<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended DECEMBER 31, 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 Identification No.)
incorporation or organization)
1301 First Avenue, Columbus, Georgia 31901
(Address of principal Executive Offices) (Zip Code)
(706) 576-3400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Class A Common Stock, par New York Stock Exchange, Inc.
value $.03 per share
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE
The Registrant hereby files this Amendment No. 1 on Form 10-K/A to amend the
following items of Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996:
Item 1 - Business
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 14 - Exhibits, Financial Statement Schedule, and Reports on Form
8-K
<PAGE> 2
PART I
Item 1. Business
(a) General Development of Business
Carmike Cinemas, Inc. (herein referred to as the "Company" or "Carmike"),
a corporation organized under the laws of the State of Delaware, is engaged in
the motion picture exhibition business. The Company was incorporated in April
1982 in connection with the leveraged buy-out of the Company's predecessor, the
Martin Theatres circuit, by present management of the Company. The principal
executive offices of the Company are located at 1301 First Avenue, Columbus,
Georgia 31901-2109, and its telephone number at that location is (706)
576-3400.
The following are several of the more significant events which have taken
place since December 31, 1995:
(i) Acquisitions during 1996
In separate transactions during 1996, the Company acquired certain assets
and businesses as follows:
<TABLE>
<CAPTION>
Approximate Number of
-----------------
Seller Purchase Price Theatres Screens Effective Date
------ -------------- -------- ------- --------------
<S> <C> <C> <C> <C>
(in thousands)
Maxi Saver Cinemas, Inc. $3,975 2 18 January 5, 1996
Fox Theatres Corp. 19,100 12 61 February 16, 1996
------- -- --
$23,075 14 79
======= == ==
</TABLE>
The excess of purchase prices over net assets of businesses acquired,
approximately $17.0 million in 1996, has been recorded as an intangible asset.
2
<PAGE> 3
(ii) New Theatre Openings and Additions to Existing Theatres
During 1996, the Company opened or expanded the following theatres:
<TABLE>
<CAPTION>
THEATRE LOCATION SCREENS
------- -------- -------
NEW COMPLEXES
-------------
<S> <C> <C>
Broadway 16 Myrtle Beach, SC 16
Carmike 10 Asheville, NC 10
Carmike 12 Greensboro, NC 12
Wynnsong 10 Columbia, SC 10
Bijou 7 Chattanooga, TN 7
Wynnsong 10 Ft. Benning, GA 10
Carmike 8 Altoona, PA 8
---
Total 73
ADDITIONS TO EXISTING COMPLEXES
-------------------------------
Westwood 12 Fayetteville, NC 6
Carmike 14 Mobile, AL 4
Carmike 8 Lincolnton, NC 4
Carmike 8 Lexington, NC 4
Carmike 10 Stillwater, OK 4
Carmike 14 Columbia, SC 4
Chapel Hills 15 Colorado Springs, CO 6
---
Total 32
---
Total New Screens 105
===
</TABLE>
(iii) Entertainment Complex
The Company is currently developing its first "entertainment complex,"
which will offer a broad spectrum of entertainment in addition to movie
exhibition. Known as the "Hollywood Connection M," this complex, which is
expected to be completed in the summer of 1997, will encompass 125,000 square
feet on an 11 acre site in Columbus, Georgia. The complex will include a
10-screen theatre equipped with Lucasfilm's THX Digital surround systems and
stadium seating, an indoor roller skating rink, an 18-hole themed putting golf
course, a bumper car attraction, a state-of-the-art games arcade, a restaurant
and a laser tag arena.
3
<PAGE> 4
(b) Narrative Description of Business
(i) Theatre Operations
The Company is the largest motion picture exhibitor in the United States
in terms of number of theatres and screens operated. As of December 31, 1996,
the Company operated 519 theatres with an aggregate of 2,518 screens located in
33 states. The Company's screens are located principally in communities where
the Company is the sole or leading exhibitor. For the year ended December 31,
1996, aggregate attendance at the Company's theatres was approximately 74.2
million people.
The Company's theatres are located in the following states:
<TABLE>
<CAPTION>
STATE THEATRES SCREENS
----- -------- -------
<S> <C> <C>
Alabama 28 158
Arkansas 3 25
Colorado 14 77
Delaware 2 12
Florida 32 156
Georgia 39 215
Idaho 11 26
Illinois 3 8
Iowa 22 118
Kentucky 11 53
Louisiana 4 20
Maryland 3 15
Michigan 2 10
Minnesota 16 63
Montana 15 59
Nebraska 5 17
New Mexico 1 2
North Carolina 69 313
North Dakota 9 45
New York 1 8
Ohio 8 43
Oklahoma 16 69
Pennsylvania 44 212
South Carolina 28 151
South Dakota 6 39
Tennessee 45 255
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
Texas 28 114
Utah 12 48
Virginia 15 73
Washington 2 2
Wisconsin 12 57
West Virginia 6 33
Wyoming 7 22
--- -----
519 2,518
=== =====
</TABLE>
The Company's theatre operations are under the supervision of its Vice
President - General Manager and are divided into four geographic divisions,
each of which is headed by a division manager. The division managers are
responsible for implementing Company operating policies and supervising the
Company's seventeen operating districts. Each operating district has a
district manager who is responsible for overseeing the day-to-day operations of
the Company's theatres. Corporate policy development, strategic planning, site
selection and lease negotiation, theatre design and construction, concession
purchasing, film licensing, advertising, and financial and accounting
activities are centralized at the corporate headquarters of the Company. See
"Film Licensing" with respect to the Company's film licensing operations.
