CARMIKE CINEMAS INC - FORM 10-Q

CARMIKE CINEMAS INC - FORM 10-Q - May 4, 2015

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EX-32.2 - EX-32.2 - CARMIKE CINEMAS INC	d896566dex322.htm
EX-31.2 - EX-31.2 - CARMIKE CINEMAS INC	d896566dex312.htm
EX-31.1 - EX-31.1 - CARMIKE CINEMAS INC	d896566dex311.htm
EX-32.1 - EX-32.1 - CARMIKE CINEMAS INC	d896566dex321.htm
EXCEL - IDEA: XBRL DOCUMENT - CARMIKE CINEMAS INC	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-14993

CARMIKE CINEMAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

58-1469127

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)


1301 First Avenue, Columbus, Georgia		31901-2109
(Address of Principal Executive Offices)		(Zip Code)

(706) 576-3400

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of the issuer’s common stock, as of the latest practicable date.

Common Stock, par value $0.03 per share — 24,485,842 shares outstanding as of April 25, 2015.

TABLE OF CONTENTS


	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		1
CONDENSED CONSOLIDATED BALANCE SHEETS		1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		32
ITEM 4. CONTROLS AND PROCEDURES		33
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		34
ITEM 1A. RISK FACTORS		34
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		34
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		34
ITEM 4. MINE SAFETY DISCLOSURES		34
ITEM 5. OTHER INFORMATION		34
ITEM 6. EXHIBITS		35
EXHIBIT INDEX		35
SIGNATURES		36
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)


	March 31,			December 31,
	2015			2014
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	92,865		$	97,537
Restricted cash		412			395
Accounts receivable		16,005			18,635
Inventories		3,601			3,733
Deferred income tax asset		4,691			4,691
Prepaid expenses and other current assets		19,405			18,131

Total current assets		136,979			143,122

Property and equipment:
Land		48,693			49,887
Buildings and building improvements		349,289			343,718
Leasehold improvements		189,745			187,433
Assets under capital leases		50,398			50,398
Equipment		286,682			281,736
Construction in progress		18,765			26,709

Total property and equipment		943,572			939,881
Accumulated depreciation and amortization		(446,211	)		(438,378	)

Property and equipment, net of accumulated depreciation		497,361			501,503

Goodwill		125,646			125,515
Intangible assets, net of accumulated amortization		2,885			3,007
Investments in unconsolidated affiliates (Note 11)		5,866			5,079
Deferred income tax asset		103,252			101,847
Assets held for sale		973			—
Other		17,706			18,029

Total assets	$	890,668		$	898,102

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	38,842		$	42,181
Accrued expenses		32,311			32,563
Deferred revenue		22,437			23,513
Current maturities of capital leases and long-term financing obligations		9,989			9,667

Total current liabilities		103,579			107,924

Long-term liabilities:
Long-term debt		209,708			209,690
Capital leases and long-term financing obligations, less current maturities		227,995			230,203
Deferred revenue		30,380			30,669
Other		30,827			31,071

Total long-term liabilities		498,910			501,633

Commitments and contingencies (Note 8)

Stockholders’ equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued		—			—
Common Stock, $0.03 par value per share: 52,500,000 shares authorized, 25,102,616 shares issued and 24,485,842 shares outstanding at March 31, 2015, and 24,935,103 shares issued and 24,420,032 shares outstanding at December 31, 2014		751			744
Treasury stock, 616,774 and 515,071 shares at cost at March 31, 2015 and December 31, 2014, respectively		(16,849	)		(13,565	)
Paid-in capital		496,107			493,587
Accumulated deficit		(191,830	)		(192,221	)

Total stockholders’ equity		288,179			288,545

Total liabilities and stockholders’ equity	$	890,668		$	898,102

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)


	Three Months Ended March 31,
	2015			2014
	(Unaudited)			(Unaudited)
Revenues:
Admissions	$	111,356		$	97,572
Concessions and other		72,978			61,352

Total operating revenues		184,334			158,924
Operating costs and expenses:
Film exhibition costs		61,683			52,889
Concession costs		8,022			7,119
Salaries and benefits		23,713			21,534
Theatre occupancy costs		23,434			20,361
Other theatre operating costs		32,029			29,382
General and administrative expenses		10,027			7,498
Depreciation and amortization		13,087			11,771
Gain on sale of property and equipment		(1,031	)		(67	)
Impairment of long-lived assets		1,390			358

