Attached files
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8-K/A - FORM 8-K/A (AMENDMENT NO. 1) - CARMIKE CINEMAS INC | d462845d8ka.htm |
EX-99.1 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - CARMIKE CINEMAS INC | d462845dex991.htm |
EX-23.1 - CONSENT OF MONTGOMERY COSCIA GREILICH, LLP - CARMIKE CINEMAS INC | d462845dex231.htm |
EX-99.3 - RAVE REVIEWS CINEMAS, L.L.C. AND SUBSIDIARIES AUDITED FINANCIAL STATEMENTS - CARMIKE CINEMAS INC | d462845dex993.htm |
Exhibit 99.2
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Restated Consolidated Financial Statements
December 29, 2011, December 30, 2010, and December 31, 2009
MONTGOMERY COSCIA GREILICH LLP
Certified Public Accountants
2500 Dallas Parkway, Suite 300
Plano, Texas 75093
972.748.0300 p
972.748.0700 f
Thomas A. Montgomery, CPA | Rene E. Balli, CPA | |
Matthew R. Coscia, CPA | Erica D. Rogers, CPA | |
Paul E. Greilich, CPA | Dustin W. Shaffer, CPA | |
Jeanette A. Musacchio | Gary W. Boyd, CPA | |
James M. Lyngholm | Michal L. Gayler, CPA | |
Christopher C. Johnson, CPA | Gregory S. Norkiewicz, CPA | |
J. Brian Simpson, CPA | Karen R. Soefje, CPA |
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Managers
Rave Reviews Cinemas, L.L.C.
We have audited the accompanying consolidated balance sheets of Rave Reviews Cinemas, L.L.C. and subsidiaries (the Company) as of December 29, 2011 (Restated) and December 30, 2010 (Restated), and the related statements of operations, and members deficit, and cash flows for the fiscal years ended December 29, 2011 (Restated), December 30, 2010 (Restated), and December 31, 2009 (Restated). These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rave Reviews Cinemas, L.L.C. as of December 29, 2011 (Restated), December 30, 2010 (Restated) and the results of its operations and its cash flows for the fiscal years ended December 29, 2011 (Restated), December 30, 2010 (Restated) and December 31, 2009 (Restated) in conformity with accounting principles generally accepted in the United States of America.
1
MONTGOMERY COSCIA GREILICH LLP
Certified Public Accountants
As described in Note 2 to the consolidated financial statements, the accompanying consolidated financial statements of Rave Reviews Cinemas, LLC and its subsidiaries as of December 29, 2011, December 30, 2010, and December 31, 2009 have been restated. We therefore withdraw our previous reports dated April 25, 2012, April 15, 2011 and April 15, 2010 on those consolidated financial statements, as originally issued.
Montgomery Coscia Greilich LLP
Plano, Texas
September 27, 2012
2
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands)
December 29, 2011 (Restated) |
December 30, 2010 (Restated) |
|||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 4,129 | $ | 4,996 | ||||
Accounts receivable |
1,335 | 1,690 | ||||||
Inventories |
643 | 429 | ||||||
Related party receivable |
341 | | ||||||
Prepaids and other current assets |
1,712 | 1,355 | ||||||
|
|
|
|
|||||
Total current assets |
8,160 | 8,470 | ||||||
|
|
|
|
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Property and equipment |
||||||||
Furniture and equipment |
47,751 | 46,472 | ||||||
Buildings and leasehold improvements |
127,858 | 127,416 | ||||||
Land |
5,735 | 5,735 | ||||||
|
|
|
|
|||||
181,344 | 179,623 | |||||||
Less: Accumulated depreciation and amortization |
(78,608 | ) | (68,459 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
102,736 | 111,164 | ||||||
Other long-term assets |
1,018 | 990 | ||||||
Related party receivable |
| 332 | ||||||
|
|
|
|
|||||
Total assets |
$ | 111,914 | $ | 120,956 | ||||
|
|
|
|
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Liabilities and Members Deficit | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 8,957 | $ | 10,695 | ||||
Accrued expenses |
6,568 | 6,326 | ||||||
Deferred revenue |
2,880 | 3,171 | ||||||
Senior credit facility |
2,000 | 1,500 | ||||||
Current portion of long-term lease liabilities |
2,966 | 2,360 | ||||||
Current portion of accrued straight-line rent and deferred rent credits |
1,375 | 1,376 | ||||||
|
|
|
|
|||||
Total current liabilities |
24,746 | 25,428 | ||||||
Long-term lease liabilities |
121,675 | 124,640 | ||||||
Accrued straight-line rent and deferred rent credits |
9,420 | 10,611 | ||||||
|
|
|
|
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Total liabilities |
155,841 | 160,679 | ||||||
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|
|
|
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Commitments and contingencies (note 8) |
||||||||
Members deficit |
||||||||
Paid-in capital, net |
67,711 | 67,711 | ||||||
Accumulated deficit |
(111,638 | ) | (107,434 | ) | ||||
|
|
|
|
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Total members deficit |
(43,927 | ) | (39,723 | ) | ||||
|
|
|
|
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Total liabilities and members deficit |
$ | 111,914 | $ | 120,956 | ||||
|
|
|
|
The accompanying notes are an integral part of these restated consolidated financial statements.
