<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 SEPTEMBER 30, 1998
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)
<TABLE>
<S> <C>
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)
</TABLE>
(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 --
9,942,487 shares outstanding as of November 10, 1998
Class B Common Stock, $.03 par value --
l,420,700 shares outstanding as of November 10, 1998
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(Unaudited)
(000's omitted)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,843 $ 16,545
Short-term investments 800 3,042
Recoverable construction allowances
under capital leases -0- 2,100
Accounts and notes receivable 3,174 758
Inventories 3,761 3,082
Prepaid expenses 5,909 5,448
----------- ----------
TOTAL CURRENT ASSETS 19,487 30,975
OTHER ASSETS 23,041 23,817
PROPERTY AND EQUIPMENT
Total cost 751,278 646,161
Accumulated depreciation & amortization (173,003) (149,105)
------------ -------------
578,275 497,056
EXCESS OF COST OVER FAIR
VALUE OF TANGIBLE ASSETS
ACQUIRED 66,760 68,149
----------- -----------
$ 687,563 $ 619,997
=========== ===========
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(Unaudited)
(000's omitted)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 20,962 $ 26,122
Accrued expenses 22,437 17,833
Current maturities of long-term debt
and capital lease obligations - Note B 31,787 19,077
----------- ----------
TOTAL CURRENT LIABILITIES 75,186 63,032
LONG TERM LIABILITIES
Long-term debt, less current maturities-Note B 277,061 222,242
Senior notes, less current maturities 65,909 79,870
Capital lease obligations, less current maturities 38,772 39,550
Deferred income taxes 14,431 12,431
----------- ------------
396,173 354,093
SHAREHOLDERS' EQUITY
Class A Common Stock, $.03 par value, one vote
per share, authorized 22,500,000 shares,
issued 9,942,487 and 9,918,587 shares, respectively 298 298
Class B Common Stock, $.03 par value, ten votes per
share, authorized 5,000,000 shares, issued and
outstanding 1,420,700 shares 43 43
Paid-in capital 105,093 104,677
Retained earnings 110,770 97,854
----------- ------------
216,204 202,872
----------- -----------
$ 687,563 $ 619,997
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
-------- -------- -------- --------
(000's omitted except per share data)
<S> <C> <C> <C> <C>
REVENUES
Admissions $ 92,126 $ 88,626 $248,777 $241,473
Concessions and other 42,594 40,110 113,783 105,794
-------- -------- -------- --------
134,720 128,736 362,560 347,267
COSTS AND EXPENSES
Film exhibition costs 47,027 47,571 132,128 126,166
Concession costs 5,445 5,382 15,056 13,763
Other theatre operating costs 49,738 46,532 141,795 132,402
General and administrative 1,820 1,485 5,319 4,713
Depreciation and amortization 9,769 8,346 27,843 24,183
-------- -------- -------- --------
113,799 109,316 322,141 301,227
-------- -------- -------- --------
OPERATING INCOME 20,921 19,420 40,419 46,040
Interest expense 6,792 6,148 19,586 16,791
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 14,129 13,272 20,833 29,249
Income taxes 5,369 5,044 7,917 11,115
-------- -------- -------- --------
NET INCOME $ 8,760 $ 8,228 $ 12,916 $ 18,134
======== ======== ======== ========
NET INCOME PER SHARE
Basic $ .77 $ .73 $ 1.14 $ 1.61
======== ======== ======== ========
Diluted $ .77 $ .72 $ 1.13 $ 1.59
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
CARMIKE CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
----------- ------------
(000's omitted)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 12,916 $ 18,134
Items which did not use cash:
Depreciation and amortization 27,843 24,183
Deferred income taxes 2,000 -0-
Gain on sale of property and equipment (1,257) (2,130)
Changes in operating assets and liabilities:
Accounts and notes receivable and inventories (3,095) (2,927)
Prepaid expenses (461) (2,051)
Accounts payable (5,159) (4,531)
Accrued expenses 4,604 6,015
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 37,391 36,693
INVESTING ACTIVITIES
Purchases of property and equipment (107,841) (104,770)
Purchases of assets from other theatre operators -0- (16,800)
Disposals of property and equipment 1,682 5,214
Decrease (increase) in:
Short-term investments 2,242 4,681
Other 519 (6,227)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (103,398) (117,902)
FINANCING ACTIVITIES Debt and other liabilities:
Borrowings under revolving credit line 2,317,500 1,598,500
Repayments of revolving credit line (2,246,000) (1,513,000)
Payments on long term obligations (18,710) (11,177)
Issuance of Class A Common Stock 415 4,757
Recoverable construction allowances
under capital leases 2,100 (2,827)
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 55,305 76,253
----------- -----------
DECREASE IN CASH AND
CASH EQUIVALENTS (10,702) (4,956)
Cash and cash equivalents at beginning of period 16,545 5,569
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 5,843 $ 613
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1998
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 nine-month periods
ended September 30, 1998 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1998. 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, 1997.
NOTE B -- REVOLVING CREDIT FACILITY
On October 17, 1997, the Company entered into a credit agreement (the "1997
Credit Agreement") with a consortium of twelve banks which provides a revolving
line of credit of up to $275 million for working capital, acquisitions and other
general corporate purposes. The revolving line of credit under the 1997 Credit
Agreement is available for a five-year period. The Company has the option to
borrow at rates based on either the base rate of Wachovia Bank, N.A. or LIBOR +
.875% and is required to pay annual fees of .30% on the full amount of the
facility. The interest rate and facility fees are subject to adjustment based
upon the Company's ratio of defined funded debt to defined cash flows.
On August 3, 1998, Wachovia Bank of Georgia, N.A. provided the Company a $50
million loan (the "Loan") (the Loan and the 1997 Credit Agreement are
collectively known as the "Bank Agreements"). The Loan matures December 31, 1998
and the Company pays interest under the Loan at the same rates as under the 1997
Credit Agreement. At September 30, 1998, $16.5 million was outstanding under
this facility.
At September 30, 1998, the Company had $33.5 million available for borrowings
under the Bank Agreements. The Company has classified all amounts outstanding
under the 1997 Credit Agreement as long-term in the accompanying Consolidated
Balance Sheets because management intends that at least that amount would remain
outstanding during 1998. The Company entered into amendments effective September
29, 1998 with respect to each of the Bank Agreements in order to modify certain
of the financial covenants contained therein.
