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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(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. [NO FEE REQUIRED,
EFFECTIVE OCTOBER 7, 1966].
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:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Class A Common Stock, par New York Stock Exchange, Inc.
value $.03 per share
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]
As of March 14, 1997, 9,758,601 shares of Class A Common Stock, par value $.03
per share, were outstanding and the aggregate market value of the shares of
the Class A Common Stock held by non-affiliates of the registrant was
approximately $232,000,000.
As of March 14, 1997, 1,420,700 shares of Class B Common Stock, par value $.03
per share, were outstanding, all of which shares are held by affiliates of the
registrant.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Specified portions of Carmike Cinemas, Inc.'s Annual Report to
Shareholders for the fiscal year ended December 31, 1996 are
incorporated by reference into Part II and Part IV.
(2) Specified portions of Carmike Cinemas, Inc.'s Proxy Statement relating to
the 1997 Annual Meeting of Shareholders are incorporated by reference into
Part III.
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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:
Approximate Number of
-----------------
Seller Purchase Price Theatres Screens Effective Date
------ -------------- -------- ------- --------------
(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
======= == ==
The excess of purchase prices over net assets of businesses acquired,
approximately $17.0 million in 1996, has been recorded as an intangible asset.
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(ii) New Theatre Openings and Additions to Existing Theatres
During 1996, the Company opened or expanded the following theatres:
THEATRE LOCATION SCREENS
------- -------- -------
NEW COMPLEXES
-------------
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
===
(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.
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(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:
STATE THEATRES SCREENS
----- -------- -------
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
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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
=== =====
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.
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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
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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.
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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, seven major distributors accounted for approximately 92%
of the Company's admission revenues during 1996. 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.
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(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.
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(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.
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(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.
Item 2. Properties
At December 31, 1996, of the Company's 519 theatres , 71 were owned by the
Company, 366 were leased pursuant to building leases, 75 were leased pursuant
to ground leases, and 7 were subject to shared ownership or shared leasehold
interests with various unrelated third parties.
The Company's leases are generally entered into on a long-term basis. See
Note F of Notes to Consolidated Financial Statements incorporated by reference
in Item 8 herein for information with respect to the Company's lease
commitments.
The Company owns its headquarters building in Columbus, Georgia. The
Company occupies all of this modern five-story office building, which has
approximately 48,500 square feet. The Company's interest in the building is
encumbered by a Deed to Secure Debt and Security Agreement in favor of the
Downtown Development Authority of Columbus, Georgia.
The Company also owns and occupies a four-story building in Columbus,
Georgia that has approximately 48,000 square feet. The Company uses this
building for storage and refurbishment of theatre equipment.
Item 3. Legal Proceedings
From time to time, the Company is involved in routine litigation and legal
proceedings in the ordinary course of its business, such as personal injury
claims, employment matters and contractual disputes. Currently, the Company
does not have pending any litigation or proceedings that
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management believes will have a material adverse effect, either individually or
in the aggregate, upon the Company.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
last quarter of the year ended December 31, 1996.
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Executive Officers of the Registrant
[Included pursuant to Regulation S-K,
Item 401(b), Instruction 3]
The following sets forth certain information regarding the executive
officers of the Company. For purposes of this section, references to the
Company include the Company's predecessor, Martin Theatres, Inc.
C. L. Patrick, age 78, who has served as Chairman of the Board of
Directors of the Company since April 1982, joined the Company in 1945, became
its General Manager in 1948 and served as President of the Company from 1969 to
1970. He served as President of Fuqua Industries, Inc. ("Fuqua") from 1970 to
1978, and as Vice Chairman of the Board of Directors of Fuqua from 1978 to
1982. Mr. Patrick is a director emeritus of Columbus Bank & Trust Company.
Michael W. Patrick, age 46, has served as President of the Company since
October 1981, a director of the Company since April 1982 and Chief Executive
Officer since March 29, 1989. He joined the Company in 1970 and served in a
number of operational and film booking and buying capacities prior to becoming
President. Mr. Patrick is the son of Mr. C. L. Patrick. Mr. Patrick is a
director of Columbus Bank & Trust Company. He also serves as a director of the
Will Rogers Institute and Welcome Home, Inc.
John O. Barwick, III, age 47, joined the Company as Controller in July
1977 and was elected Treasurer and Chief Financial Officer in August 1981. In
August 1982, he became Vice President - Finance of the Company. Prior to
joining the Company, Mr. Barwick was a certified public accountant with Ernst &
Ernst, a predecessor of the accounting firm of Ernst & Young LLP, from 1973 to
1977.
