Attached files
file | filename |
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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-99.2 - RAVE REVIEWS CINEMAS, L.L.C. AND SUBSIDIARIES AUDITED FINANCIAL STATEMENTS - CARMIKE CINEMAS INC | d462845dex992.htm |
EX-23.1 - CONSENT OF MONTGOMERY COSCIA GREILICH, LLP - CARMIKE CINEMAS INC | d462845dex231.htm |
Exhibit 99.3
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Restated Consolidated Financial Statements
and Related Independent Accountants Review Report
For the 39-Weeks Ended September 27, 2012 and September 29, 2011
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 reviewed the accompanying consolidated balance sheets of Rave Reviews Cinemas, L.L.C. (the Company or Rave) as of September 27, 2012 and September 29, 2011 and the related statements of operations and members deficit and cash flows for the periods then ended. A review includes primarily applying analytical procedures to managements financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.
Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.
Montgomery Coscia Greilich LLP |
Plano, Texas |
December 13, 2012 |
1
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands)
September 27, 2012 |
September 29, 2011 (Restated) |
|||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 2,583 | $ | 3,160 | ||||
Accounts receivable |
813 | 351 | ||||||
Inventories |
637 | 504 | ||||||
Related party receivable |
348 | 338 | ||||||
Prepaids and other current assets |
366 | 2,907 | ||||||
|
|
|
|
|||||
Total current assets |
4,747 | 7,260 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Furniture and equipment |
49,669 | 48,815 | ||||||
Buildings and leasehold improvements |
126,534 | 126,024 | ||||||
Land |
5,735 | 5,735 | ||||||
|
|
|
|
|||||
181,938 | 180,574 | |||||||
Less: Accumulated depreciation and amortization |
(85,995 | ) | (76,056 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
95,943 | 104,518 | ||||||
Other long-term assets |
844 | 729 | ||||||
|
|
|
|
|||||
Total assets |
$ | 101,534 | $ | 112,507 | ||||
|
|
|
|
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Liabilities and Members Deficit | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 4,797 | $ | 7,708 | ||||
Accrued expenses |
4,887 | 5,643 | ||||||
Deferred revenue |
2,699 | 2,968 | ||||||
Senior credit facility |
1,000 | 1,000 | ||||||
Current portion of long-term lease liabilities |
2,297 | 2,815 | ||||||
Current portion of accrued straight-line rent and deferred rent credits |
1,376 | 1,375 | ||||||
|
|
|
|
|||||
Total current liabilities |
17,056 | 21,509 | ||||||
|
|
|
|
|||||
Long-term lease liabilities |
120,047 | 122,549 | ||||||
Accrued straight-line rent and deferred rent credits |
8,545 | 9,712 | ||||||
|
|
|
|
|||||
Total liabilities |
145,648 | 153,770 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 6) |
||||||||
Members deficit |
||||||||
Paid-in capital, net |
67,711 | 67,711 | ||||||
Accumulated deficit |
(111,825 | ) | (108,974 | ) | ||||
|
|
|
|
|||||
Total members deficit |
(44,114 | ) | (41,263 | ) | ||||
|
|
|
|
|||||
Total liabilities and members deficit |
$ | 101,534 | $ | 112,507 | ||||
|
|
|
|
The accompanying notes are an integral part of these restated consolidated financial statements.