6
<PAGE> 7
CARMIKE CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1998
NOTE C -- EARNINGS PER SHARE
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<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 11,362 11,339 11,355 11,257
Effect of dilutive securities -
Employee stock options 53 115 70 118
------- ------- ------- -------
Diluted 11,415 11,454 11,425 11,375
======= ======= ------- -------
NET INCOME $ 8,760 $ 8,228 $12,916 $18,134
======= ======= ======= =======
EARNINGS PER COMMON SHARE
Basic $ .77 $ .73 $ 1.14 $ 1.61
======= ======= ======= =======
Diluted $ .77 $ .72 $ 1.13 $ 1.59
======= ======= ======= =======
</TABLE>
NOTE D - ACCOUNTING POLICIES NOT YET ADOPTED
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and for Hedging Activities. Statement No. 133 provides a
comprehensive standard for the recognition and measurement of derivatives and
hedging activities. Statement No. 133 requires all derivatives to be recorded on
the balance sheet at fair value and establishes "special accounting" for the
different types of hedges. Though the accounting treatment and criteria for each
type of hedge is unique, they all result in recognizing offsetting changes in
value or cash flows of both the hedge and the hedged item in earnings in the
same period. Changes in the fair value of derivatives that do not meet the hedge
criteria are included in earnings in the period of the change.
In April 1998, AcSEC issued SOP 98-5, Reporting on the Costs of Start-Up
Activities. Start-up costs, including organizational costs, are expensed as
incurred under SOP 98-5. Upon adoption, SOP 98-5 requires the write-off, as a
cumulative effect of a change in accounting principle, of any previously
capitalized start-up or organizational costs.
The Company plans to adopt Statement No. 133 in 2000 and SOP 98-5 in 1999, but
has not yet completed its analysis of the impact, if any, that Statement No. 133
and SOP 98-5 may have on its financial statements.
7
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
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, 1997 (the "1997 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 with respect to future events, trends,
market conditions and financial performance, among other matters. Without
limiting the generality of the foregoing, the words "believe," "anticipate,"
"estimate," "expect," "intend," "plan," "seek," and similar expressions, when
used in this report and in such other statements, are intended to identify
forward-looking statements. 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, the effect of
consolidations in the movie exhibition industry and competition with other forms
of entertainment and representations by the Company's vendors and counterparties
as to Year 2000 issues, as well as those factors discussed or identified from
time to time in the Company's filings with the SEC, including, but not limited
to, the Company's 1997 Form 10-K.
RESULTS OF OPERATIONS
Total revenues for the quarter ended September 30, 1998 increased 4.6% to $134.7
million from $128.7 million for the quarter September 30, 1997. This increase
consists of a $3.5 million increase in admissions and a $2.5 million increase in
concessions and other. The increases are attributed to additional revenues
generated by the increased number of screens in operation, an increase in the
average admission sale per patron, and an increase in the average concession
sale per patron. For the quarter ended September 30, 1998, the Company's average
admission price was $4.21, its average concession sale per patron was $1.79 and
revenue per average screen was $48,936. For the quarter ended September 30,
1997, the Company's average admission price was $4.17, its average concession
sale per patron was $1.68 and revenue per average screen was $47,609.
Total revenues for the nine months ended September 30, 1998 increased 4.4% to
$362.6 million from $347.3 million for the nine months ended September 30, 1997.
This increase consists of a $7.3 million increase in admissions and a $8.0
million 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, increases in admission prices, and an increase in the average
concession sale per patron. For the nine months ended September 30, 1998, the
Company's average admission price was $4.25, its average concession sale per
patron was $1.78 and revenue per average screen was $132,612. For the nine
months ended September 30, 1997, the Company's average admission price was
$4.23, its average concession sale per patron was $1.67 and revenue per average
screen was $132,444.
8
<PAGE> 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
Cost of operations (film exhibition costs, concession costs and other theatre
operating costs) increased 2.7% from $99.5 million for the quarter ended
September 30, 1997 to $102.2 million for the quarter ended September 30, 1998.
This dollar increase is due to the increased number of screens in operation. As
a percentage of total revenues, cost of operations decreased to 75.9% of total
revenues in the quarter ended September 30, 1998 from 77.3% for the quarter
ended September 30, 1997 due to a lower level of film exhibition costs as a
percentage of total revenues combined with a reduction in the cost of
concessions.
Cost of operations for the nine months ended September 30, 1998 increased 6.1%
from $272.3 million for the nine months ended September 30, 1997 to $289.0
million, due to the increased number of screens in operation, plus a higher
level of film exhibition costs paid due to films that did not play for an
extended period of time and a slight increase in concession costs. As a
percentage of total revenues, cost of operations increased from 78.4% of total
revenues to 79.7% of total revenues in the nine months ended September 30, 1998
for the reasons enumerated above.
General and administrative costs for the quarter ended September 30, 1998
increased to 1.4% of total revenues from 1.2% of total revenues for the quarter
ended September 30, 1997 primarily due to increased staffing.
General and administrative costs for the nine months ended September 30, 1998
increased to 1.5% of total revenues from 1.4% of total revenues for the quarter
ended September 30, 1997.
Depreciation and amortization increased to $9.8 million for the quarter ended
September 30, 1998 from $8.3 million due to additional depreciation and
amortization from the Company's expansions in 1997 and 1998.
Depreciation and amortization for the nine months ended September 30, 1998
increased from $24.2 million to $27.8 million due to additional depreciation and
amortization from the Company's acquisitions and expansions in 1997 and 1998.
Interest expense for the quarter ended September 30, 1998 increased to $6.8
million from $6.1 million due to the increase in the average amount of
outstanding debt and increase in the rate the Company is paying under its loan
agreements.
Interest expense for the nine months ended September 30, 1998 increased to $19.6
million from $16.8 million for the nine months ended September 30, 1997 due to
the increase in the average amount of outstanding debt.
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.
9
<PAGE> 10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
On October 17, 1997, the Company entered into a new credit agreement (the "1997
Credit Agreement") with a consortium of twelve banks which provides a revolving
line of credit of up to $275 million for working capital, acquisitions and other
general corporate purposes. The revolving line of credit under the 1997 Credit
Agreement is available for a five-year period. The Company has the option to
borrow at interest rates based on either the bank base rate or LIBOR plus .875%
and is required to pay annual commitment fees of .30% 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.
On August 3, 1998, Wachovia Bank of Georgia, N.A. provided the Company a
$50 million loan (the "Loan") (the Loan and the 1997 Credit Agreement are
collectively referred to herein as the "Bank Agreements"). As amended, the Loan
matures December 31, 1998 and bears interest at the same rates as the 1997
Credit Agreement. At September 30, 1998, $16.5 million was outstanding under
this facility.