Nearly all of the Company's 2,518 screens are located in multi-screen
theatres, with over 90% of the Company's screens being located in theatres
having three or more screens. The Company's average number of screens per
theatre is 4.9, and the Company intends to increase this ratio through the
construction of larger multi-screen theatres. Multi-screen theatres enable the
Company to present a variety of films appealing to several segments of the
movie-going public while serving patrons from common support facilities (such
as the box office, concession areas, restrooms and lobby). This strategy
enhances attendance, utilization of theatre capacity and operating efficiencies
(relating to theatre staffing, performance scheduling and space and equipment
utilization), and thereby enhances revenues and profitability. Staggered
scheduling of starting times minimizes staffing requirements for crowd control,
box office and concession services while reducing congestion at the concession
area. The Company's theatres are housed predominantly in modern facilities
equipped with quality projection and sound equipment.
5
<PAGE> 6
From time to time, the Company converts marginally profitable theatres to
"Discount Theatres" for the exhibition of films that have previously been shown
on a first-run basis. Increased attendance at these theatres following these
conversions, combined with a lower film rental cost, normally improves such
theatres' operating profitability. The Company also operates certain theatres
for the exhibition of first-run films at a reduced admission price. These
theatres are typically in a smaller market where the Company is the only
exhibitor in the market. At present, the Company operates 97 of its theatres
(302 screens) as Discount Theatres.
The Company also sells gift certificates and offers a discount ticket plan
to attract groups of patrons to its theatres.
The Company's revenues are generated primarily from box office receipts
and concession sales. Additional revenues, which are not material, are
generated from electronic video games installed in the lobbies of some of the
Company's theatres and on-screen advertising.
The Company relies upon advertisements and movie schedules published in
newspapers to inform its patrons of film selections and show times. Newspaper
advertisements are typically displayed in a single group for all the Company's
theatres located in the newspaper's circulation area. In addition, the Company
utilizes radio spots and promotions to further market its films. Major
distributors frequently share the cost of newspaper and radio advertising. The
Company also exhibits in its theatres previews of coming attractions and films
presently playing on the Company's other screens in the same market area.
The Company's proprietary computer system, I.Q. Zero, which is presently
installed in approximately 96% of its theatres (representing approximately 98%
of its screens), allows Carmike to centralize most theatre-level administrative
functions at its corporate headquarters, creating significant operating
leverage. I.Q. Zero allows corporate management to monitor ticket and
concession sales and box office and concession staffing on a daily basis. The
Company's integrated MIS, centered around I.Q. Zero, also coordinates payroll,
tracks theatre invoices and generates operating reports analyzing film
performance and theatre profitability. Accordingly, there is active
communication between the theatres and corporate headquarters, which allows
senior management to react to vital profit and staffing information on a daily
basis and perform the
6
<PAGE> 7
majority of the theatre-level administrative functions, thereby enabling the
theatre manager to focus on the day-to-day operations of the theatre.
(ii) Film Licensing
Carmike obtains licenses to exhibit films by directly negotiating with or,
in rare circumstances, submitting bids to film distributors. The Company
licenses films through its booking office located in Columbus, Georgia. The
Company's Vice President - Film, in consultation with the Company's President,
directs the Company's motion picture bookings.
Prior to negotiating or bidding for a film license, the Company's Vice
President - Film and film booking personnel evaluate the prospects for upcoming
films. The criteria considered for each film include cast, director, plot,
performance of similar films, estimated film rental costs and expected MPAA
rating. Successful licensing depends greatly upon the availability of
commercially popular motion pictures, knowledge of the tastes of residents in
markets served by each theatre and insight into the trends in those tastes.
The Company maintains a database that includes revenue information on films
previously exhibited in its markets. This historical information is then
utilized by the Company to match new films with particular markets so as to
maximize revenues.
Film licenses typically specify rental fees based on the higher of a gross
box office receipts formula or an adjusted gross box office receipts formula.
Under a gross box office receipts formula, the distributor receives a specified
percentage of box office receipts, with the percentage declining over the term
of the run. The Company's film rental fees typically begin at 60% of admission
revenues and gradually decline to as low as 30% over a period of four to eight
weeks. Under an adjusted gross box office receipts formula (commonly known as
a "90/10" clause), the distributor receives a specified percentage (i.e., 90%)
of the excess of box office receipts over a negotiated amount for house
expenses. In addition, the Company is occasionally required to pay
non-refundable guarantees of film rentals, to make advance payments of film
rentals, or both, in order to obtain a license for a film. Although not
specifically contemplated by the provisions of film licenses, the terms of film
licenses generally are adjusted or re-negotiated subsequent to exhibition of
the film in relation to its success.
7
<PAGE> 8
Film licensing zones are geographic areas (generally encompassing a radius
of three to five miles) established by film distributors where any given film
is allocated to only one theatre within that area. In film licensing zones
where the Company has little or no competition, the Company obtains film
licenses by selecting a film from among those offered and negotiating directly
with the distributor. In competitive film licensing zones, a distributor will
either require the exhibitors in the zone to bid for a film or will allocate
its films among the exhibitors in the zone. When films are licensed under the
allocation process, a distributor will choose which exhibitor is offered a
movie and then that exhibitor will negotiate film rental terms directly with
the distributor for the film. Over the past several years, distributors have
generally used the allocation rather than the bidding process to license their
films. When films are licensed through a bidding process, exhibitors compete
for licenses based upon economic terms. The Company currently does not bid for
films in any of its film licensing zones.
The Company predominantly licenses "first-run" films. If a film has
substantial remaining potential following its first-run, the Company may
license it for a subsequent run (a "sub-run"). Although average daily sub-run
attendance is often less than average daily first-run attendance, sub-run film
cost is generally less than first-run film cost. Additionally, sub-runs enable
the Company to exhibit a variety of films during periods in which there are few
new releases.