2
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Consolidated Statements of Operations and Members Deficit
(dollars in thousands)
September 27, 2012 |
September 29, 2011 (Restated) |
|||||||
Revenue |
||||||||
Admissions |
$ | 66,423 | $ | 64,562 | ||||
Concessions |
32,317 | 29,931 | ||||||
Other |
2,610 | 3,601 | ||||||
|
|
|
|
|||||
Total revenue |
101,350 | 98,094 | ||||||
|
|
|
|
|||||
Costs and expenses |
||||||||
Film rental |
36,552 | 35,305 | ||||||
Concession cost of sales |
4,468 | 4,155 | ||||||
Theater operating expenses |
32,536 | 31,810 | ||||||
General and administrative expenses |
4,129 | 4,136 | ||||||
Depreciation and amortization |
7,409 | 7,620 | ||||||
Fixed asset impairment |
607 | 419 | ||||||
|
|
|
|
|||||
Total costs and expenses |
85,701 | 83,445 | ||||||
|
|
|
|
|||||
Operating income |
15,649 | 14,649 | ||||||
Interest expense |
||||||||
Cash interest |
(15,626 | ) | (15,885 | ) | ||||
Deferred financing cost amortization |
(148 | ) | (153 | ) | ||||
Other expense |
(62 | ) | (149 | ) | ||||
|
|
|
|
|||||
Net loss |
$ | (187 | ) | $ | (1,538 | ) | ||
|
|
|
|
|||||
Paid-in capital, beginning of year |
$ | 67,711 | $ | 67,711 | ||||
Members redemptions, net |
| | ||||||
|
|
|
|
|||||
Paid-in capital |
67,711 | 67,711 | ||||||
|
|
|
|
|||||
Accumulated deficit, beginning of year |
(111,638 | ) | (107,436 | ) | ||||
Net loss |
(187 | ) | (1,538 | ) | ||||
|
|
|
|
|||||
Accumulated deficit, end of period |
(111,825 | ) | (108,974 | ) | ||||
|
|
|
|
|||||
Members deficit, end of period |
$ | (44,114 | ) | $ | (41,263 | ) | ||
|
|
|
|
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 Cash Flows
(dollars in thousands)
September 27, 2012 |
September 29, 2011 (Restated) |
|||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (187 | ) | $ | (1,538 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
7,368 | 7,620 | ||||||
Fixed asset impairment |
589 | 419 | ||||||
Deferred rent credit amortization |
(1,443 | ) | (1,730 | ) | ||||
Accrued straight-line rent amortization |
569 | 828 | ||||||
Amortization of deferred financing costs |
124 | 150 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
515 | 1,001 | ||||||
Inventories |
6 | (74 | ) | |||||
Prepaids and other current assets |
1,396 | (1,122 | ) | |||||
Accounts payable |
(4,160 | ) | (2,987 | ) | ||||
Accrued expenses |
(1,681 | ) | (686 | ) | ||||
Deferred revenue |
(181 | ) | (203 | ) | ||||
|
|
|
|
|||||
Net cash provided by operating activities |
2,915 | 1,678 | ||||||
|
|
|
|
|||||
Cash flows from investing activities |
||||||||
Purchase of furniture and equipment |
(1,164 | ) | (1,370 | ) | ||||
Loan to related party |
| (8 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(1,164 | ) | (1,378 | ) | ||||
|
|
|
|
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Cash flows from financing activities |
||||||||
Repayments of long-term lease liability |
(2,297 | ) | (1,636 | ) | ||||
Repayments under senior credit agreements |
(12,000 | ) | (6,500 | ) | ||||
Borrowings under senior credit agreements |
11,000 | 6,000 | ||||||
|
|
|
|
|||||
Net cash used in financing activities |
(3,297 | ) | (2,136 | ) | ||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
(1,546 | ) | (1,836 | ) | ||||
Cash and cash equivalents, beginning of year |
4,129 | 4,996 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 2,583 | $ | 3,160 | ||||
|
|
|
|
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Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 15,644 | 15,893 | |||||
|
|
|
|
The accompanying notes are an integral part of these restated consolidated financial statements.
4
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements
(dollars in thousands)
(1) | Organization and Summary of Significant Accounting Policies |
As of September 27, 2012, 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 or Rave) located in Alabama (7), Florida (5), Indiana (2), Louisiana (2), Illinois, Michigan, Pennsylvania, Tennessee, and Texas.
(a) | Fiscal Quarters |
The nine month periods ended September 27, 2012 and September 29, 2011 were comprised of 39 weeks each.
(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 statements of operations and members deficit. The Company is subject to state income taxes as applicable.
5
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 September 27, 2012 and September 29, 2011.
(h) | Inventories |
Concession inventories are stated at the lower of cost (first-in, first-out method) or market.
(i) | 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 $157, were $44 at September 27, 2012. For the nine months ended September 27, 2012, amortization expense of $23 and $148 is included in depreciation and amortization expense and interest expense, respectively. Deferred financing costs, net of accumulated amortization of $556, were $44 at September 29, 2011. For the nine months ended September 29, 2011, amortization expense of $23 and $153 is included in depreciation and amortization expense and interest expense, respectively.
(j) | 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 nine months ended September 27, 2012 and September 29, 2011.
(k) | 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 the nine months ended September 27, 2012 and September 29, 2011, impairment losses of $607 and $419, respectively, were recognized for long-lived assets.
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 |
(l) | 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.
(m) | 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.
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.
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 consolidated balance sheets. Amounts recorded to leasehold improvements and/or furniture 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.
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 |
(n) | Lease Liabilities and Operating Leases |
The Company leases three of its theaters from an unrelated party 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 lease, the lessor retains title to the land, building, leasehold improvements, and equipment; therefore, no lump sum cash payment is expected at the end of the lease.
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.
(o) | Advertising Costs |
Advertising costs are expensed as incurred. Advertising costs were $610 and $660 for the nine months ended September 27, 2012 and September 29, 2011, respectively, and are included in the theater operating expenses in the restated consolidated statements of operations.