The Bank Agreements, as well as certain outstanding unsecured notes of the
Company held by institutional investors (the "Senior Notes") and a master lease
facility with Movieplex Realty Leasing L.L.C. (the "Master Lease," and, together
with the Bank Agreements and Senior Notes, the "Financing Arrangements") contain
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 entered into
amendments effective September 29, 1998 or September 30, 1998, as the case may
be, with respect to each of the Financing Arrangements in order to gain relief
from certain of the financial covenants contained therein. Following these
amendments, the Company is in compliance with all of the terms of its Financing
Arrangements.
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 the first nine months of 1998, such capital expenditures
totaled $107.8 million. The Company estimates that total capital expenditures
for 1998 will be approximately $150.0 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 lines (see Note B of the Notes to Condensed Consolidated Financial
Statements (Unaudited) 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
or sale/leasebacks. On November 10, 1998, the Company had approximately $6.2
million in cash and short term investments on hand and approximately $17.0
million was available under the Company's revolving credit lines.
Cash from operating activities was $37.4 million for the nine months ended
September 30, 1998, compared to $36.7 million for the nine months ended
September 30, 1997. The increase in cash flow from operating activities was
primarily due to the increase in accounts payable. Net cash used in investing
activities was $103.4 million for the nine months ended September 30, 1998 as
compared to $117.9 million in the prior year period. This decrease in cash used
in investing activities was primarily due to the decreased level of capital
expenditures. For the nine-month periods ended September 30, 1998 and 1997, cash
provided by financing activities was $55.3 million and $76.3 million,
respectively. The decrease in cash provided by financing activities was due to a
decreased level of net borrowings under the Company's revolving credit line
combined with the repayment of a subordinated note that matured in June 1998.
10
<PAGE> 11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
YEAR 2000
The Year 2000 issue refers generally to the data structure problem that may
prevent systems from properly recognizing dates after the year 1999. The Year
2000 issue affects information technology ("IT") systems, such as computer
programs and various types of electronic equipment that process date information
by using only two digits rather than four digits to define the applicable year,
and thus may recognize a date using "00" as the year 1900 rather than the year
2000. The issue also affects some non-IT systems, such as devices which rely on
a microcontroller to process date information. The Year 2000 issue could result
in system failures or miscalculations, causing disruptions of a company's
operations. Moreover, even if a company's systems are Year 2000 compliant, a
problem may exist to the extent that the data that such systems process is not.
The Company's State of Readiness. The Company has implemented a Year 2000
compliance program designed to ensure that the Company's computer systems and
applications will function properly beyond 1999. The Company's Year 2000
compliance program has three phases: (1) identification, (2) remediation
(including modification, upgrading and replacement) and (3) testing. The
Company's Year 2000 compliance program is an ongoing process involving continual
evaluation and may be subject to a change in response to new developments.
The Company has three material internal IT systems: (1) its accounting system,
(2) its proprietary IQ-Zero point-of-sale system and (3) a film system through
which the Company manages the booking of the films shown in its theatres. The
Company has completed the identification, remediation and testing phases with
respect to its accounting system. Although the Company has completed the
identification and remediation phases with respect to its IQ-Zero and film
systems, the testing phase will not be completed until first quarter 1999. The
Company has conducted a survey of its theatres and has not identified any non-IT
systems the failure of which to be Year 2000 compliant would have a material
adverse effect on the Company's business, operating results or financial
condition. The Company has surveyed its material vendors and suppliers
(including concession, technical and film suppliers) and the financial
institutions with whom it has material relationships. Based on such survey, the
Company is not aware of any material third-party Year 2000 risks.
Costs to Address the Company's Year 2000 Issues. The Company estimates that the
cost of remediation of problems related to Year 2000 issues will be less than
$50,000. This cost includes the cost of upgrading its film system.
The Company's Contingency Plans. If the Company's internal IT systems are not
Year 2000 compliant on a timely basis, the Company plans to operate such systems
manually until any Year 2000 issues are remediated. Such remediation may result
in loss of data and information and increased costs of operations. In addition,
if the IQ-Zero system failed to operate properly due to Year 2000 problems,
local management staff may not be able to focus their attention on their
customers and theatre needs. The Company expects to maintain close contact with
the third parties with whom the Company has material relationships, such as
vendors, suppliers and financial institutions, during the period immediately
before and after January 1, 1999 to ensure that such third parties' Year 2000
issues do not affect the Company's operations.
The Risks of the Company's Year 2000 Issues. In light of its compliance efforts,
the Company does not believe that the Year 2000 issue will materially adversely
affect operations or results of operations, and does not expect implementation
to have a material impact on the Company's financial statements. However, there
can be no assurance that the Company's systems will be Year 2000 compliant prior
to December 31, 1999, or that the failure of any such
11
<PAGE> 12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
system will not have a material adverse effect on the Company's business,
operating results and financial condition. To the extent the Year 2000 problem
has a material adverse effect on the business, operations or financial condition
of third parties with whom the Company has material relationships, such as
vendors, suppliers and financial institutions, the Year 2000 problem could also
have a material adverse effect on the Company's business, results of operations
and financial condition.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 5. Other Information
On June 30, 1998, the Company executed a Settlement Agreement with the U.S.
Department of Justice under Title III of the Americans with Disabilities
Act("ADA"). Under this agreement, Carmike agreed to complete the readily
achievable removal of barriers to accessibility, or alternatives to barrier
removal, at two theatres operated by Carmike in Des Moines, Iowa. Additionally,
as per the Settlement Agreement, Carmike distributed to all of its theatres a
questionnaire designed to assist Carmike management in the identification of
existing, potential barriers and a threshold determination of what steps might
be available for removal of such existing, potential barriers.
The Company constructs new theatres to be accessible to the disabled and
believes it is otherwise in substantial compliance with 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.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
4.1 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc.
$275,000,000 Credit Agreement
4.2 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc.
Master Lease with Movieplex Realty Leasing, L.L.C.
4.3 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc.
7.90% Senior Notes due 2002
4.4 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc.
7.52% Senior Notes due 2003
4.5 -- Amendment dated September 29, 1998 of Carmike Cinemas, Inc.