3
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Consolidated Statements of Operations and Members Deficit
(dollars in thousands)
December 29, 2011 (Restated) |
December 30, 2010 (Restated) |
December 31, 2009 (Restated) |
||||||||||
Revenue |
||||||||||||
Admissions |
$ | 82,500 | $ | 85,257 | $ | 91,931 | ||||||
Concessions |
38,562 | 38,362 | 41,598 | |||||||||
Other |
4,484 | 3,726 | 6,276 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
125,546 | 127,345 | 139,805 | |||||||||
|
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|
|
|
|
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Costs and expenses |
||||||||||||
Film rental |
45,020 | 46,369 | 49,845 | |||||||||
Concession cost of sales |
5,131 | 5,494 | 6,007 | |||||||||
Theater operating expenses |
42,038 | 41,507 | 42,495 | |||||||||
General and administrative expenses |
5,227 | 5,762 | 8,627 | |||||||||
Depreciation and amortization |
10,180 | 10,350 | 11,210 | |||||||||
Fixed asset impairment |
539 | 865 | 111 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
108,135 | 110,347 | 118,295 | |||||||||
|
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|
|
|
|
|||||||
Operating income |
17,411 | 16,998 | 21,510 | |||||||||
Interest expense |
||||||||||||
Cash interest |
(21,219 | ) | (22,151 | ) | (28,265 | ) | ||||||
Deferred financing cost amortization |
(206 | ) | (396 | ) | (461 | ) | ||||||
Write-off of deferred debt cost |
| | (1,283 | ) | ||||||||
Other income/(expense) |
(190 | ) | 14,214 | 126 | ||||||||
|
|
|
|
|
|
|||||||
Net income/(loss) before discontinued operations |
(4,204 | ) | 8,665 | (8,373 | ) | |||||||
Discontinued operations, including loss on disposal of $493 in 2010 and gain on disposal of $45,509 in 2009 |
| (1,393 | ) | 49,169 | ||||||||
|
|
|
|
|
|
|||||||
Net income/(loss) |
$ | (4,204 | ) | $ | 7,272 | $ | 40,796 | |||||
|
|
|
|
|
|
|||||||
Paid-in capital, beginning of year |
$ | 67,711 | $ | 67,996 | $ | 67,996 | ||||||
Members redemptions, net |
| (285 | ) | | ||||||||
|
|
|
|
|
|
|||||||
Paid-in capital |
67,711 | 67,711 | 67,996 | |||||||||
|
|
|
|
|
|
|||||||
Accumulated deficit, beginning of year |
(107,436 | ) | (114,634 | ) | (155,430 | ) | ||||||
Net income/(loss) |
(4,204 | ) | 7,272 | 40,796 | ||||||||
Members redemptions in excess of contributed capital |
| (74 | ) | | ||||||||
|
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|
|
|
|
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Accumulated deficit, end of year |
(111,640 | ) | (107,436 | ) | (114,634 | ) | ||||||
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Members deficit, end of year |
$ | (43,929 | ) | $ | (39,725 | ) | $ | (46,638 | ) | |||
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The accompanying notes are an integral part of these restated consolidated financial statements.
