales
and attendance levels.
General and administrative costs for the quarter ended June 30, 1996 increased
13.8% from $1,369,000 to $1,558,000 primarily as a result of increased
personnel costs because of the Acquisitions and expansions and remained the
same as a percentage of total revenues at 1.5%.
11
<PAGE> 12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
COMPARISON OF THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1996 AND JUNE 30, 1995
General and administrative costs for the six months ended June 30, 1996
increased 15.3% from $2,604,000 to $3,003,000 primarily as a result of
increased personnel costs because of the Acquisitions and expansions. As a
percentage of total revenues, general and administrative costs decreased to
1.5% for the six months ended June 30, 1996 from 1.7% for the six months ended
June 30, 1995.
Depreciation and amortization increased 8.6% from $6,437,000 to $6,989,000 for
the quarter ended June 30, 1996 due to the Acquisitions and expansions. As a
percentage of total revenues, depreciation and amortization decreased from 7.1%
to 6.7% due to increases in revenues offset by additional depreciation and
amortization from the Acquisitions and expansions in 1995 and 1996 and due to
the fixed nature of the costs. Depreciation and amortization for the quarter
ended June 30, 1996 was offset by approximately $1,140,000 in decreases due to
write-downs of assets under FASB 121 (See Note B of Notes to Condensed
Consolidated Financial Statements).
Depreciation and amortization for the six months ended June 30, 1996 increased
12.3% from $12,550,000 to $14,089,000 due to the Company's Acquisitions and
expansions. As a percentage of total revenues, depreciation and amortization
decreased from 8.1% to 7.2% due to increases in revenues offset by additional
depreciation and amortization from the Acquisitions and expansions in 1995 and
1996 and due to the fixed nature of the costs. Depreciation and amortization
for the six months ended June 30, 1996 was offset by approximately $1,890,000
in decreases due to write-downs of assets under FASB 121 (See Note B of Notes
to Condensed Consolidated Financial Statements).
Reference is made to Note B of notes to Condensed Consolidated Financial
Statements with respect to the Company's adoption of FASB 121 effective January
1, 1996.
Interest expense for the quarter ended June 30, 1996 increased 29.5% to
$5,136,000 from $3,965,000 due to the increase in the average amount of
outstanding debt.
Interest expense for the six months ended June 30, 1996 increased 31.9% to
$10,071,000 from $7,638,000 for the six months ended June 30, 1995 due to the
increase in the average amount of outstanding debt.
The Company grouped its theatres into corporations in 1995 to achieve business
and tax efficiencies. As a result of these changes, management cost is more
appropriately allocated among the operations and the Company's effective tax
rate declined from approximately 40% to approximately 38%.
LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues are collected in cash, principally through box office
admissions and theatre concessions. Because its revenues are received in cash
prior to the payment of related expenses, the Company has an operating "float"
which partially finances its operations.
12
<PAGE> 13
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
COMPARISON OF THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1996 AND JUNE 30, 1995
The Company's capital requirements arise principally in connection with new
theatre openings and acquisitions of existing theatres and theatre circuits.
New theatre openings and acquisitions typically have been financed with
internally generated cash and by debt financings, including borrowings under
the Company's revolving credit facility.
The Company believes that its presently anticipated capital needs for theatre
construction and possible acquisitions will be satisfied by the cash and cash
equivalents and short-term investments on hand, borrowings under the revolving
credit line (See Note C of the Notes to Condensed Consolidated Financial
Statements herein), additional sale of debt and/or equity securities,
additional bank financings and other forms of long-term debt, internally
generated cash flow and, where appropriate, future lease financings. On August
12, 1996, the Company had approximately $1,000,000 in cash and short term
investments on hand and approximately $70,000,000 was available under the
Company's revolving credit facility.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security-Holders.
The annual meeting of shareholders of the Company was held on May 6, 1996.
At the annual meeting, the shareholders voted on the election of six
directors. The results of the voting were as follows:
<TABLE>
<CAPTION>
FOR VOTE WITHHELD
---------- -------------
<S> <C> <C>
C. L. Patrick 21,472,889 110,886
Michael W. Patrick 21,482,184 101,591
Carl L. Patrick, Jr. 21,482,189 101,586
Carl E. Sanders 21,423,589 160,186
John W. Jordan, II 21,556,387 27,388
David W. Zalaznick 21,556,477 27,388
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11 - Statement re: computation of earnings per share
27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on June 14, 1996 to file
certain cautionary statements for the purpose of establishing a readily
available document which may be referenced pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CARMIKE CINEMAS, INC.
(Registrant)
Date: 8-14-96 By: /s/ Michael W. Patrick
-------------------- ---------------------------------
Michael W. Patrick - President
(Chief Executive Officer)
Date: 8-14-96 By: /s/ John O. Barwick
-------------------- ---------------------------------
John O. Barwick, III - Vice
President Finance
(Chief Accounting and
Financial Officer)
15
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS (LOSS) PER SHARE
($000's omitted, except for per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
------------------- ------------------
<S> <C> <C> <C> <C>
Average shares outstanding 11,167 11,161 11,169 11,161
Net effect of dilutive stock options
based on the treasury stock method
using average market price 130 104 -0- 99
--------- --------- --------- --------
TOTALS 11,297 11,265 11,169 11,260
========= ========= ========= ========
NET INCOME (LOSS) $ 4,899 $ 4,161 $ (21,015) $ 2,103
========= ========= ========= ========
NET INCOME(LOSS) PER SHARE $ .43 $ .37 $ (1.88) $ .19
========= ========= ========= ========
</TABLE>
Note: Fully diluted calculation is not presented because dilution is less than
3%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CARMIKE CINEMAS, INC. FOR THE SIX MONTHS ENDED JUNE 30,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 6,025,000
<SECURITIES> 7,817,000
<RECEIVABLES> 8,357,000
<ALLOWANCES> 0
<INVENTORY> 2,662,000
<CURRENT-ASSETS> 30,597,000
<PP&E> 464,274,000
<DEPRECIATION> 106,874,000
<TOTAL-ASSETS> 459,952,000
<CURRENT-LIABILITIES> 56,159,000
<BONDS> 0
0
0
<COMMON> 335,000
<OTHER-SE> 163,856,000
<TOTAL-LIABILITY-AND-EQUITY> 459,952,000
<SALES> 60,315,000
<TOTAL-REVENUES> 196,854,000
<CGS> 7,889,000
<TOTAL-COSTS> 158,140,000
<OTHER-EXPENSES> 62,539,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,071,000
<INCOME-PRETAX> (33,896,000)<F1>
<INCOME-TAX> 12,881,000
<INCOME-CONTINUING> (33,896,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,015,000)
<EPS-PRIMARY> (1.86)
<EPS-DILUTED> 0
<FN>
<F1>INCOME PRETAX INCLUDES FASB 121 CHARGE AT $45,447,000. AFTER TAX EFFECT IS
$28,177,000 OR $2.50 SHARE.
</FN>
</TABLE>