10.53% Senior Notes due 2005
27.1 -- Financial Data Schedule (for SEC use only)
27.2 -- Restated Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None
13
<PAGE> 14
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: November 16, 1998 By: /s/ Michael W. Patrick
----------------------------- ---------------------------------
Michael W. Patrick - President
(Chief Executive Officer)
Date: November 16, 1998 By: /s/ John O. Barwick, III
----------------------------- ---------------------------------
John O. Barwick, III - Vice
President Finance
(Chief Accounting and
Financial Officer)
14
<PAGE> 1
EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of the 29th day of September, 1998, among CARMIKE CINEMAS, INC., a Delaware
corporation (the "Borrower"), WACHOVIA BANK, N.A. as Agent (the "Agent") under
the Credit Agreement (as herein defined) and the BANKS named in the Credit
Agreement.
Background:
The Borrower, the Agent and the Banks have entered into a certain
Credit Agreement dated as of October 17, 1997 (the "Credit Agreement").
The Borrower, the Agent and the Banks wish to amend the Credit
Agreement in certain respects, as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings assigned to them in
the Credit Agreement.
SECTION 2. Amendments. The Credit Agreement is hereby amended as
follows:
SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by amending and restating in their entirety the
definitions of the terms "Bridge Loan Agreement" and "Lease" to read as follows:
"Bridge Loan Agreement" means the Loan Agreement dated as of
August 3, 1998 between the Borrower and Wachovia, providing for loans
by Wachovia to the Borrower from time to time in an aggregate principal
amount not exceeding $50,000,000, as amended, supplemented or otherwise
modified from time to time.
"Lease" means the Master Lease dated as of November 20, 1997
between Movieplex Realty Leasing, L.L.C., as Landlord, and the
Borrower, as Tenant, as amended pursuant to a First Amendment to Master
Lease dated as of September 29, 1998 between Movieplex Realty Leasing,
L.L.C. and the Borrower.
SECTION 2.2. Amendment to Section 5.04. Section 5.04 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5.04. Ratio of Consolidated Funded Debt to
Consolidated Cash Flow. At the end of each Fiscal Quarter ending as
provided in the following table, the ratio of Consolidated Funded Debt
at the end of such Fiscal Quarter to Consolidated Cash Flow for the
period of 4 consecutive Fiscal Quarters ending on such date will not be
greater than the applicable ratio provided in the following table:
<PAGE> 2
<TABLE>
Fiscal Quarter Ending Applicable Ratio
--------------------- ----------------
<S> <C>
September 30, 1997 4.5 to 1.00
December 31, 1997 4.5 to 1.00
March 31, 1998 4.5 to 1.00
June 30, 1998 4.5 to 1.00
September 30, 1998 5.0 to 1.00
December 31, 1998 and thereafter 4.5 to 1.00
</TABLE>
SECTION 2.3 Addition of Section 5.22. A new Section 5.22 is hereby
added to the Credit Agreement to read in its entirety as follows:
SECTION 5.22. Limitation on Consolidated Funded Debt. Neither
the Borrower nor any Restricted Subsidiary will incur, create, assume
or suffer to exist any Consolidated Funded Debt, other than (i) loans
made under the Bridge Loan Agreement so long as the final maturity date
of any of such loans is no later than January 31, 1999, (ii) Loans
under this Agreement, (iii) Consolidated Funded Debt outstanding from
time to time under the Lease, (iv) Consolidated Funded Debt (other than
loans or Consolidated Funded Debt described in clause (i), clause (ii)
or clause (iii) of this Section) set forth or reflected on the
consolidated balance sheet of the Borrower and its Restricted
Subsidiaries for the Fiscal Quarter ending September 30, 1998 delivered
to the Banks pursuant to Section 5.01(b), and (v) any extension,
renewal or refinancing of Consolidated Funded Debt described in clause
(iv) of this Section made on terms no less favorable to the Borrower or
such Restricted Subsidiary than the terms of the Consolidated Funded
Debt being so extended, renewed or refinanced immediately prior to such
extension, renewal or refinancing.
SECTION 3. No Other Amendment. Except for the amendments set forth
above, the text of the Credit Agreement shall remain unchanged and in full force
and effect. This Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be construed
together as a single instrument and any reference to the "Agreement" or any
other defined term for the Credit Agreement in the Credit Agreement, the Notes
or any certificate, instrument or other document delivered pursuant thereto
shall mean the Credit Agreement as amended hereby and as it may be amended,
supplemented or otherwise modified hereafter.
SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants in favor of the Agent and the Banks as follows:
2
<PAGE> 3
(a) No Default or Event of Default under the Credit Agreement has
occurred and is continuing on the date hereof;
(b) The Borrower has the corporate power and authority to enter
into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and each of this
Amendment and the Credit Agreement, as amended hereby constitutes the legal,
valid and binding obligation of the Borrower enforceable against it in
accordance with its terms; provided, that the enforceability of each of this
Amendment and the Credit Agreement as amended hereby is subject to general
principles of equity and to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally; and
(d) The execution and delivery of this Amendment and the
Borrower's performance hereunder and under the Credit Agreement as amended
hereby do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the
Borrower other than those which have already been obtained or given, nor be in
contravention of or in conflict with the Articles of Incorporation or Bylaws of
the Borrower, or the provision of any statute, or any judgment, order or
indenture, instrument, agreement or undertaking, to which the Borrower is a
party or by which its assets or properties are or may become bound.
SECTION 5. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of Georgia with respect to agreements made and
to be performed wholly in the State of Georgia and shall be construed,
interpreted, performed and enforced in accordance therewith.
SECTION 7. Effective Date. This Amendment shall become effective as of
September 29, 1998, but only upon satisfaction of the following conditions
precedent:
(a) receipt by the Agent from the Borrower, the Guarantors and at
least those Banks together constituting the Required Banks of either a duly
executed signature page from a counterpart of this Amendment or a facsimile
transmission of a duly executed signature page from a counterpart of this
Amendment, signed by such party;
(b) receipt by the Agent for the ratable account of each Bank of
the fee provided for in Section 8 of this Amendment;
3
<PAGE> 4
(c) receipt by the Agent of fully executed counterparts of
amendments to the agreements pursuant to which the Senior Notes more
particularly identified on Schedule A hereto were issued by the Borrower, such
amendments to be in form and substance satisfactory to the Agent and the
Required Banks;
(d) receipt by the Agent of a fully executed counterpart of an
amendment to the Lease, such amendment to be in form and substance satisfactory
to the Agent and the Required Banks; and
(e) receipt by the Agent of a waiver executed by Wachovia Bank,
N.A. with respect to the Bridge Loan Agreement, in form and substance
satisfactory to the Agent and the Required Banks.
SECTION 8. Amendment Fee. On the date first set forth above, the
Borrower shall pay to the Agent for the ratable account of each Bank an
amendment fee equal to the product of such Bank's Commitment (irrespective of
usage) as of such date multiplied by .25%.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their respective authorized officers as of the day
and year first above written.