4
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(dollars in thousands)
December
29, 2011 (Restated) |
December
30, 2010 (Restated) |
December
31, 2009 (Restated) |
||||||||||
Cash flows from operating activities |
||||||||||||
Net income/(loss) |
$ | (4,204 | ) | $ | 7,272 | $ | 40,796 | |||||
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: |
||||||||||||
Depreciation and amortization |
10,180 | 11,037 | 15,064 | |||||||||
Fixed asset impairment |
539 | 865 | 111 | |||||||||
Deferred rent credit amortization |
(1,221 | ) | (1,220 | ) | (1,890 | ) | ||||||
Accrued straight-line rent amortization |
29 | 95 | 435 | |||||||||
Amortization of deferred financing costs |
568 | 448 | 1,744 | |||||||||
Loss(gain) on sale of theater assets |
| 493 | (45,509 | ) | ||||||||
Loss(gain) on lease amendment |
| (14,557 | ) | (151 | ) | |||||||
Changes in assets and liabilities: |
||||||||||||
Accounts receivable |
355 | 969 | 955 | |||||||||
Inventories |
(214 | ) | 265 | 224 | ||||||||
Prepaids and other current assets |
(784 | ) | 562 | (3,141 | ) | |||||||
Accounts payable |
(1,738 | ) | (1,017 | ) | (273 | ) | ||||||
Accrued expenses |
242 | (2,845 | ) | 3,197 | ||||||||
Deferred revenue |
(291 | ) | (1,400 | ) | 2,626 | |||||||
Other long-term liabilities |
| (915 | ) | 177 | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
3,461 | 52 | 14,365 | |||||||||
|
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|
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Cash flows from investing activities |
||||||||||||
Purchase of furniture and equipment |
(2,260 | ) | (3,179 | ) | (1,012 | ) | ||||||
Proceeds from sale of theater assets |
| | 48,779 | |||||||||
Loan to related party |
(9 | ) | (18 | ) | (57 | ) | ||||||
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|
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Net cash provided by/(used in) investing activities |
(2,269 | ) | (3,197 | ) | 47,710 | |||||||
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|
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Cash flows from financing activities |
||||||||||||
Financing costs |
(200 | ) | (201 | ) | (992 | ) | ||||||
Repayments of long-term lease liability |
(2,359 | ) | (1,439 | ) | 180 | |||||||
Repayments under senior credit agreements |
(9,000 | ) | (11,500 | ) | (58,293 | ) | ||||||
Borrowings under senior credit agreements |
9,500 | 13,000 | 2,563 | |||||||||
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Net cash used in financing activities |
(2,059 | ) | (140 | ) | (56,542 | ) | ||||||
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|
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Net increase/(decrease) in cash and cash equivalents |
(867 | ) | (3,285 | ) | 5,533 | |||||||
Cash and cash equivalents, beginning of year |
4,996 | 8,281 | 2,748 | |||||||||
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Cash and cash equivalents, end of year |
$ | 4,129 | $ | 4,996 | $ | 8,281 | ||||||
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Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | 21,148 | $ | 23,056 | $ | 28,325 | ||||||
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Non-cash financing transactions: |
||||||||||||
Repurchase of members units |
$ | | $ | 359 | $ | | ||||||
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|
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|
The accompanying notes are an integral part of these restated consolidated financial statements.
5
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements
Fiscal Years Ended December 29, 2011, December 30, 2010 and December 31, 2009
(dollars in thousands)
(1) | Organization and Summary of Significant Accounting Policies |
As of December 29, 2011, Rave Reviews Cinemas, L.L.C., a Delaware limited liability company, currently operates 21 stadium-seated megaplex theaters with a total of 326 screens through its wholly owned subsidiaries, comprised primarily of its theater assets (collectively, the Company) located in Alabama (7), Florida (5), Indiana (2), Louisiana (2), Illinois, Michigan, Pennsylvania, Tennessee, and Texas.
(a) | Fiscal Year |
The Company has adopted a 52/53-week fiscal year ending on the last Thursday in December. Fiscal years 2011, 2010 and 2009 were comprised of 52, 52 and 53 weeks, respectively.
(b) | Principles of Consolidation |
The restated consolidated financial statements of the Company include the accounts of Rave and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
(c) | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the theater level valuation analyses that were used to assess the recoverability of the related assets.
(d) | Cash and cash equivalents |
For purposes of the restated consolidated statements of cash flows, the Company considers all demand deposits, money market accounts and highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
For cash management purposes, the Company concentrates its cash holdings in a limited number of accounts. At times, the balances in these accounts may exceed the federally insured limit.
(e) | Revenue Recognition and Film Rental Costs |
Revenues are generated when admissions and concessions occur. Other operating revenues consist primarily of product advertising (including vendor marketing programs), and other ancillary revenues which are recognized as income in the period earned. Proceeds received from advance ticket sales and gift certificates are recorded as deferred revenue. The Company recognizes revenue associated with gift certificates and advanced ticket sales at such time as the items are redeemed. Film rental costs are recorded based on the applicable admission sales pursuant to the terms of the film licenses.