The Company's business is dependent upon the availability of marketable
pictures and its relationships with distributors. While there are numerous
distributors which provide quality first-run movies to the motion picture
exhibition industry, the following seven major distributors accounted for
approximately 92% of the Company's admission revenues during 1996 - Buena Vista,
Warner Brothers, Fox, Paramount, Universal, Savoy and New Line. No single
distributor dominates the market. Disruption in the production of motion
pictures by the major studios and/or independent producers or poor performance
of motion pictures could have an adverse effect on the business of the Company.
The Company licenses films from a number of distributors and believes that its
relationships with distributors generally are satisfactory.
8
<PAGE> 9
(iii) Competition
The Company's operations are subject to varying degrees of competition
with respect to licensing films, attracting patrons, obtaining new theatre
sites or acquiring theatre circuits. In markets where it is not the sole
exhibitor, the Company competes against regional and independent operators as
well as the larger theatre circuit operators.
The Company believes that the principal competitive factors with respect
to film licensing include licensing terms, seating capacity, location and
prestige of an exhibitor's theatres, quality of projection and sound at the
theatres and the exhibitor's ability and willingness to promote the films. The
competition for patrons is dependent upon factors such as the availability of
popular films, location of the theatres, patron comfort, quality of projection
and sound and the ticket prices. The Company believes that its admission
prices are competitive with admission prices of competing theatres.
The Company's theatres face competition from a number of motion picture
exhibition delivery systems, such as pay television, pay-per-view and home
video systems. The impact of such delivery systems on the motion picture
exhibition industry is difficult to determine precisely, and there can be no
assurance that existing or future delivery systems will not have an adverse
impact on attendance. The Company believes that its strongest competition is
from other forms of entertainment competing for the public's outside-the-home
leisure time and disposable income.
The Company is currently constructing its first complete entertainment
complex, which will offer a variety of forms of family entertainment. See
"General Development of Business - Entertainment Complex".
(iv) Seasonality
The major film distributors generally release during the summer and
holiday seasons, primarily Thanksgiving and Christmas, those films which they
anticipate to be the most successful. Consequently, the Company has
historically generated higher revenues during such periods.
9
<PAGE> 10
(v) Restaurants
The Company, through its wholly-owned subsidiary Wooden Nickel Pub, Inc.,
operates two restaurants, one of which is adjacent to a theatre. These
restaurants, which were opened by the Company's predecessor, offer light fare
as well as beer and wine. These restaurants are not material to the Company's
consolidated operations. The Company does not currently anticipate opening
additional restaurant facilities.
(vi) Regulatory Environment
The distribution of motion pictures is in large part regulated by federal
and state antitrust laws and has been the subject of numerous antitrust cases.
Certain consent decrees resulting from such cases bind certain major motion
picture distributors and require the motion pictures of such distributors to be
offered and licensed to exhibitors, including the Company, on a
theatre-by-theatre basis. Consequently, exhibitors such as the Company cannot
assure themselves of a supply of motion pictures by entering into long-term
arrangements with major distributors but must compete for licenses on a
film-by-film and theatre-by-theatre basis.
The Federal Americans With Disabilities Act (the "ADA"), which became
effective in 1992, prohibits discrimination on the basis of disability in
public accommodations and employment. The Company constructs new theatres to
be accessible to the disabled and believes that it is otherwise in substantial
compliance with all applicable regulations relating to accommodating the needs
of the disabled. The Company does not currently anticipate that ongoing
compliance with the ADA and the regulations thereunder will require the Company
to expend substantial funds.
(vii) Employees
At December 31, 1996, the Company had approximately 9,874 employees.
Eighty of the Company's employees are covered by collective bargaining
agreements. The Company considers its relations with its employees to be good.
10
<PAGE> 11
(viii) Other Factors
Except for historical information contained herein, certain matters set
forth in this Annual Report on Form 10-K are forward looking statements that
involve certain risks and uncertainties that could cause actual results to
differ materially from those in the forward looking statements. Potential
risks and uncertainties include such factors as the financial strength of the
motion picture industry, the level of consumer spending, the availability of
popular motion pictures and the success of planned advertising, marketing and
promotional campaigns. Investors are also directed to consider other risks and
uncertainties discussed in documents filed by the Company with the Securities
and Exchange Commission.
11
<PAGE> 12
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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, 1996 (the "1996 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, the availability of suitable motion pictures
for exhibition in the Company's markets, the availability of opportunities for
expansion, and competition with other forms of entertainment, as well as other
factors discussed or identified from time to time in the Company's filings with
the SEC, including, but not limited to, the Company's 1996 Form 10-K.
RESULTS OF OPERATIONS
Comparison of Years Ended December 31, 1996
and December 31, 1995
Total revenues for the year ended December 31, 1996 increased 17.0% to
$426,726,000 from $364,749,000. This increase consists of a $42,938,000
increase in admissions and a $19,039,000 increase in concessions and other.
Overall attendance increased 14.3% due to the additional screens in operation
which were acquired in 1995 and 1996 (see Note C of Notes to Consolidated
Financial Statements). Attendance on a same screen comparison was basically
the same for 1996 as 1995. Average admission prices increased 2.3% to $4.00
from $3.91 and average concession sales per person increased 2.5% from $1.58
to $1.62.
Cost of theatre operations (film exhibition costs, concession costs and other
theatre operating costs) increased 15.0% to $338,369,000 from $294,295,000 due
to the increased number of screens in operation and the increase in attendance.
As a percentage of revenues, cost of theatre operations decreased from 80.7% of
total revenues to 79.3%. This percentage decrease is due primarily to a lower
level of salaries at the Company.