Total operating costs and expenses		172,354			150,845

Operating income		11,980			8,079
Interest expense		12,669			13,116

Loss before income tax and income (loss) from unconsolidated affiliates		(689	)		(5,037	)
Income tax expense (benefit)		268			(2,010	)
Income (loss) from unconsolidated affiliates (Note 11)		1,348			(85	)

Income (loss) from continuing operations		391			(3,112	)
Loss from discontinued operations (Note 7)		—			(52	)

Net income (loss)	$	391		$	(3,164	)

Weighted average shares outstanding:
Basic		24,483			22,821
Diluted		24,949			22,821

Net income (loss) per common share (Basic):
Income (loss) from continuing operations	$	0.02		$	(0.14	)
Loss from discontinued operations, net of tax		—			—

Net income (loss)	$	0.02		$	(0.14	)

Net income (loss) per common share (Diluted):
Income (loss) from continuing operations	$	0.02		$	(0.14	)
Loss from discontinued operations, net of tax		—			—

Net income (loss)	$	0.02		$	(0.14	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
	2015			2014
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	391		$	(3,164	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		13,087			11,772
Amortization of debt issuance costs		363			363
Impairment on long-lived assets		1,390			358
Deferred income taxes		(434	)		(366	)
Stock-based compensation		2,681			797
(Loss) income from unconsolidated affiliates		(923	)		532
Other		146			152
Gain on sale of property and equipment		(1,031	)		(67	)
Changes in operating assets and liabilities:
Accounts receivable and inventories		2,739			(1,187	)
Prepaid expenses and other assets		(1,252	)		(2,640	)
Accounts payable		1,566			(10,737	)
Accrued expenses and other liabilities		577			4,478
Earnout payments for acquisitions		(849	)		—
Distributions from unconsolidated affiliates		128			130

Net cash provided by operating activities		18,579			421

Cash flows from investing activities:
Purchases of property and equipment		(17,750	)		(7,454	)
(Funding) release of restricted cash		(17	)		55
Investment in unconsolidated affiliates		(36	)		(3	)
Proceeds from sale of property and equipment		1,600			263

Net cash used in investing activities		(16,203	)		(7,139	)

Cash flows from financing activities:
Debt activities:
Repayments of capital lease and long-term financing obligations		(2,040	)		(1,756	)
Issuance of common stock		33			—
Purchase of treasury stock		(3,471	)		(1,483	)
Earnout payment for acquisitions		(1,570	)		—

Net cash used in financing activities		(7,048	)		(3,239	)

Decrease in cash and cash equivalents		(4,672	)		(9,957	)
Cash and cash equivalents at beginning of period		97,537			143,867

Cash and cash equivalents at end of period	$	92,865		$	133,910

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	8,397		$	8,731
Income taxes	$	174		$	212

Non-cash investing and financing activities:
Non-cash purchases of property and equipment	$	4,613		$	6,700
Consideration given for Muvico acquisition	$	—		$	750

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2015 and 2014

(unaudited)

(in thousands except share and per share data)

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. and its subsidiaries (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of March 31, 2015 and December 31, 2014, the results of operations for the three month periods ended March 31, 2015 and 2014 and cash flows for the three months ended March 31, 2015 and 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first three months of 2015.

The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Accounting Estimates

In the preparation of financial statements in conformity with GAAP, management must make certain estimates, judgments and assumptions. These estimates, judgments and assumptions are made when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations, impairment assessments, lease classification, employee benefits, income taxes, reserves and other provisions and contingencies. These estimates are based on the information available when recorded. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are recognized in the period they are determined.

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update 2014-08 (“ASU 2014-08”), theatres in which the Company no longer had continuing involvement in the theatre operations and the cash flows had been eliminated were reported as discontinued operations when the Company no longer had operations in a given market. The results of operations for theatres that have been disposed of or classified as held for sale in prior periods have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. See Note 7—Discontinued Operations.

Impairment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or circumstances indicate that the assets’ carrying values may not be recoverable. The Company performs its impairment analysis at the individual theatre-level, the lowest level of independent, identifiable cash flow. Management reviews all available evidence when assessing long-lived assets for impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre, and alternative uses of the assets. The Company’s evaluation of negative trends in theatre-level cash flow considers the seasonality of the business, with significant revenues and cash flow generated in the summer and year-end holiday season. Absent any unusual circumstances, management evaluates new theatres for potential impairment only after a theatre has been open and operational for a sufficient period of time to allow its operations to mature.