(f) | Income Taxes |
Rave is a limited liability company; therefore, income taxes accrue to the individual holders of the membership units. As such no provision or credit for federal income taxes has been recorded in the accompanying restated consolidated statement of operations and members deficit. The Company is subject to state income taxes as applicable.
6
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(1) | Organization and Summary of Significant Accounting Policies, continued |
(g) | Fair Values of Financial Instruments |
Fair values of financial instruments are estimated using available market information and other valuation methods, including using a discounted cash flow approach based on the interest rates currently available for similar debt. The fair value of financial instruments (including cash and cash equivalents, account receivable, accounts payable, accrued expenses, and variable rate long-term debt) is estimated to approximate the related recorded values as of December 29, 2011, December 30, 2010 and December 31, 2009.
(h) | Inventories |
Concession inventories are stated at the lower of cost (first-in, first-out method) or market.
(i) | Property and Equipment |
Property and equipment are stated at cost. The Company uses the straight-line method in computing depreciation for financial reporting purposes. Leasehold improvements are amortized over the shorter of the initial lease term or the estimated useful life. The estimated useful lives of the property and equipment range as follows:
Furniture and equipment | 3 to 10 years | |
Buildings and leasehold improvements | 5 to 20 years |
Expenditures for additions, major renewals, and betterments are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization was $10,180, $10,350 and $11,210 for the fiscal years 2011, 2010 and 2009, respectively.
As of December 29, 2011, included in property and equipment is $91,217 of assets accounted for under capital leases, net of accumulated depreciation of $62,778. As of December 30, 2010, included in property and equipment is $98,378 of assets accounted for under capital leases, net of accumulated depreciation of $54,479.
(j) | Other Long-Term Assets |
Other long-term assets include deferred financing costs incurred in connection with the completion of certain financing transactions related to the long-term lease liabilities and the senior credit facility and are amortized over the term of the related financing using the effective interest method. Deferred financing costs, net of accumulated amortization of $9, were $191 at December 29, 2011. For the fiscal year ended December 29, 2011, amortization expense of $205 and $363 is included in depreciation and amortization expense and interest expense, respectively. Deferred financing costs, net of accumulated amortization of $403, were $189 at December 30, 2010. For the fiscal year ended December 30, 2010, amortization expense of $43 and $395 is included in depreciation and amortization expense and interest expense, respectively. Deferred Financing costs, net of accumulated amortization of $8, were $397 at December 31, 2009. For the fiscal year ended December 31, 2009, amortization expense of $43 and $461 is included in depreciation and amortization and in interest expense, respectively, in the accompanying restated consolidated statement of operations and members deficit.
(k) | Theater Pre-Opening Operating Costs |
Costs incurred prior to the opening of a new theater (including advertising and payroll) are expensed as incurred. No theaters were opened during the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009.
7
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(1) | Organization and Summary of Significant Accounting Policies, continued |
(l) | Impairment of Long-Lived Assets |
Management reviews long-lived assets for impairment on an annual basis in connection with its budgeting process and whenever events or circumstances indicate that the carrying amount of the assets may not be fully realizable. This includes periodic reviews of internal management reports and monitoring current and potential future competition in its markets for indicators of changes in events or circumstances that indicate impairment of individual theater assets. Theaters are evaluated for impairment on an individual basis, which management believes is the lowest level for which there are identifiable cash flows. Theaters are evaluated using historical and projected data of theater level cash flow as the primary indicator of potential impairment. If the estimated fair value computed using future theater cash flow is less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value. For fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009 impairment losses of $539, $865, and $111, respectively, were recognized for long-lived assets recorded in the restatement.
(m) | Deferred Revenue |
Deferred revenue relates primarily to vendor programs, gift certificates and advance ticket sales, and is recognized as revenue as described in note 1(e) Revenue Recognition and Film Rental Costs.
(n) | Accrued Straight-Line Rent and Deferred Rent Credits |
Most of the Companys operating leases contain rent escalations at various periods during the applicable lease term. The Company recognizes rental expense for minimum lease payments for these leases on a straight-line basis over the base term of the lease. Accrued straight-line rent totaling $3,135 and $3,106 is included in accrued straight-line rent and deferred rent credits in the accompanying restated consolidated balance sheets as of December 29, 2011 and December 30, 2010, respectively. For both the fiscal years ended December 29, 2011 and December 30, 2010, rent credits of $1,221 were recorded against theater operating expenses. For the fiscal year ended December 31, 2009, rent credits of $1,888 were recorded against operating expenses. For fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009, straight line rent expense of $29, $94 and $434, respectively, were recorded against theater operating expenses.