(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(k)).
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 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(k) Impairment of Long-Lived Assets, and resulted in impairment losses of long-lived assets at six theaters.
The consolidated balance sheet as of September 29, 2011 and the related consolidated statements of operations and members deficit and cash flows for the period then ended have been restated for the identified corrections.
8
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 Period
Ended September 29, 2011 |
||||||||||||
As Previously Reported |
Adjustments | As Restated | ||||||||||
Consolidated Balance Sheet |
||||||||||||
Property and equipment, net |
$ | 124,119 | $ | (19,601 | ) | $ | 104,518 | |||||
Total assets |
132,108 | (19,601 | ) | 112,507 | ||||||||
Current portion of long-term lease liabilities |
1,957 | 858 | 2,815 | |||||||||
Current portion of accrued straight-line rent and deferred rent credits |
4,700 | (3,325 | ) | 1,375 | ||||||||
Total current liabilities |
23,670 | (2,161 | ) | 21,509 | ||||||||
Long-term lease liabilities |
23,197 | 99,352 | 122,549 | |||||||||
Accrued straight-line rent and deferred rent credits |
63,942 | (54,230 | ) | 9,712 | ||||||||
Total liabilities |
110,809 | 42,961 | 153,770 | |||||||||
Accumulated deficit |
(46,412 | ) | (62,562 | ) | (108,974 | ) | ||||||
Total members equity |
21,299 | (62,562 | ) | (41,263 | ) | |||||||
Consolidated Statement of Operations |
||||||||||||
Theater operating expenses |
$ | 49,931 | $ | (18,121 | ) | $ | 31,810 | |||||
Depreciation and amortization |
9,413 | (1,793 | ) | 7,620 | ||||||||
Fixed asset impairment |
| 419 | 419 | |||||||||
Operating income |
1,154 | 13,495 | 14,649 | |||||||||
Cash interest expense |
(2,896 | ) | (12,989 | ) | (15,885 | ) | ||||||
Net loss |
(2,044 | ) | 506 | (1,538 | ) |
(3) | Related Party Receivable |
The Company has a $348 and $338 note receivable due from one of its former officers at September 27, 2012 and September 29, 2011, 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 nine months ended September 27, 2012 and September 29, 2011 was $7 and $6, 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.
9
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(4) | 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 nine months ended September 27, 2012 and September 29, 2011 was 5.25% for both periods. The balance of the Credit Agreement at September 27, 2012 and September 29, 2011 was $1,000 and $1,000, respectively and borrowing availability at September 27, 2012 and September 29, 2011 was $5,000, and $9,000, respectively.
10
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(5) | 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 Restatement of Previously Issued consolidated balance sheets 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 September 27, 2012.
The units issued and outstanding consist of the following:
Class |
September 27, 2012 |
September 29, 2011 |
||||||
A |
52,138 | 52,138 | ||||||
A-1 |
21,426 | 21,426 | ||||||
B |
8,800 | 8,800 | ||||||
B-1 |
10,000 | 10,000 | ||||||
B-2 |
12 | 12 | ||||||
C |
100 | 100 | ||||||
D |
100 | 100 | ||||||
|
|
|
|
|||||
Total |
92,576 | 92,576 | ||||||
|
|
|
|
(6) | 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 consolidated financial position or results of operations.
11
RAVE REVIEWS CINEMAS, L.L.C.
AND SUBSIDIARIES
Notes to Restated Consolidated Financial Statements (Continued)
(7) | Subsequent Events |
Management has evaluated all material subsequent events or transactions that occurred after September 27, 2012 through December 13, 2012, the date these restated consolidated financial statements were available to be issued, and determined no such events or transactions that would impact these consolidated financial statements, except as follows:
On September 28, 2012, the Company entered into an agreement with Carmike Cinemas, Inc. to sell the membership interests of a wholly-owned holding company comprised of sixteen subsidiaries, which operates sixteen theater locations with a total of 251 screens. This transaction closed on November 15, 2012. The purchase price consisted of $19 million of cash, subject to customary working capital adjustments, and $100.4 million of assumed lease obligations. Simultaneous with the closing of this transaction, the Company paid off all borrowings under the Credit Agreement with General Electric Credit Capital Corporation and terminated the Credit Agreement effective as of November 15, 2012.
On November 21, 2012, the Company entered into an agreement with American Multi-Cinema, Inc. to sell the membership interests of a wholly owned holding company consisting of the four remaining operating subsidiaries, which operates four theaters with a total of 61 screens. This transaction is subject to normal closing conditions and is expected to close in the fourth quarter of 2012.
On November 30, 2012, the Company ceased operations at its 14-screen theater located in Michigan.
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