General and administrative costs increased 8.7% from $5,482,000 in 1995 to
$5,959,000 in 1996 reflecting additional general and administrative costs
incurred to properly integrate the new screens acquired in 1995 and 1996. As a
percentage of total revenues, general and administrative costs decreased from
1.5% to 1.4%.
Depreciation and amortization increased 4.4% to $28,408,000 from $27,216,000 as
a result of the increased screens in operation which were acquired in 1995 and
1996 (see Note C of Notes to Consolidated Financial Statements) combined with
the additional screens added through internal construction. This amount has
also been reduced from the impact of adopting Statement 121 (see Note B of
Notes to Consolidated Financial Statements). As a percentage of total revenues,
depreciation and amortization decreased from 7.5% of total revenues to 6.7% of
total revenues.
Interest expense increased 26.6% to $20,289,000 from $16,031,000 in 1995. This
increase reflects a higher average amount of debt outstanding for 1996. The
increase in the Company's debt during 1996 resulted from capital expenditures
incurred in connection with theatre acquisitions and expansions.
The Company adopted Statement of Financial Accounting Standards 121 ("Statement
121"), "Accounting for the Impairment of Long-Lived Assets to be Disposed of,"
as of January 1, 1996 (see Note B of Notes to Consolidated Financial
Statements). The initial non-cash charge upon the Company's adoption of
Statement 121 was approximately $45,447,000 ($28,177,000 after tax, or $2.50
per share) to reduce the carrying value of 138 theatres, constituting
approximately 26% of the Company's theatres. This charge resulted from the
evaluation of asset impairment on an individual theatre level rather than on a
market level, which had been the Company's previous accounting policy for
evaluating and measuring impairment. As noted above, the write-down of assets
under Statement 121 resulted in a reduction in depreciation and amortization
expense in the year ended December 31, 1996.
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%.
15
<PAGE> 13
Comparison of Years Ended December 31, 1995
and December 31, 1994
Total revenues for the year ended December 31, 1995 increased 11.3% to
$364,749,000 from $327,619,000. This increase consists of a $21,557,000
increase in admissions and a $15,573,000 increase in concessions and other.
Overall attendance increased 8.9% due to the additional screens in operation
which were acquired in 1994 and 1995 (see Note C of Notes to Consolidated
Financial Statements); however, attendance for 1995 on a same screen comparison
decreased 7.9%, reflecting fewer blockbuster type movies in 1995. Average
admission prices increased .5% to $3.91 and average concession sales per patron
increased 8.2% from $1.46 to $1.58.
Cost of theatre operations (film exhibition costs, concession costs and other
theatre operating costs) increased 15.5% to $294,295,000 due to the increased
number of screens in operation and the increase in attendance. As a percentage
of revenues, cost of theatre operations increased from 77.8% of total revenues
to 80.7% of total revenues. This percentage increase is due primarily to a
higher level of occupancy expense and to a lesser degree salaries included in
this expense category that do not fluctuate proportionately with decreases in
attendance levels.
General and administrative costs increased 7.7% from $5,092,000 to $5,482,000
in 1995 reflecting additional general and administrative costs incurred to
properly integrate the new screens acquired in 1994 and 1995. As a percentage
of total revenues, general and administrative costs decreased from 1.6% of
total revenues to 1.5% of total revenues.
Depreciation and amortization increased 20.7% to $27,216,000 from $22,544,000
as a result of the increased screens in operation which were acquired in 1994
and 1995 (see Note C of Notes to Consolidated Financial Statements) combined
with the additional screens added through internal construction. As a
percentage of total revenues, depreciation and amortization increased from 6.8%
of total revenues to 7.5% of total revenues.
Interest expense decreased 5.9% to $16,031,000 from $17,028,000 in 1994. This
decrease reflects a lower average amount of debt outstanding for most of 1995.
SEASONALITY AND INFLATION
The major film distributors generally release those films which they anticipate
to be the most successful during the summer and holiday seasons. Consequently,
the Company has historically generated higher revenues during such periods.
Inflation has not had a significant impact on the operations of the Company in
any of the periods discussed above.
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.
Cash from operating activities was $54.4 million for the year ended December
31, 1996, compared to $42.9 million for the year ended December 31, 1995. The
increase in cash flow from operating activities was primarily due to income,
before non-cash charges. Net cash used in investing activities was $98.2
million in the year ended December 31, 1996 as compared to $123.4 million in
the prior year. The decrease in cash used in investing activities was
primarily due to a decrease in purchases of assets from other theatre operators
somewhat offset by an increase in purchases of property and equipment. For the
years ended December 31, 1996 and 1995, cash provided by financing activities
was $38.0 million and $74.0 million, respectively, primarily from additional
borrowings under the Company's revolving credit facility.
On April 23, 1996, the Company entered into a credit agreement (the "Credit
Agreement") with four banks to provide a revolving line of credit of up to $175
million for working capital, acquisitions and other general corporate purposes.
The Credit Agreement has a three year revolving credit period, which can be
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 interest rates based on
either the bank base rate or LIBOR plus .40% (effective rate of 6.27% at
December 31, 1996) and is required to pay annual commitment fees of .20% on the
full amount of the facility. The interest rate, facility fees and commitment
fees are subject to adjustment based upon the Company's ratio of total debt to
defined cash flows. The Credit Agreement contains certain restrictive
provisions which, among other things, limit additional indebtedness of the
Company, limit the payment of dividends and other defined restricted payments,
require that certain debt to capitalization ratios be maintained and require
minimum levels of cash flows.
The Company's capital expenditures arise principally in connection with theatre
acquisitions, renovation and expansion of existing theatres and the development
of new theatres. During 1996, capital expenditures and acquisitions totaled
approximately $94 million. The Company estimates that total capital
expenditures for 1997 will aggregate approximately $140 million.