The Company conducts the majority of its business in leased properties whereby it constructs its theaters on leased land and receives reimbursement, in the form of an allowance, from the landlord for some portion of the cost of the building including interest. During the construction period, Rave is considered the accounting owner of the theater because of its unlimited obligation to cover costs exceeding the landlords allowance. The construction cost of the theater consists of both structural elements and normal tenant improvements. Amounts received from the lessor in the form of tenant allowances is reflected as financing from the landlord for the structural elements and normal tenant improvements during the construction period.
Upon completion of the structural elements, determined by the Company to be one month prior to the store opening, a deemed sale-leaseback of the structural elements is effectuated. Those amounts received from the landlord in the form of tenant allowances for the structural elements are treated as sale proceeds. Since the Company has no prohibited form of continuing involvement as described in FASB Accounting Standards Codification (ASC) 976 Real Estate Retail Land, and ASC 840 Leases, the amounts received from the landlord in respect of the structural elements are removed from the Companys books. No gain or loss is recorded upon de-recognition of the asset and the related liability.
8
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(1) | Organization and Summary of Significant Accounting Policies, continued |
(n) | Accrued Straight-Line Rent and Deferred Rent Credits, continued |
Upon the derecognition of the structural elements, the Company evaluates the terms of the leaseback to determine if the lease should be classified as an operating or capital lease under the provisions of ASC 840 Leases.
Any allowances from the landlord used for normal (i.e., nonstructural) tenant improvements and/or furniture, fixtures and equipment are reflected as property and equipment with a corresponding credit to deferred rent credits on the accompanying restated consolidated balance sheets. Amounts recorded to normal tenant improvements and/or furniture, fixtures and equipment are depreciated in accordance with the Companys depreciation policies, while the corresponding amount credited as deferred rent is amortized as a credit to rent expense over the initial lease term in the accompanying restated consolidated statement of operations and members deficit. As of December 29, 2011 and December 30, 2010, net long-term deferred rent credits totaling $7,659 and $8,880, respectively, are included in accrued straight-line rent and deferred rent credits in the restated consolidated balance sheets.
(o) | Advertising Costs |
Advertising costs are expensed as incurred. Advertising costs were $804, $581 and $1,016 for the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009, respectively, and are included in the theater operating expenses in the restated consolidated statement of operations.
(p) | Discontinued Operations |
For purposes of determining discontinued operations, the Company has determined that the theater level is a component of the entity within the context of ASC 360, Property, Plant and Equipment. A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. The Company routinely monitors the results of operations of its theaters to determine whether its advantageous to close or sell a theater. The Company evaluates the results of operations of these closed or sold theaters both qualitatively and quantitatively to determine if it is appropriate for reporting as discontinued operations.
On December 18, 2009, the Company sold the assets of its Little Rock, Columbus, Fort Worth and Fort Worth II subsidiaries for $48,779 in cash resulting in a gain on sale of $45,509, net of transaction expenses of $1,854. On December 10, 2010, the Company sold the assets of its Hickory Creek subsidiary (as part of the 2009 asset sale) resulting in a loss on sale of $493. The Company had no discontinued operations during the year ended December 29, 2011.
(2) | Restatement of Previously Issued Consolidated Financial Statements |
Following a review of the Companys lease accounting practices in 2012, the Company corrected its method of accounting for certain theater leases where the Company was considered the owner during the construction period. The correction led to a review of the long-lived assets for impairment and resulted in the Company impairing the assets of six theaters as part of the restatement (see Note 1(l)). To reflect the corrections, the Company restated its consolidated financial statements beginning in fiscal 2008.
Historically, when accounting for certain leases where the Company was considered the owner during the construction period, the Company recorded the lease using sale-leaseback accounting after the construction
9
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(2) | Restatement of Previously Issued Consolidated Financial Statements, continued |
was completed. During review the Company determined it had continuing involvement related to the renewal options at a fixed rental rate. This form of continuing involvement precluded sale-leaseback accounting. The Company revised its accounting to capitalize certain theater leases previously recorded as operating leases.
When evaluating the lease term, the Company had previously considered the base lease term only for those leases with a fixed rental rate. For the leases with renewal options at a fixed rental rate, the Company revised the lease analysis to include the extended lease term.
The correction of changing the accounting of certain leases to capital leases required the Company to consider impairment of the theater assets, including the capitalized leases. The review followed the processes described in Note 1(l) Impairment of Long-Lived Assets, and resulted in impairment losses of long-lived assets at six theaters.