For those assets that are identified as potentially being impaired, if the undiscounted future cash flows from such assets are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the asset’s fair value. The fair value of the assets is primarily estimated using the discounted future cash flow of the assets with consideration of other valuation techniques and using assumptions consistent with those used by market participants. Significant judgment is involved in estimating cash flows and fair value; significant assumptions include attendance levels, admissions and concessions pricing, and the weighted-average cost of capital. Management’s estimates are based on historical and projected operating performance.

Assets Held for Sale

Assets identified for disposition are classified as assets held for sale, no longer subject to depreciation, and reported at the lower of their carrying amount or fair value less costs to sell. Fair value is estimated using a number of assumptions requiring management’s judgment including third party appraisals and estimated closing costs. At March 31, 2015, the asset classifications that comprise “Assets Held for Sale” include the carrying value of land of $827, building and building improvements of $38, and equipment of $108. The Company expects the sale of these assets to occur during the second quarter of 2015 and expects to recognize a gain on sale of the assets of approximately $2,500.

Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these assets and liabilities.

The fair value of the Senior Secured Notes and Credit Facility described in Note 3—Debt is estimated based on quoted market prices at the date of measurement.

See Note 12—Theatre Acquisitions for fair value of assets acquired.

Comprehensive Income

The Company has no other comprehensive income items.

Reclassifications

The Company previously reported deferred revenues expected to be recognized within one year as a component of accrued expenses in its consolidated balance sheets. Amounts as of March 31, 2014 have been reclassified from accrued expenses to a separate line item on the consolidated balance sheet to conform to the presentation for the three months ended March 31, 2015.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-08, Presentation of Financial Statements and Property Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about disposal transactions that do not meet discontinued operations criteria. Under ASU 2014-08, a component of an entity is classified as a discontinued operation if 1) the component has been disposed of or is classified as held for sale and 2) the component or group of components represents a strategic shift that has or will have a major impact on an entity’s operations or financial results. For transactions that do not meet discontinued operations criteria but are considered individually significant components, additional disclosure is required. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued or available for issuance. The ASU was effective for fiscal years beginning on or after December 15, 2014.

The Company periodically closes certain theatres due to an expiring lease, underperformance or the better opportunity to deploy invested capital, and classifies the operations and cash flows as discontinued operations when the Company no longer has operations in a given market. The operations and cash flows associated with these closed theatres are not significant to the Company’s consolidated statement of operations or cash flows. The Company adopted this ASU during its second fiscal quarter of 2014 and does not believe that the majority of future theatre closures will be classified as discontinued operations or will be considered individually significant components.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principal of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2016. Early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the potential impact of adopting this guidance, but does not believe that it will have a significant impact on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of an

extraordinary item. Under existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. ASU 2015-01 is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3) the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods. In accordance with current accounting guidance, the Company presents debt issuance costs as an asset on its consolidated balance sheets. Therefore, the Company expects that the adoption of this guidance will result in a change in the balance sheet presentation of previously recorded debt issuance costs.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

For the three months ended March 31, 2015 and 2014, impairment charges aggregated to $1,390 and $358, respectively. The impairment charges for the three months ended March 31, 2015 were primarily the result of deterioration in the operating results of the impaired theatres, a decline in the market value of a previously closed theatre and the continued deterioration of previously impaired theatres. The impairment charges for the three months ended March 31, 2014 primarily resulted from the continued deterioration of previously impaired theatres.

The estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2015 was approximately $9,779. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820, Fair Value Measurements, and were derived primarily from discounting estimated future cash flows. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10%) to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.

NOTE 3—DEBT

The Company’s debt consisted of the following on the dates indicated:


	March 31,			December 31,
	2015			2014
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(292	)		(310	)

Total debt		209,708			209,690
Current maturities		—			—

Total long-term debt	$	209,708		$	209,690

7.375% Senior Secured Notes

In April 2012, the Company issued $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $265,000 senior secured term loan that was due in January 2016 with a then outstanding balance of $198,700. Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year.

The Senior Secured Notes are fully and unconditionally guaranteed by each of the Company’s existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries of the Company. Debt issuance costs and other transaction fees of $8,600 are included in other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (including the capital stock of the Company’s current subsidiaries), other than certain excluded assets.

At any time prior to May 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”). The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics of the underlying debt.

At any time on or after May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.