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 facility, 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. At March 12, 1997, the
Company had approximately $8.7 million in cash and short-term investments on
hand and approximately $35.5 million was available under the Company's revolving
credit facility.
25
<PAGE> 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) and (2) Financial Statements and Financial Statement Schedules
The following consolidated financial statements of Carmike Cinemas,
Inc. included in the Company's 1996 Annual Report to Shareholders
are incorporated by reference in Item 8:
Consolidated balance sheets--December 31, 1996 and 1995
Consolidated statements of operations--Years ended December 3l,
1996, 1995 and 1994
Consolidated statements of shareholders' equity--Years ended
December 3l, 1996, 1995 and 1994
Consolidated statements of cash flows--Years ended December 31,
1996, 1995 and 1994
Notes to consolidated financial statements--December 31, 1996
Report of Independent Auditors
Financial statement schedules are omitted because they are not applicable
or not required under the related instructions, or because the required
information is shown either in the consolidated financial statements or in the
notes thereto.
17
<PAGE> 15
(a)(3) Listing of Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
2(a) Purchase Contract dated May 20, 1992, by and between American
Multi-Cinema, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(a) to
the Company's Form 10-K for the fiscal year ended December 31, 1992 (the
"1992 Form 10-K"), and incorporated herein by reference).
2(b) Asset Purchase Agreement dated May 12, 1992 by and between Plitt
Theatres, Inc., Plitt Southern Theatres, Inc. and Plitt Cine Theatres,
Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(b) to the Company's
1992 Form 10-K and incorporated herein by reference).
2(c) Asset Purchase Agreement dated May 21, 1992 by and between Resources
Financial and Carmike Cinemas, Inc.(filed as Exhibit 2(c) to the
Company's 1992 Form 10-K and incorporated herein by reference).
2(d) Purchase Contract dated as of November 18, 1992 by and between Cinamerica
Theatres, L.P. and Carmike Cinemas, Inc.(filed as Exhibit 2(d) to the
Company's 1992 Form 10-K and incorporated herein by reference).
2(e) Asset Purchase Agreement dated November 19, 1993 by and between Manos
Enterprises, Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(e) to
the Company's Form 10 -K for the fiscal year ended December 31, 1993
(the "1993 Form 10-K") and incorporated herein by reference).
2(f) Asset Purchase Agreement dated January 21, 1994 by and between General
Cinema Corp. of Georgia, General Cinema Corp. of Virginia, General
Cinema Corp. of West Virginia and Carmike Cinemas, Inc.(filed as Exhibit
2(f) to the Company's 1993 Form 10-K and incorporated herein by
reference).
2(g) Asset Purchase Agreement dated May 18, 1994 by and between Cinema World,
Inc. and Carmike Cinemas, Inc. (filed as Exhibit 2(a) to the Company's
Form 8-K filed on June 6, 1994 and incorporated herein by reference).
2(h) Agreement dated as of March 17, 1995 by and between Floyd Theatres, Inc.,
Tallahassee Theatres, Inc., Floyd Theatres of Georgia, Inc., MasTec, Inc.
and Carmike Cinemas, Inc. (filed as Exhibit 2(h) to the Company's Form
10-K for the fiscal year ended December 31, 1994 (the "1994 Form 10-K")
and incorporated herein by reference).
</TABLE>
18
<PAGE> 16
(a)(3)(Continued)
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
2(i) Agreement dated as of June 2, 1995 by and between Carmike Cinemas,
Inc. and Plitt Theatres, Inc. (filed as Exhibit 12 to the Company's
Form 10-Q for the fiscal quarter ended June 30, 1995 and
incorporated herein by reference).
2(j) Agreement dated as of September 8, 1995 by and between Midcontinent
Theatre Company of Minnesota, Midcontinent Theatre Company of South
Dakota, Midcontinent Theatre Company of North Dakota and Carmike
Cinemas, Inc. (filed as Exhibit 4 to the Company's Form 10-Q for the
fiscal quarter ended September 30, 1995, and incorporated herein by
reference).
2(k) Agreement dated as of October 19, 1995 by and between Cinemark USA,
Inc., Carmike Cinemas, Inc. and Eastwynn Theatres, Inc. (filed
as Exhibit 5 to the Company's Form 10-Q for the fiscal quarter ended
September 30, 1995, and incorporated herein by reference).
2(l) Asset Purchase Agreement dated as of January 25, 1996 by and between
Fox Theatres Corporation, Carmike Cinemas, Inc. and Eastwynn
Theatres, Inc. (filed as Exhibit 2(l) to the Company's Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference).
3(a)(i) Restated Certificate of Incorporation of the Company (filed as Exhibit 3(a) to
the Company's Form 10-Q for the fiscal quarter ended June 30, 1995, and
incorporated herein by reference).
3(a)(ii) Certificate of Amendment of Restated Certificate of Incorporation (filed as
Exhibit 3(b) to the Company's Form 10-Q for the quarter ended June 30, 1995,
and incorporated herein by reference).
3(b) By-laws of the Company (filed as Exhibit 3(b) to the Company's Form 10-K for the
fiscal year ended December 31, 1987 (the "1987 Form 10-K"), and incorporated
herein by reference).
4(a) Note Purchase Agreement dated as of June 1, 1990 with respect to 10.53% Senior
Notes due 2005 (filed as Exhibit 4 to the Company's Form 10-Q for the fiscal quarter
ended June 30, 1990, and incorporated herein by reference).
4(b) Note Purchase Agreement dated as of March 1, 1992 with respect to 7.90% Senior
Notes due 2002 (filed as Exhibit 4(c) to the Company's Form l0-K for the year ended
December 31, 1991, and incorporated herein by reference).