The consolidated balance sheets as of December 29, 2011 and December 30, 2010, and the related consolidated statements of operations and members equity/(deficit) and cash flows for the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009 have been restated for the identified corrections. The effects of the restatements are as follows:
As of and for the Year
Ended December 29, 2011 |
||||||||||||
As
Previously Reported |
Adjustments | As Restated | ||||||||||
Consolidated Balance Sheet |
||||||||||||
Property and equipment, net |
$ | 121,875 | $ | (19,139 | ) | $ | 102,736 | |||||
Total assets |
131,053 | (19,139 | ) | 111,914 | ||||||||
Current portion of long-term lease liabilities |
158 | 2,808 | 2,966 | |||||||||
Current portion of accrued straight-line rent and deferred rent credits |
5,016 | (3,641 | ) | 1,375 | ||||||||
Total current liabilities |
25,579 | (833 | ) | 24,746 | ||||||||
Long-term lease liabilities |
24,960 | 96,715 | 121,675 | |||||||||
Accrued straight-line rent and deferred rent credits |
62,613 | (53,193 | ) | 9,420 | ||||||||
Total liabilities |
113,152 | 42,689 | 155,841 | |||||||||
Accumulated deficit |
(49,810 | ) | (61,828 | ) | (111,638 | ) | ||||||
Total members equity |
17,901 | (61,828 | ) | (43,927 | ) | |||||||
Consolidated Statement of Operations |
||||||||||||
Theater operating expenses |
$ | 58,737 | $ | (16,699 | ) | $ | 42,038 | |||||
Depreciation and amortization |
12,555 | (2,375 | ) | 10,180 | ||||||||
Fixed asset impairment |
| 539 | 539 | |||||||||
Operating income/(loss) |
(1,124 | ) | 18,535 | 17,411 | ||||||||
Cash interest expense |
(3,922 | ) | (17,297 | ) | (21,219 | ) | ||||||
Net loss |
(5,442 | ) | 1,238 | (4,204 | ) |
10
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(2) | Restatement of Previously Issued Consolidated Financial Statements, continued |
As of and for the Year
Ended December 30, 2010 |
||||||||||||
As
Previously Reported |
Adjustments | As Restated | ||||||||||
Consolidated Balance Sheet |
||||||||||||
Property and equipment, net |
$ | 132,139 | $ | (20,975 | ) | $ | 111,164 | |||||
Total assets |
141,931 | (20,975 | ) | 120,956 | ||||||||
Current portion of long-term lease liabilities |
141 | 2,219 | 2,360 | |||||||||
Current portion of accrued straight-line rent and deferred rent credits |
5,175 | (3,799 | ) | 1,376 | ||||||||
Total current liabilities |
27,008 | (1,580 | ) | 25,428 | ||||||||
Long-term lease liabilities |
25,117 | 99,523 | 124,640 | |||||||||
Accrued straight-line rent and deferred rent credits |
66,463 | (55,852 | ) | 10,611 | ||||||||
Total liabilities |
118,588 | 42,091 | 160,679 | |||||||||
Accumulated deficit |
(44,368 | ) | (63,066 | ) | (107,434 | ) | ||||||
Total members equity |
23,343 | (63,066 | ) | (39,723 | ) | |||||||
Consolidated Statement of Operations |
||||||||||||
Theater operating expenses |
$ | 58,431 | $ | (16,924 | ) | $ | 41,507 | |||||
Depreciation and amortization |
12,816 | (2,466 | ) | 10,350 | ||||||||
Fixed asset impairment |
| 865 | 865 | |||||||||
Operating income/(loss) |
(1,527 | ) | 18,525 | 16,998 | ||||||||
Cash interest expense |
(4,915 | ) | (17,236 | ) | (22,151 | ) | ||||||
Other income/(expense) |
(343 | ) | 14,557 | 14,214 | ||||||||
Net income/(loss) before discontinued operations |
(7,181 | ) | 15,846 | 8,665 | ||||||||
Discontinued operations |
(489 | ) | (904 | ) | (1,393 | ) | ||||||
Net income/(loss) |
(7,670 | ) | 14,942 | 7,272 |
As of and for the Year
Ended December 31, 2009 |
||||||||||||
As Previously Reported |
Adjustments | As Restated | ||||||||||
Consolidated Statement of Operations |
||||||||||||
Theater operating expenses |
$ | 60,936 | $ | (18,441 | ) | $ | 42,495 | |||||
Depreciation and amortization |
13,753 | (2,543 | ) | 11,210 | ||||||||
Fixed asset impairment |
| 111 | 111 | |||||||||
Operating income |
637 | 20,873 | 21,510 | |||||||||
Cash interest expense |
(9,245 | ) | (19,020 | ) | (28,265 | ) | ||||||
Other income/(expense) |
(25 | ) | 151 | 126 | ||||||||
Net loss before discontinued operations |
(10,377 | ) | 2,004 | (8,373 | ) | |||||||
Discontinued operations |
47,773 | 1,396 | 49,169 | |||||||||
Net income |
37,396 | 3,400 | 40,796 |
11
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(3) | Related Party Receivable |
The Company has a $341 and $332 note receivable due from one of its former officers at December 29, 2011 and December 30, 2010, respectively. The former officers interest in Company stock is pledged as a security interest for the note. The note receivable accrues interest. Interest accumulated during the fiscal years ended December 29, 2011 and December 30, 2010 was $9 and $18, respectively. In April 2010, the Company entered into an amended note with the former officer where the former officer redeemed 285 Class A member units valued at $359, which was applied against the note receivable, and the due date was extended to March 31, 2015. In fiscal year 2011, the note receivable was in default due to a failure to pay scheduled principal payments and the note receivable is due and payable on demand and therefore classified as current.