BORROWER:
CARMIKE CINEMAS, INC.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 5
WACHOVIA BANK, N.A., as Agent and as a Bank
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 6
FIRST UNION NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 7
SUNTRUST BANK, ATLANTA
By: /s/ [SEAL]
------------------------
Title:
and
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 8
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 9
THE BANK OF NEW YORK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 10
FIRST AMERICAN NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 11
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 12
THE SANWA BANK LIMITED
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 13
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 14
COLUMBUS BANK AND TRUST COMPANY
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 15
HIBERNIA NATIONAL BANK
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 16
THE SUMITOMO BANK, LIMITED
By: /s/ [SEAL]
------------------------
Title:
By: /s/ [SEAL]
------------------------
Title:
[Remainder of this page intentionally left blank]
<PAGE> 17
Consented and agreed to by the following Guarantors as of the date first set
forth above:
WOODEN NICKEL PUB, INC.
By: /s/ [SEAL]
------------------------
Title:
EASTWYNN THEATERS, INC.
By: /s/ [SEAL]
------------------------
Title:
MILITARY SERVICES, INC.
By: /s/ [SEAL]
------------------------
Title:
<PAGE> 18
SCHEDULE A
SENIOR NOTES
1. Carmike Cinemas, Inc. 10.53% Senior Notes Due 2005, dated as of June 1,
1990, by and between Carmike Cinemas, Inc. and The Mutual Life
Insurance Company of New York, AUSA Life Insurance Company, General
Services Life Insurance Company, Life Investors Insurance Company of
America, Monumental Life Insurance Company, Pacific Fidelity Life
Insurance Company, National Old Line Insurance Company, IDS Life
Insurance Company, IDS Life Insurance Company of New York, American
Enterprise Life Insurance Company
2. Carmike Cinemas, Inc. 7.90% Senior Notes Due 2002, dated as of March 3,
1992 by and between Carmike Cinemas, Inc. and Teachers Insurance and
Annuity Association of America
3. Carmike Cinemas, Inc. 7.52% Senior Notes Due 2003, dated as of April
15, 1993 by and between Carmike Cinemas, Inc. and Teachers Insurance
and Annuity Association of America
<PAGE> 1
EXHIBIT 4.2
FIRST AMENDMENT TO MASTER LEASE
THIS FIRST AMENDMENT TO MASTER LEASE (this "Amendment") is made as of
the 29th day of September, 1998, among MOVIEPLEX REALTY LEASING, L.L.C., a New
Jersey limited liability company as Landlord ("Landlord"), and CARMIKE CINEMAS,
INC., a Delaware corporation as tenant ("Tenant").
Background:
The Landlord and the Tenant have entered into a certain Master Lease
dated as of November 20, 1997 (the "Master Lease").
The Landlord and the Tenant wish to amend the Master Lease in certain
respects, as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings assigned to them in
the Master Lease.
SECTION 2. Amendments. The Master Lease is hereby amended as follows:
SECTION 2.1. Amendment to Section 1.01. Section 1.01 of the Master
Lease is hereby amended by amending and restating in its entirety the definition
of the term "Credit Agreement" to read as follows:
"Credit Agreement" means the Credit Agreement dated October
17, 1997 among Tenant, each of the banks listed therein and Wachovia
Bank, N.A., as agent, as heretofore amended, modified and supplemented
and as further amended by that certain First Amendment dated as of
September 29, 1998, among Tenant, each of the banks listed therein and
Wachovia Bank, N.A., as agent.
SECTION 2.2. Amendment to Section 1.01. Section 1.01 of the Master
Lease is hereby further amended by adding in appropriate alphabetical order a
new definition of the term "Bridge Loan Agreement" to read as follows:
"Bridge Loan Agreement" means the Loan Agreement dated as of
July 9, 1998 between the Tenant and Wachovia Bank, N.A., providing for
loans by
- - --------------------------
THIS AMENDMENT, THE LEASE AND THE LEASED PROPERTY COVERED HEREBY AND THEREBY
HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF
WACHOVIA BANK, N.A., AS AGENT (THE "AGENT") UNDER AND TO THE EXTENT SET FORTH IN
MORTGAGES AND ASSIGNMENTS OF RENTS, EACH DATED THE DATE OF THE LEASE, BY
LANDLORD IN FAVOR OF THE AGENT AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, AMENDED,
OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF. TO THE
EXTENT, IF ANY, THAT THIS AMENDMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE STATE), NO
SECURITY INTEREST IN THIS AMENDMENT MAY BE CREATED THROUGH THE TRANSFER OR
POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, WHICH
SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED
BY THE AGENT ON OR IMMEDIATELY FOLLOWING THE SIGNATURE PAGE HEREOF OR THEREOF.
<PAGE> 2
Wachovia Bank, N.A. to the Tenant from time to time in an aggregate
principal amount not exceeding $50,000,000, as amended, supplemented or
otherwise modified from time to time.
SECTION 2.3. Amendment to Section 2.1(v). Section 2.1(v) of the Master
Lease is hereby amended and restated in its entirety to read as follows:
(v) Ratio of Consolidated Funded Debt to
Consolidated Cash Flow. At the end of each Fiscal Quarter ending as
provided in the following table, the ratio of Consolidated Funded Debt
at the end of such Fiscal Quarter to Consolidated Cash Flow for the
period of 4 consecutive Fiscal Quarters ending on such date will not be
greater than the applicable ratio provided in the following table:
<TABLE>
<CAPTION>
Fiscal Quarter Ending Applicable Ratio
- - --------------------- ----------------
<S> <C>
June 30, 1997 4.5 to 1.00
September 30, 1997 4.5 to 1.00
December 31, 1997 4.5 to 1.00
March 31, 1998 4.5 to 1.00
June 30, 1998 4.5 to 1.00
September 30, 1998 5.0 to 1.00
December 31, 1998 and thereafter 4.5 to 1.00
</TABLE>
SECTION 2.4 Addition of Section 2.1(hh). A new Section 2.1(hh) is
hereby added to the Master Lease to read in its entirety as follows:
(hh) Limitation on Consolidated Funded Debt. Neither the
Tenant nor any Restricted Subsidiary will incur, create, assume or
suffer to exist any Consolidated Funded Debt, other than (i) loans made
under the Bridge Loan Agreement so long as the final maturity date of
any of such loans is no later than January 31, 1999, (ii) loans under
the Credit Agreement, (iii) Consolidated Funded Debt outstanding from
time to time hereunder, (iv) Consolidated Funded Debt (other than loans
or Consolidated Funded Debt described in clauses (i) (ii) or (iii) of
this Section) set forth or reflected on the consolidated balance sheet
of the Tenant and its Restricted Subsidiaries for the Fiscal Quarter
ending September 30, 1998 delivered to the Agent pursuant to Section
2.1(s)(ii), and (v) any extension, renewal or refinancing of
Consolidated Funded Debt described in clauses (ii) or (iii) of this
Section made on terms no less favorable to the Tenant or such
Restricted Subsidiary than the terms of the Consolidated Funded Debt
being so extended, renewed or refinanced immediately prior to such
extension, renewal or refinancing.