</TABLE>
19
<PAGE> 17
(a)(3)(Continued)
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
4(c) Note Purchase Agreement dated as of April 15, 1993 with respect to 7.52% Senior
Notes due 2003 (filed as Exhibit 4 to the Company's Form l0-Q for the fiscal quarter
ended March 31, 1993, and incorporated herein by reference).
4(d) Zero Coupon Convertible Subordinated Note due June 1, 1998 (filed as Exhibit 4(e)
to the Company's 1993 Form 10-K, and incorporated herein by reference).
4(e) Credit Agreement dated as of April 23, 1996 among Carmike Cinemas, Inc., various
banks and Wachovia Bank of Georgia, N.A., as Agent (filed as Exhibit 4 to the
Company's Form 10-Q for the fiscal quarter ended March 31, 1996, and incorporated
herein by reference).
10(a) 1986 Carmike Cinemas, Inc. Class A Stock Option Plan, as amended, together with
form of Stock Option Agreement (filed as Exhibit 10(a) to the Company's Form 10-K
for the year ended December 31, 1990, and incorporated herein by reference).
10(b) Downtown Development Authority of Columbus, Georgia $4,500,000 Industrial
Development Revenue Bonds (Martin Theatres, Inc. Project), Series 1985 (filed
as Exhibit 10(d) to Amendment No. 1 to the Company's Registration Statement
on Form S-1, No. 33-8007 on October 10, 1986, and incorporated herein by
reference).
10(c) Employment Agreement dated August 30, 1986 by and between C. L. Patrick and
the Company, as amended on October 31, 1986 and January 1, 1990 (filed as
Exhibit 10(e) to the Company's Registration Statement on Form S-1, Commission File
No. 33-33558, and incorporated herein by reference).
10(d) Employment Agreement dated January 1, 1993 by and between Michael W. Patrick
and the Company (filed as Exhibit 10(e) to the Company's 1992 Form 10-K and
incorporated herein by reference).
10(e) Aircraft Lease dated July 1, 1983, as amended June 30, 1986, by and between C.L.P.
Equipment and the Company (filed as Exhibit 10(h) to the Company's Registration
Statement on Form S-1, No. 33-8007, and incorporated herein by reference).
10(f) Equipment Lease Agreement dated December 17, 1982 by and between Michael W.
Patrick and the Company (Kingsport, Tennessee) (filed as Exhibit 10(i) to the
Company's Registration Statement on Form S-1, No. 33-8007, and incorporated
herein by reference).
</TABLE>
20
<PAGE> 18
(a)(3)(Continued)
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
10(g) Equipment Lease Agreement dated January 29, 1983 by and between Michael W.
Patrick and the Company (Valdosta, Georgia) (filed as Exhibit 10(j) to the Company's
Registration Statement on Form S-1, No. 33-8007, and incorporated herein by reference).
10(h) Equipment Lease Agreement dated November 23, 1983 by and between Michael W.
Patrick and the Company (Nashville (Belle Meade), Tennessee) (filed as Exhibit 10(k)
to the Company's Registration Statement on Form S-1, No. 33-8007, and incorporated
herein by reference).
10(i) Equipment Lease Agreement dated December 17, 1982 by and between Michael W.
Patrick and the Company (Opelika, Alabama) (filed as Exhibit 10(l) to the Company's
Registration Statement on Form S-1, No. 33-8007, and incorporated herein by
reference).
10(j) Equipment Lease Agreement dated July 1, 1986 by and between Michael W. Patrick
and the Company (Muskogee and Stillwater, Oklahoma) (filed as Exhibit 10(m) to the
Company's Registration Statement on Form S-1, No. 33-8007, and incorporated
herein by reference).
10(k) Equipment Lease Agreement dated December 17, 1982 by and between C. L. Patrick
and the Company (Eastridge, Tennessee) (filed as Exhibit 10(n) to the Company's
Registration Statement on Form S-1, No. 33-8007, and incorporated herein by
reference).
10(l) Summary of Extensions of Equipment Lease Agreements, which are Exhibits 10(f),
10(g), 10(h), 10(i), and 10(k) (filed as Exhibit 10(o) to the 1987 Form 10-K and
incorporated herein by reference).
10(m) Summary of Extensions of the Equipment Lease Agreements, which are Exhibits 10(f),
10(g), 10(h), 10(i), and 10(k) as extended as shown in Exhibit 10(m) (filed as Exhibit
10(n) to the Company's Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).
10(n) Summary of Extensions of Aircraft Lease Agreement and Equipment Lease
Agreement which are Exhibits 10(e) and 10(k) (filed as Exhibit 10(o) to the
Company's Form 10-K for the year ended December 31, 1991 and incorporated
herein by reference).
</TABLE>
21
<PAGE> 19
(a)(3)(Continued)
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
10(o) Carmike Cinemas, Inc. Deferred Compensation Agreement and Trust Agreement dated
as of January 1, 1990 (filed as Exhibit 10(u) to the Company's Form 10-K for the year
ended December 31, 1990, and incorporated herein by reference).
*11 Statement re: Computation of Earnings per share.
*13 1996 Annual Report to Shareholders of Carmike Cinemas, Inc. (with the exception of
the information expressly incorporated by reference in Items 5, 6, 7 and 8, this Annual
Report is not to be deemed "filed" with the Securities and Exchange Commission or
otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of
1934).
*21 List of Subsidiaries.
23 Consent of Ernst & Young LLP
*27 Financial Data Schedule (for SEC use only)
</TABLE>
- ----------------------
* Previously filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1996.
22
<PAGE> 20
(b) Reports on Form 8-K
During the fiscal quarter ended December 31, 1996, the Company did not
file any reports on Form 8-K.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) Financial Statements Schedules
None.