(4) | Lease Liabilities |
The Company leases seventeen of its theaters from unrelated parties under the terms of sale leaseback agreements accounted for as financing arrangements. Under the agreements, Rave has recorded these amounts as lease liabilities and has retained the related property and equipment in the accompanying restated consolidated balance sheets. The principal is amortized over the initial lease term of 20 years to reduce the net amount borrowed to equal the estimated net book value of the related theater assets at the end of the initial lease term. Upon expiration of the leases, the lessors retain title to the buildings, leasehold improvements, certain equipment and, as applicable, land; therefore, no lump sum cash payments are expected at the end of the lease terms.
During fiscal year 2010, the Company amended the capital leases of its Kalamazoo, Lee Branch, Daphne, and Vestavia Hills subsidiaries. The terms of these amendments resulted in a gain on extinguishment of capital lease liabilities of $14,557, which is included in other income/(expense) on the restated consolidated statement of operations and members deficit.
For the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009, a total of $21,001, $21,811 and $23,531, respectively, were charged to interest expense in the accompanying restated consolidated statements of operations and members deficit for these financing transactions.
Future minimum annual payments of principal and interest for the seventeen financing transactions as of December 29, 2011 are as follows:
Principal | Interest | Total | ||||||||||
Fiscal year: |
||||||||||||
2012 |
$ | 2,966 | $ | 19,774 | $ | 22,740 | ||||||
2013 |
1,627 | 19,411 | 21,038 | |||||||||
2014 |
2,131 | 19,115 | 21,246 | |||||||||
2015 |
2,990 | 18,695 | 21,685 | |||||||||
2016 |
3,678 | 18,153 | 21,831 | |||||||||
Thereafter |
111,249 | 96,035 | 207,284 | |||||||||
|
|
|
|
|
|
|||||||
$ | 124,641 | $ | 191,183 | $ | 315,824 | |||||||
|
|
|
|
|
|
12
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(5) | Senior Credit Facility |
On December 20, 2006, the Company entered into a credit agreement with General Electric Credit Capital Corporation, as agent (the Credit Agreement).
The Credit Agreement includes the following:
| Loan Commitments The Credit Agreement initially was comprised of a $35 million revolving loan commitment, a $30 million term commitment, and a $5 million liquidity loan commitment. The commitments may be permanently reduced if certain events occur (as defined in the Credit Agreement) or at the Companys option. The Company permanently reduced the commitment in 2007 by $3 million and in 2009 by $55 million. On December 8, 2010 the credit agreement was amended to extend the termination date to December 17, 2011 and reduce the commitment by $2 million. On December 13, 2011 a second amendment was signed to extend the termination date to December 17, 2012, reduce the commitment by $4 million to a $6 million revolving loan. |
| Commitment and Ticking Fees The Company is required to pay a 1% per annum fee on the average unused amount of the Credit Agreement. |
| Guarantee, Collateral, and Financial Covenants The Companys obligations under the Credit Agreement are guaranteed by all of its subsidiaries. Such guarantees are secured by a pledge by Rave of all of the capital stock of the subsidiaries as well as a security interest in substantially all of the subsidiaries assets. |
In addition to the above guarantees and security interests, the Credit Agreement also contains certain covenants that, among others, restrict incurring additional indebtedness, liens on property, merger or consolidation, capital expenditures, investments and transactions in the capital accounts of Rave and its subsidiaries.