2
<PAGE> 3
SECTION 3. No Other Amendment. Except for the amendments set forth
above, the text of the Master Lease shall remain unchanged and in full force and
effect. This Amendment is not intended to effect, nor shall it be construed as,
a novation. The Master Lease and this Amendment shall be construed together as a
single instrument and any reference to the "Lease" or any other defined term for
the Master Lease in the Master Lease, the Indenture, the Reimbursement Agreement
or any certificate, instrument or other document delivered pursuant thereto
shall mean the Master Lease as amended hereby and as it may be amended,
supplemented or otherwise modified hereafter.
SECTION 4. Representations and Warranties. The Tenant hereby represents
and warrants as follows:
(a) No Default or Event of Default under the Master Lease has
occurred and is continuing on the date hereof;
(b) The Tenant has the corporate power and authority to enter into
this Amendment and to do all acts and things as are required or contemplated
hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Tenant and each of this
Amendment and the Master Lease, as amended hereby constitutes the legal, valid
and binding obligation of the Tenant enforceable against it in accordance with
its terms; provided, that the enforceability of each of this Amendment and the
Master Lease as amended hereby is subject to general principles of equity and to
bankruptcy, insolvency and similar laws affecting the enforcement of creditors'
rights generally; and
(d) The execution and delivery of this Amendment and the Tenant's
performance hereunder and under the Master Lease as amended hereby do not and
will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Tenant other than
those which have already been obtained or given, nor be in contravention of or
in conflict with the Articles of Incorporation or Bylaws of the Tenant, or the
provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which the Tenant is a party or by which its assets
or properties are or may become bound.
SECTION 5. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.
3
<PAGE> 4
SECTION 7. Effective Date. This Amendment shall become effective as of
the date first set forth above, but only upon satisfaction of the following
conditions precedent:
(a) receipt by the Trustee from the Tenant, the Agent, the
Landlord and each LC Issuer of either a duly executed signature page from a
counterpart of this Amendment or a facsimile transmission of a duly executed
signature page from a counterpart of this Amendment, signed by such party;
(b) receipt by the Agent for the ratable account of each LC Issuer
of the fee provided for in Section 8 of this Amendment; and
(c) receipt by the Agent of fully executed counterparts of (i)
amendments to the agreements pursuant to which the Senior Notes more
particularly identified on Schedule A hereto were issued by the Borrower, (ii)
an amendment to the Credit Agreement and (iii) an amendment and/or waiver to the
Bridge Loan Agreement, such amendments and/or waivers to be in form and
substance satisfactory to the Agent and the Lenders.
SECTION 8. Amendment Fee. On the date first set forth above, the Tenant
shall pay to the Agent for the ratable account of each LC Issuer an amendment
fee equal to the product of such LC Issuer's Letter of Credit (as such term is
defined in the Reimbursement Agreement) multiplied by .25%.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their respective authorized officers as of the day
and year first above written.
TENANT:
CARMIKE CINEMAS, INC.
By: /s/ [SEAL]
------------------------
Title:
(signatures continued on next page)
4
<PAGE> 5
(signatures continued from previous page)
MOVIEPLEX REALTY LEASING, L.L.C.
MOVIEPLEX REALTY LEASING,
L.L.C.
By: RANDOLPH, HUDSON & CO.,
INC., Manager
By: /s/
------------------------------
Name:
Title:
(signatures continued on next page)
5
<PAGE> 6
(signatures continued from previous page)
CONSENTED TO:
WACHOVIA BANK, N.A., as Agent and as a LC
Issuer
By: /s/
----------------------------------
Title:
(signatures continued on next page)
6
<PAGE> 7
(signatures continued from previous page)
SUNTRUST BANK, ATLANTA, as LC Issuer
By: /s/
-----------------------------------------
Title:
By: /s/
-----------------------------------------
Title:
(signatures continued on next page)
7
<PAGE> 8
(signatures continued from previous page)
THE BANK OF NEW YORK, as LC Issuer
By: /s/
-----------------------------------------
Title:
(signatures continued on next page)
8
<PAGE> 9
(signatures continued from previous page)
FIRST UNION NATIONAL BANK, as Trustee under
the Indenture of Trust dated as of November
1, 1997 between Movieplex Realty Leasing,
L.L.C. and First Union National Bank, as
Trustee, relating to the Movieplex Realty
Leasing, L.L.C. Adjustable Rate Tender
Securities (Carmike Cinemas, Inc.) 1997
Series A and B
By: /s/
-----------------------------------------
Title:
(signatures continued on next page)
9
<PAGE> 10
(signatures continued from previous page)
THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH,
as a Lender under the Reimbursement
Agreement
By: /s/
-----------------------------------------
Title:
(signatures continued on next page)
10
<PAGE> 11
(signatures continued from previous page)
BANK OF TOKYO--MITSUBISHI, ATLANTA AGENCY,
as a Lender under the Reimbursement
Agreement
By: /s/
-----------------------------------------
Title:
11
<PAGE> 12
SCHEDULE A
SENIOR NOTES
1. Carmike Cinemas, Inc. 10.53% Senior Notes Due 2005, dated as of June 1,
1990, by and between Carmike Cinemas, Inc. and The Mutual Life
Insurance Company of New York, AUSA Life Insurance Company, General
Services Life Insurance Company, Life Investors Insurance Company of
America, Monumental Life Insurance Company, Pacific Fidelity Life
Insurance Company, National Old Line Insurance Company, IDS Life
Insurance Company, IDS Life Insurance Company of New York, American
Enterprise Life Insurance Company
2. Carmike Cinemas, Inc. 7.90% Senior Notes Due 2002, dated as of March 3,
1992 by and between Carmike Cinemas, Inc. and Teachers Insurance and
Annuity Association of America
3. Carmike Cinemas, Inc. 7.52% Senior Notes Due 2003, dated as of April
15, 1993 by and between Carmike Cinemas, Inc. and Teachers Insurance
and Annuity Association of America
<PAGE> 1
EXHIBIT 4.3
September 29, 1998
Carmike Cinemas, Inc.