Anthony J. Rhead, age 55, joined the Company in June 1981 as manager of
the booking office in Charlotte, North Carolina. Since July 1983, Mr. Rhead
has been Vice President - Film of the Company. Prior to joining the Company,
he worked as a film booker for Plitt Theatres, Inc. from 1973 to 1981.
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Larry M. Adams, age 53, joined the Company as Data Processing Manager in
July 1973. In August 1982, he became Vice President - Informational Systems
and in August 1988 he became Secretary of the Company.
Fred W. Van Noy, age 40, joined the Company in 1975. He served as a
District Manager from 1984 to 1985 and as Western Division Manager from 1985 to
1988, when he was elected to his present position as Vice President - General
Manager.
Prentiss Lamar Fields, age 42, joined the Company in January 1983 as
Director of Real Estate. He served in this position until 1985 when he was
elected to his present position as Vice President - Development.
H. Madison Shirley, age 45, joined the Company in 1976 as a theatre
manager. He served as a District Manager from 1983 to 1987 and as Director of
Concessions from 1987 until 1990. He was elected to his present position as
Vice President - Concessions in 1990.
Marilyn Grant, age 49, joined the Company in 1975 as a bookkeeper. She
served as the Advertising Coordinator from 1984 to 1985 and became the Director
of Advertising in 1985. In August 1990, she was elected to her present
position as Vice President - Advertising.
James R. Davis, age 58, joined the Company in 1990 as Technical Director.
He served in this position until December 1995, when he was elected to his
present position as Vice President-Technical.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information regarding the market for the Company's common equity and
related stockholder matters is incorporated by reference to the inside back
cover of the Company's 1996 Annual Report to Shareholders.
Item 6. Selected Financial Data
Selected financial data for the five years ended December 31, 1996 is
incorporated by reference to page 26 of the Company's 1996 Annual Report to
Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of financial condition and results of
operations of the Company is incorporated by reference to page 24 of the
Company's 1996 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated by reference to
pages 12 through 23 of the Company's 1996 Annual Report to Shareholders.
Information as to quarterly results of operations for the year ended
December 31, 1996 is incorporated by reference to page 22 of the Company's 1996
Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the directors of the Company is incorporated by
reference to the section entitled "Election of Directors" in the Proxy
Statement relating to the 1997 Annual Meeting of Shareholders of the Company
(hereinafter, the "1997 Proxy Statement").
Information regarding the executive officers of the Company is set forth
in Part I of this Report on Form 10-K pursuant to General Instruction G(3) of
Form 10-K.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by reference
to the section entitled "Executive Compensation and Other Information"
contained in the 1997 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to the
sections entitled "Security Ownership of Certain Beneficial Holders" and
"Security Ownership of Management" contained in the 1997 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is
incorporated by reference to the section entitled "Certain Relationships and
Related Transactions" contained in the 1997 Proxy Statement.
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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.
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(a)(3) Listing of Exhibits
Exhibit
Number
- ------
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).
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(a)(3)(Continued)
Exhibit
Number
- ------
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).
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(a)(3)(Continued)
Exhibit
Number
- ------
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).
20
21
(a)(3)(Continued)
Exhibit
Number
- ------
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).
21
22
(a)(3)(Continued)
Exhibit
Number
- ------
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)
22
23
(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
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CARMIKE CINEMAS, INC.
Date: March 18, 1997 By: /s/
----------------------
Michael W. Patrick
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/
- -------------------- Chairman of the Board March 18, 1997
C.L. Patrick
/s/
- -------------------- President and Chief March 18, 1997
Michael W. Patrick Executive Officer, Director
/s/
- -------------------- Vice President-Finance, Treasurer March 18, 1997
John O. Barwick, III (Chief Financial Officer,
Chief Accounting Officer)
/s/
- -------------------- Director March 18, 1997
Carl L. Patrick, Jr.
/s/
- -------------------- Director March 18, 1997
Carl E. Sanders
/s/
- -------------------- Director March 18, 1997
John W. Jordan, II
/s/
- -------------------- Director March 18, 1997
David W. Zalaznick
24
25
CARMIKE CINEMAS, INC.
EXHIBIT INDEX
Report on Form 10-K for the fiscal year Ended December 31, 1996
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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).
26
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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).
27
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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).
28
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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).
29
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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).
30
Page Number
Exhibit in Manually
Number Description Signed Original
- ------ ----------- ---------------
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)