Amounts borrowed under the Credit Agreement bear interest at rates based upon an Index Rate (as defined in the Credit Agreement) plus an applicable margin rate predicated upon meeting certain covenant ratios. The average effective interest rate under the Credit Agreements during the fiscal years ended December 29, 2011, December 30, 2010, and December 31, 2009 was 5.25%, 6.20%, and 8.0% respectively. The balance of the Credit Agreement at December 29, 2011 and December 30, 2010 was $2,000 and $1,500, respectively and borrowing availability at December 29, 2011 and December 30, 2010 was $4,000, and $8,500, respectively.
13
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(6) | Operating Leases |
The Company leases theaters under non-cancelable operating leases with initial lease terms of 10 to 20 years. In addition to the minimum annual lease payment, the leases require the payment of taxes, insurance, and other costs applicable to the property. Certain leases also provide for contingent rentals based on operating results and include renewal options for additional periods up to 20 years. Rent expense for the fiscal year 2011 totaled $6,750 (net of deferred rent credit amortization of $1,221) and is included in theater operating expenses. Rent expense for the fiscal year 2010 totaled $7,624 (net of deferred rent credit amortization of $1,221) and is included in theater operating expenses. Rent expense for the fiscal year 2009 totaled $11,651 (net of deferred rent credit amortization of $1,888) and is included in theater operating expenses. For fiscal year 2009, contingent rentals totaled $226. There were no contingent rentals in fiscal years 2010 and 2011.
Future minimum payments under operating leases as of December 29, 2011 are as follows:
Fiscal Year |
||||
2012 |
$ | 5,606 | ||
2013 |
5,685 | |||
2014 |
5,711 | |||
2015 |
5,748 | |||
2016 |
6,078 | |||
Thereafter |
28,846 | |||
|
|
|||
Total |
$ | 57,674 | ||
|
|
(7) | Members Deficit |
Members deficit is comprised of seven classes of units Class A, A-1, B, B-1, B-2, C, and D Units. The A Units and A-1 Units, issued for $1 per unit, and majority owned by Boston Ventures Limited Partnerships V and VI, have all of the voting rights, including the ability to elect the board of managers, and certain preferences over other classes of units as it relates to return of invested capital, among others. B Units, issued to members of the Companys senior management at the date of issuance, have preference over A, C, and D units as it relates to distributions of cash or property after certain levels of investment returns have been achieved by Boston Ventures Limited Partnership V. The B Units and B-1 Units are subject to forfeiture under certain circumstances. Certain nonvoting A Units, and C and D Units issued to unrelated parties in connection with the Companys initial capitalization and subsequent financings are also eligible to participate in distributions of cash or property once Boston Ventures Limited Partnership V has achieved a certain level of return on its investment. The B, B-1, B-2, C, and D units were issued for $0 per unit. No value was assigned to the B, C, and D Units upon issuance in the accompanying restated consolidated balance sheet since the Company was unable to estimate the probability of achieving the investment returns of Boston Ventures Limited Partnership V. Management continually evaluates the likelihood of Boston Ventures Limited Partnership V achieving the above noted investment returns and continues to be unable to estimate the related probability at December 29, 2011.
14
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(7) | Members Deficit, continued |
The units issued and outstanding consist of the following:
Class |
December 29, 2011 |
December 30, 2010 |
December 31, 2009 |
|||||||||
A |
52,138 | 52,138 | 52,145 | |||||||||
A-1 |
21,426 | 21,426 | 20,500 | |||||||||
B |
8,800 | 8,800 | 8,800 | |||||||||
B-1 |
10,000 | 10,000 | 10,000 | |||||||||
B-2 |
12 | 12 | | |||||||||
C |
100 | 100 | 100 | |||||||||
D |
100 | 100 | 100 | |||||||||
|
|
|
|
|
|
|||||||
Total |
92,576 | 92,576 | 91,645 | |||||||||
|
|
|
|
|
|
(8) | Commitments and Contingencies |
The Company is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate liability, if any, resulting from such legal actions will not have a material adverse effect on the Companys restated consolidated financial position or results of operations.
(9) | Subsequent Events |
Management has evaluated subsequent events through September 27, 2012, which is the date the restated consolidated financial statements were available to be issued. As of September 27, 2012, no significant events require recognition or disclosure.
15