Carmike Plaza
1301 First Avenue
Columbus, Ga 31901-2109
ATTENTION: John O. Barwick, III
Vice President/Finance
RE: AMENDMENT OF CARMIKE CINEMAS, INC.
7.90% SENIOR NOTES DUE 2002
Dear Sirs:
Reference is made to the 7.90% Senior Notes (the "Notes") of Carmike
Cinemas, Inc. (the "Company") due 2002 in the original principal amount of
$25,000,000 issued pursuant to that certain Note Purchase Agreement (the
"Agreement"), dated March 3, 1992, between the Company and Teachers Insurance
and Annuity Association of America and their successors or assigns (hereinafter
collectively referred to as the "Purchasers"). Capitalized terms used herein and
not defined herein shall have the same meanings as ascribed them in the
Agreement.
The Company, as issuer of all the Notes, and the Purchasers do hereby
agree to amend the Agreement, effective as of September 30, 1998, to delete
Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new
Section 6.12(d)(i) to read as follows:
"(i) the ratio of all outstanding Debt of the Company and
its Restricted Subsidiaries to Cash Flow at such Incurrence
Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date
during the period from and including September 30, 1998
through and including December 30, 1998, and (B) 4.5 to 1.0 on
any Incurrence Date thereafter; and"
The Purchasers do hereby waive any Event of Default, if any, arising
under Section 8.1(d) of the Agreement resulting from the breach, if any, by the
Company of the terms of other Debt of the Company or its Restricted Subsidiaries
provided that (a) such breach pertains to the Company's failure to maintain a
required ratio of indebtedness to cash flow for the period ending September 30,
1998, and (b) the holders of such other Debt have either waived such breach by
the Company or have amended the terms of such Debt so that such breach no longer
exists.
The Company shall pay to the Purchasers upon execution of this Waiver
and Amendment Agreement a fee equal to 25 basis points multiplied by the
principal amount of the Notes outstanding.
<PAGE> 2
Page Two
Except as waived or amended herein, the terms of the Notes and the
Agreement remain in full force and effect, without modification or waiver, and
the terms of the Notes, Agreement and the Representations and Warranties
contained therein are in all respects ratified and confirmed. The Company
represents and warrants that there are no other defaults, or defaults which with
the passage of time will become Events of Default under the terms of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment Agreement to be executed by their duly authorized officers on the day
and year first above written.
CARMIKE CINEMAS, INC.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/
---------------------------------------
Title: /s/
-------------------------------
The consent of Teachers Insurance and Annuity Association of America is
expressly conditioned on the Company's receipt of substantially similar consents
from the holders of at least 66 2/3% of the outstanding principal amount of the
Notes.
<PAGE> 1
EXHIBIT 4.4
September 29, 1998
Carmike Cinemas, Inc.
Carmike Plaza
1301 First Avenue
Columbus, Ga 31901-2109
ATTENTION: John O. Barwick, III
Vice President/Finance
RE: AMENDMENT OF CARMIKE CINEMAS, INC.
7.52% SENIOR NOTES DUE 2003
Dear Sirs:
Reference is made to the 7.52% Senior Notes (the "Notes") of Carmike
Cinemas, Inc. (the "Company") due 2003 in the original principal amount of
$25,000,000 issued pursuant to that certain Note Purchase Agreement (the
"Agreement"), dated April 15, 1993, between the Company and Teachers Insurance
and Annuity Association of America and their successors or assigns (hereinafter
collectively referred to as the "Purchasers"). Capitalized terms used herein and
not defined herein shall have the same meanings as ascribed them in the
Agreement.
The Company, as issuer of all the Notes, and the Purchasers do hereby
agree to amend the Agreement, effective as of September 30, 1998, to delete
Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new
Section 6.12(d)(i) to read as follows:
"(i) the ratio of all outstanding Debt of the Company and
its Restricted Subsidiaries to Cash Flow at such Incurrence
Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date
during the period from and including September 30, 1998
through and including December 30, 1998, and (B) 4.5 to 1.0 on
any Incurrence Date thereafter; and"
The Purchasers do hereby waive any Event of Default, if any, arising
under Section 8.1(d) of the Agreement resulting from the breach, if any, by the
Company of the terms of other Debt of the Company or its Restricted Subsidiaries
provided that (a) such breach pertains to the Company's failure to maintain a
required ratio of indebtedness to cash flow for the period ending September 30,
1998, and (b) the holders of such other Debt have either waived such breach by
the Company or have amended the terms of such Debt so that such breach no longer
exists.
The Company shall pay to the Purchasers upon execution of this Waiver
and Amendment Agreement a fee equal to 25 basis points multiplied by the
principal amount of the Notes outstanding.
<PAGE> 2
Page Two
Except as waived or amended herein, the terms of the Notes and the
Agreement remain in full force and effect, without modification or waiver, and
the terms of the Notes, Agreement and the Representations and Warranties
contained therein are in all respects ratified and confirmed. The Company
represents and warrants that there are no other defaults, or defaults which with
the passage of time will become Events of Default under the terms of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment Agreement to be executed by their duly authorized officers on the day
and year first above written.
CARMIKE CINEMAS, INC.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: /s/
---------------------------------------
Title: /s/
-------------------------------
The consent of Teachers Insurance and Annuity Association of America is
expressly conditioned on the Company's receipt of substantially similar consents
from the holders of at least 66 2/3% of the outstanding principal amount of the
Notes.
<PAGE> 1
EXHIBIT 4.5
September 29, 1998
Carmike Cinemas, Inc.
Carmike Plaza
1301 First Avenue
Columbus, Ga 31901-2109
ATTENTION: John O. Barwick, III
Vice President/Finance
RE: AMENDMENT OF CARMIKE CINEMAS, INC.
10.53% SENIOR NOTES DUE 2005
Dear Sirs:
Reference is made to the 10.53% Senior Notes (the "Notes") of Carmike
Cinemas, Inc. (the "Company") due 2005 in the original principal amount of
$75,000,000 issued pursuant to that certain Note Purchase Agreement (the
"Agreement"), dated June 1, 1990, between the Company and The Mutual Life
Insurance Company of New York, ALISA Life Insurance Company, General Services
Life Insurance Company, Life Investors Insurance Company, Monumental Life
Insurance Company, Pacific Fidelity Life Company, National Old Line Insurance
Company, IDS Life Insurance Company, IDS Life Insurance Company of New York,
American Enterprise Life Insurance Company, Principal Mutual Life Insurance
Company, The Equitable Life Assurance Society of the United States and their
successors or assigns (hereinafter collectively referred to as the
"Purchasers"). Capitalized terms used herein and not defined herein shall have
the same meanings as ascribed them in the Agreement.
