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8-K/A - FORM 8-K/A (AMENDMENT NO. 1) - CARMIKE CINEMAS INCd462845d8ka.htm
EX-99.1 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - CARMIKE CINEMAS INCd462845dex991.htm
EX-23.1 - CONSENT OF MONTGOMERY COSCIA GREILICH, LLP - CARMIKE CINEMAS INCd462845dex231.htm
EX-99.3 - RAVE REVIEWS CINEMAS, L.L.C. AND SUBSIDIARIES AUDITED FINANCIAL STATEMENTS - CARMIKE CINEMAS INCd462845dex993.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 Company’s 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 Company’s 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.

 

LOGO

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   
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 
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   
  

 

 

   

 

 

 

Total liabilities

     155,841        160,679   
  

 

 

   

 

 

 

Commitments and contingencies (note 8)

    

Members’ deficit

    

Paid-in capital, net

     67,711        67,711   

Accumulated deficit

     (111,638     (107,434
  

 

 

   

 

 

 

Total members’ deficit

     (43,927     (39,723
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

   

 

 

 

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   
  

 

 

   

 

 

   

 

 

 

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     —     
  

 

 

   

 

 

   

 

 

 

Accumulated deficit, end of year

     (111,640     (107,436     (114,634
  

 

 

   

 

 

   

 

 

 

Members’ deficit, end of year

   $ (43,929   $ (39,725   $ (46,638
  

 

 

   

 

 

   

 

 

 

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   
  

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

   

 

 

 

Net cash provided by/(used in) investing activities

     (2,269     (3,197     47,710   
  

 

 

   

 

 

   

 

 

 

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   
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (2,059     (140     (56,542
  

 

 

   

 

 

   

 

 

 

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   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 4,129      $ 4,996      $ 8,281   
  

 

 

   

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

      

Cash paid for interest

   $ 21,148      $ 23,056      $ 28,325   
  

 

 

   

 

 

   

 

 

 

Non-cash financing transactions:

      

Repurchase of members’ units

   $ —        $ 359      $ —     
  

 

 

   

 

 

   

 

 

 

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 Company’s 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 landlord’s 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 Company’s 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 Company’s 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 it’s 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 Company’s 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 officer’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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