23
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.
CARMIKE CINEMAS, INC.
Date: November 5, 1997 By: /s/ John O. Barwick, III
-------------------------
John O. Barwick, III
Vice President - Finance
24
<PAGE> 22
CARMIKE CINEMAS, INC.
EXHIBIT INDEX
Report on Form 10-K for the fiscal year Ended December 31, 1996
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
2(a) Purchase Contract dated May 20, 1992,
by and between American Multi-Cinema,
Inc. and Carmike Cinemas, Inc.(filed as Exhibit 2(a)
to the company's Form 10-K for the fiscal year ended
December 31, 1992 (the "1992 Form 10-K"), and
incorporated herein by reference).
2(b) Asset Purchase Agreement dated May 12, 1992
by and between Plitt Theatres, Inc., Plitt Southern
Theatres, Inc. and Plitt Cine Theatres, Inc. and
Carmike Cinemas, Inc.(filed as Exhibit 2(b) to the Company's
1992 Form 10-K and incorporated herein by reference).
2(c) Asset Purchase Agreement dated May 21, 1992
by and between Resources Financial and
Carmike Cinemas, Inc.(filed as Exhibit 2(c) to the Company's
1992 Form 10-K and incorporated herein by reference).
2(d) Purchase Contract dated as of November 18, 1992
by and between Cinamerica Theatres, L.P. and
Carmike Cinemas, Inc.(filed as Exhibit 2(d) to the Company's
1992 Form 10-K and incorporated herein by reference).
2(e) Asset Purchase Agreement dated November 19, 1993 by and
between Manos Enterprises, Inc. and Carmike Cinemas, Inc.
(filed as Exhibit 2(e) to the Company's Form 10K for the fiscal
year ended December 31, 1993 (the "1993 Form 10-K") and
incorporated herein by reference).
2(f) Asset Purchase Agreement dated January 21, 1994 by and between
General Cinema Corp. of Georgia, General Cinema Corp. of Virginia,
General Cinema Corp. of West Virginia and Carmike Cinemas, Inc.
(filed as Exhibit 2(f) to the Company's 1993 Form 10-K and
incorporated herein by reference).
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
2(g) Asset Purchase Agreement dated May 18, 1994 by and
between Cinema World, Inc. and Carmike Cinemas, Inc.
(filed as Exhibit 2(a) to the Company's Form 8-K filed on
June 6, 1994 and incorporated herein by reference).
2(h) Agreement dated as of March 17, 1995 by and between
Floyd Theatres, Inc., Tallahassee Theatres, Inc., Floyd
Theatres of Georgia, Inc., MasTec, Inc. and Carmike
Cinemas, Inc.(filed as Exhibit 2(h) to the Company's
Form 10-K for fiscal year ended December 31, 1994
(the "1994 Form 10-K") and incorporated herein by
reference).
2(i) Agreement dated as of June 2, 1995 by and between
Carmike Cinemas, Inc. and Plitt Theatres, Inc. (filed as
Exhibit 12 to the Company's Form 10-Q for the fiscal
quarter ended June 30, 1995, and incorporated
herein by reference).
2(j) Agreement dated as of September 8, 1995 by and between
Midcontinent Theatre Company of Minnesota, Midcontinent
Theatre Company of South Dakota, Midcontinent Theatre
Company of North Dakota and Carmike Cinemas, Inc.
(filed as Exhibit 4 to the Company's Form 10-Q for the fiscal
quarter ended September 30, 1995, and incorporated
herein by reference).
2(k) Agreement dated as of October 19, 1995 by and between
Cinemark USA, Inc., Carmike Cinemas, Inc. and Eastwynn
Theatres, Inc. (filed as Exhibit 5 to the Company's Form 10-Q
for the fiscal quarter ended September 30, 1995, and
incorporated herein by reference).
2(l) Asset Purchase Agreement dated as of January 25, 1996
by and between Fox Theatres Corp., Carmike Cinemas, Inc.
and Eastwynn Theatres, Inc.(filed as Exhibit 2(l) to the Company's
Form 10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference).
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
3(a)(i) Restated Certificate of Incorporation of the Company
(filed as Exhibit 3(a) to the Company's Form 10-Q for the
fiscal quarter ended June 30, 1995, and incorporated
herein by reference).
3(a)(ii) Certificate of Amendment of Restated Certificate of Incorporation
(filed as Exhibit 3(b) to the Company's Form 10-Q for the
quarter ended June 30, 1995, and incorporated herein by
reference).
3(b) By-Laws of the Company (filed as Exhibit 3(b) to the
Company's Form 10-K for the fiscal year ended
December 31, 1987 (the "1987 Form 10-K"),
and incorporated herein by reference).
4(a) Note Purchase Agreement dated as of June 1, 1990
with respect to 10.53% Senior Notes due 2005
(filed as Exhibit 4 to the Company's Form 10-Q for
the fiscal quarter ended June 30, 1990, and
incorporated herein by reference).
4(b) Note Purchase Agreement dated as of March 1, 1992
with respect to 7.90% Senior Notes due 2002
(filed as Exhibit 4(c) to the Company's Form l0-K
for the year ended December 31, 1991, and
incorporated herein by reference).
4(c) Note Purchase Agreement dated as of April 15, 1993
with respect to 7.52% Senior Notes due 2003 (filed as
Exhibit 4 to the Company's Form 10-Q for the fiscal quarter
ended March 31, 1993, and incorporated herein by reference).
4(d) Zero Coupon Convertible Subordinated Note due June 1, 1998
(filed as Exhibit 4(e) to the Company's 1993 Form 10-K, and
incorporated herein by reference).