The Company, as issuer of all the Notes, and the Purchasers do hereby
agree to amend the Agreement, effective as of September 30,1998, to delete
Section 6.12(d)(i) thereof in its entirety and to substitute therefor a new
Section 6.12(d)(i) to read as follows:
"(i) the ratio of all outstanding Debt of the Company and
its Restricted Subsidiaries to Cash Flow at such Incurrence
Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date
during the period from and including September 30, 1998
through and including December 30, 1998, and (B) 4.5 to 1.0 on
any Incurrence Date thereafter; and"
The Purchasers do hereby waive any Event of Default, if any, arising
under Section 8.1(d) of the Agreement resulting from the breach, if any, by the
Company of the terms of other Debt of the Company or its Restricted Subsidiaries
provided that (a) such breach pertains to the Company's failure to maintain a
required ratio of indebtedness to cash flow for the period ending September
30,1998, and (b) the holders of such other Debt have either waived such breach
by the Company or have amended the terms of such Debt so that such breach no
longer exists.
<PAGE> 2
Page Two
The Company shall pay to the Purchasers upon execution of this Waiver
and Amendment Agreement a fee equal to 25 basis points multiplied by the
principal amount of the Notes outstanding.
Except as waived or amended herein, the terms of the Notes and the
Agreement remain in full force and effect, without modification or waiver, and
the terms of the Notes, Agreement and the Representations and Warranties
contained therein are in all respects ratified and confirmed. The Company
represents and warrants that there are no other defaults, or defaults which with
the passage of time will become Events of Default under the terms of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment Agreement to be executed by their duly authorized officers on the day
and year first above written.
CARMIKE CINEMAS, INC.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
J. ROMEO & CO.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
PFL LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
BANKERS UNITED LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
LIFE INVESTORS INSURANCE COMPANY OF AMERICA
By: /s/
---------------------------------------
Title: /s/
-------------------------------
MONUMENTAL LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
IDS LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
IDS LIFE INSURANCE COMPANY OF NEW YORK
By: /s/
---------------------------------------
Title: /s/
-------------------------------
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
<PAGE> 3
September 29, 1998
Carmike Cinemas, Inc.
Carmike Plaza
1301 First Avenue
Columbus, Ga 31901-2109
ATTENTION: John O. Barwick, III
Vice President/Finance
RE: AMENDMENT OF CARMIKE CINEMAS, INC.
10.53% SENIOR NOTES DUE 2005
Dear Sirs:
Reference is made to the 10.53% Senior Notes (the "Notes") of Carmike
Cinemas, Inc. (the "Company") due 2005 in the original principal amount of
$75,000,000 issued pursuant to that certain Note Purchase Agreement (the
"Agreement"), dated June 1, 1990, between the Company and The Mutual Life
Insurance Company of New York, ALISA Life Insurance Company, General Services
Life Insurance Company, Life Investors Insurance Company, Monumental Life
Insurance Company, Pacific Fidelity Life Company, National Old Line Insurance
Company, IDS Life Insurance Company, IDS Life Insurance Company of New York,
American Enterprise Life Insurance Company, Principal Mutual Life Insurance
Company, The Equitable Life Assurance Society of the United States and their
successors or assigns (hereinafter collectively referred to as the
"Purchasers"). Capitalized terms used herein and not defined herein shall have
the same meanings as ascribed them in the Agreement.
The Company, as issuer of all the Notes, and the Purchasers do hereby
agree to amend the Agreement, effective as of September 30,1998, to delete
Section 6.12(d)(i) for all time periods ending on or after September 30, 1998
thereof in its entirety and to substitute therefor a new Section 6.12(d)(i) to
read as follows:
"(i) the ratio of all outstanding Debt of the Company and
its Restricted Subsidiaries to Cash Flow at such Incurrence
Date does not exceed (A) 5.0 to 1.0 on any Incurrence Date
during the period from and including September 30, 1998
through and including December 30, 1998, and (B) 4.5 to 1.0 on
any Incurrence Date thereafter; and"
The Purchasers do hereby waive any Event of Default, if any, arising
under Section 8.1(d) of the Agreement resulting from the breach, if any, by the
Company of the terms of other Debt of the Company or its Restricted Subsidiaries
provided that (a) such breach pertains to the Company's failure to maintain a
required ratio of indebtedness to cash flow for the period ending September
30,1998, and (b) the holders of such other Debt have either permanently waived
such breach by the Company or have amended the terms of such Debt so that such
breach no longer exists, and will no longer exist for such breach.
<PAGE> 4
Page Two
The Company shall pay to the Purchasers upon execution of this Waiver
and Amendment Agreement a fee equal to 25 basis points multiplied by the
principal amount of the Notes outstanding. This Agreement shall not become
effective until said fee has been received by each Purchaser.
Except as waived or amended herein, the terms of the Notes and the
Agreement remain in full force and effect, without modification or waiver, and
the terms of the Notes, Agreement and the Representations and Warranties
contained therein are in all respects ratified and confirmed. The Company
represents and warrants that there are no other defaults, or defaults which with
the passage of time will become Events of Default under the terms of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment Agreement to be executed by their duly authorized officers on the day
and year first above written.
CARMIKE CINEMAS, INC.
By: /s/
---------------------------------------
Title: /s/
-------------------------------
PRINCIPAL LIFE INSURANCE COMPANY
By: /s/
---------------------------------------
Title: /s/
-------------------------------
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<ARTICLE> 5
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<COMMON> 341
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<CHANGES> 0
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<EPS-PRIMARY> 1.14
<EPS-DILUTED> 1.13
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<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 613
<SECURITIES> 3,045
<RECEIVABLES> 9,605
<ALLOWANCES> 0
<INVENTORY> 3,602
<CURRENT-ASSETS> 24,779
<PP&E> 621,729
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0
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<SALES> 105,794
<TOTAL-REVENUES> 347,267
<CGS> 13,763
<TOTAL-COSTS> 272,331
<OTHER-EXPENSES> 28,896
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,791
<INCOME-PRETAX> 29,249
<INCOME-TAX> 11,115
<INCOME-CONTINUING> 18,134
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