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
4(e) Credit Agreement dated as of April 23, 1996 among Carmike
Cinemas, Inc., various banks and Wachovia Bank of
Georgia, N.A., as Agent (filed as Exhibit 4 to the Company's
Form 10-Q for the fiscal quarter ended March 31, 1996,
and incorporated herein by reference).
10(a) 1986 Carmike Cinemas, Inc. Class A Stock Option Plan,
as amended, together with form of Stock Option Agreement
(filed as Exhibit 10(a) to the Company's Form 10-K
for the year ended December 31, 1990, and incorporated
herein by reference).
10(b) Downtown Development Authority of Columbus, Georgia
$4,500,000 Industrial Development Revenue Bonds
(Martin Theatres, Inc. Project), Series 1985 (filed as
Exhibit 10(d) to Amendment No. 1 to the Company's
Registration Statement on Form S-1, No. 33-8007 on
October 10, 1986, and incorporated herein by reference).
10(c) Employment Agreement dated August 30, 1986 by and
between C. L. Patrick and the Company, as amended on
October 31, 1986 and January 1, 1990 (filed as Exhibit 10(e)
to the Company's Registration Statement on Form S-1,
Commission File No. 33-33558, and incorporated herein
by reference).
10(d) Employment Agreement dated January 1, 1993
by and between Michael W. Patrick and the Company,
(filed as Exhibit 10(e) to the Company's 1992 Form 10-K
and incorporated herein by reference).
10(e) Aircraft Lease dated July 1, 1983, as amended
June 30, 1986, by and between C.L.P.
Equipment and the Company (filed as Exhibit 10(h)
to the Company's Registration Statement on Form S-1,
No. 33-8007, and incorporated herein by reference).
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
10(f) Equipment Lease Agreement dated December 17, 1982
by and between Michael W. Patrick and the Company
(Kingsport, Tennessee) (filed as Exhibit 10(i) to the
Company's Registration Statement on Form S-1,
No. 33-8007, and incorporated herein by reference).
10(g) Equipment Lease Agreement dated January 29, 1983
by and between Michael W. Patrick and the Company
(Valdosta, Georgia) (filed as Exhibit 10(j) to the Company's
Registration Statement on Form S-1, No. 33-8007, and
incorporated herein by reference).
10(h) Equipment Lease Agreement dated November 23, 1983
by and between Michael W. Patrick and the Company
(Nashville (Belle Meade), Tennessee) (filed as Exhibit 10(k)
to the Company's Registration Statement on Form S-1,
No. 33-8007, and incorporated herein by reference).
10(i) Equipment Lease Agreement dated December 17, 1982
by and between Michael W. Patrick and the Company
(Opelika, Alabama) (filed as Exhibit 10(l) to the Company's
Registration Statement on Form S-1, No. 33-8007, and
incorporated herein by reference).
10(j) Equipment Lease Agreement dated July 1, 1986 by and
between Michael W. Patrick and the Company (Muskogee
and Stillwater, Oklahoma) (filed as Exhibit 10(m) to the
Company's Registration Statement on Form S-1,
No. 33-8007, and incorporated herein by reference).
10(k) Equipment Lease Agreement dated December 17, 1982
by and between C. L. Patrick and the Company
(Eastridge, Tennessee) (filed as Exhibit 10(n) to the Company's
Registration Statement on Form S-1, No. 33-8007, and
incorporated herein by reference).
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
<S> <C> <C>
10(l) Summary of Extensions of Equipment Lease Agreements,
which are Exhibits 10(f), 10(g), 10(h), 10(i), and 10(k)
(filed as Exhibit 10(o) to the 1987 Form 10-K and
incorporated herein by reference).
10(m) Summary of Extensions of the Equipment Lease Agreements,
which are Exhibits 10(f), 10(g), 10(h), 10(i) and 10(k) as
extended as shown in Exhibit 10(m) (filed as Exhibit 10(n)
to the Company's Form 10-K for the year ended December 31,
1991 and incorporated herein by reference).
10(n) Summary of Extensions of Aircraft Lease Agreement and
Equipment Lease Agreement which are Exhibits 10(e) and
10(k) (filed as Exhibit 10(o) to the Company's Form 10-K
for the year ended December 31, 1991 and incorporated
herein by reference).
10(o) Carmike Cinemas, Inc. Deferred Compensation Agreement and
Trust Agreement dated as of January 1, 1990 (filed as Exhibit
10(u) to the Company's Form 10-K for the year ended December
31, 1990, and incorporated herein by reference).
*11 Statement re: Computation of Earnings per share.
*13 1996 Annual Report to Shareholders of Carmike Cinemas,
Inc. (with the exception of the information expressly
incorporated by reference in Items 5, 6, 7 and 8, this Annual
Report is not to be deemed "filed" with the Securities and
Exchange Commission or otherwise subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934).
*21 List of Subsidiaries.
23 Consent of Ernst & Young LLP
*27 Financial Data Schedule (for SEC use only)
</TABLE>
- -----------------
* Previously filed.
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in this amended Annual Report on
Form 10-K/A of Carmike Cinemas, Inc. for the year ended December 31, 1996, of
our report dated February 3, 1997, included in the 1996 Annual Report to
Shareholders of Carmike Cinemas, Inc. and subsidiaries.
We also consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-13723 and Form S-8 No. 33-48011) pertaining to the stock option
plan of Carmike Cinemas, Inc. and subsidiaries of our report dated February 3,
1997, included in the 1996 Annual Report to Shareholders of Carmike Cinemas,
Inc. and subsidiaries which is incorporated by reference in the amended Annual
Report on Form 10-K/A of Carmike Cinemas, Inc. for the year ended December 31,
1996.
/s/ ERNST & YOUNG LLP
Columbus, Georgia
October 31, 1997