Following a change of control, as defined in the Indenture, the Company will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

Revolving Credit Facility

In April 2012, the Company also entered into a new $25,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (subject to a 2.00% floor) plus a margin of 3.50%, as the Company may elect. In addition, the Company is required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit facility is April 27, 2016. The $25,000 revolving credit facility replaced the prior $30,000 revolving credit facility that was scheduled to mature in January 2013.

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at March 31, 2015.

The fair value of the Senior Secured Notes at March 31, 2015 and December 31, 2014 is estimated based on quoted market prices as follows:


	As of March 31,		As of December 31,
	2015		2014
Carrying amount, net	$	210,000	$	210,000
Fair value	$	222,600	$	222,600

Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s and its subsidiaries’ ability, to:

•

incur additional indebtedness or guarantee obligations;

•

issue certain preferred stock or redeemable stock;

•

pay dividends beyond certain calculated thresholds, repurchase or make distributions in respect of the Company’s capital stock or make other restricted payments;

•

make certain investments;

•

sell, transfer or otherwise convey certain assets;

•

create or incur liens or other encumbrances;

•

prepay, redeem or repurchase subordinated debt prior to stated maturities;

•

designate the Company’s subsidiaries as unrestricted subsidiaries;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;

•

enter into a new or different line of business; and

•

enter into certain transactions with the Company’s affiliates.

As of March 31, 2015, none of the Company’s accumulated deficit was subject to restrictions limiting the payment of dividends, and the total amount available for dividend payments under the Company’s most restrictive covenants was approximately $217,000.

The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture and the Credit Facility.

The Indenture provides for customary events of default. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, such amounts with respect to the Senior Secured Notes will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Senior Secured Notes.

The Credit Facility contains further limitations on the Company’s ability to incur additional indebtedness and liens. In addition, to the extent the Company incurs certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. If the Company draws on the Credit Facility, the Company will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 2.75 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

The Company’s failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:

•

the Company’s failure to pay principal on the loans when due and payable, or its failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);

•

the occurrence of a change of control (as defined in the Credit Facility);

•

a breach or default by the Company or its subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10,000;

•

breach of representations or warranties in any material respect;

•

failure to perform other obligations under the Credit Facility and the security documents for the Credit Facility (subject to applicable cure periods); or

•

certain bankruptcy or insolvency events.

In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.

As of March 31, 2015, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

NOTE 4—INCOME TAXES

The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.

The effective tax rate from continuing operations for the three months ended March 31, 2015 and 2014 was 40.7% and 39.2%, respectively. The Company’s tax rate for the three months ended March 31, 2015 differs from the statutory federal tax rate primarily due to state income taxes and permanent tax items. The Company’s tax rate for the three months ended March 31, 2014 differs from the statutory federal tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions.

The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended (the “IRC”), during the fourth quarter of 2008. The ownership change has and will continue to subject the Company’s pre-ownership change net operating loss carryforwards to an annual limitation, which will significantly restrict its ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate.

As a result of the 2008 ownership change, the Company is subject to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs and recognized built-in losses. The Company determined that at the date of the ownership change, it had a net unrealized built-in loss (“NUBIL”). The NUBIL is determined based on the difference between the fair market value of the Company’s assets and their tax basis at the ownership change. Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subjected to the same limitation as the net operating loss carryforwards. Because the annual limitation is applied first against the realized built-in losses (“RBILs”), the Company does not expect to utilize any of its net operating loss carryforwards during the five year recognition period. The amount of the disallowed RBILs could increase if the Company disposes of assets with built-in losses at the date of the ownership change during the recognition period. The recognition period ended on October 31, 2013.

The Company’s acquisition of Digital Cinema Destination Corp. (“Digiplex”) (see Note 12—Theatre Acquisitions) triggered an ownership change for Digiplex during the third quarter of 2014. The Company has evaluated the impact of this ownership change, and does not believe that the ownership change will significantly limit its ability to utilize net operating losses acquired from Digiplex.

At March 31, 2015 and December 31, 2014, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $107,943 and $106,538, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. After reviewing all positive and negative evidence at March 31, 2015 and December 31, 2014, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of March 31, 2015 and December 31, 2014, the amount of unrecognized tax benefits was $167, all of which would affect the Company’s annual effective tax rate, if recognized.

NOTE 5—EQUITY BASED COMPENSATION

In May 2014, the Board of Directors adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the “2014 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee may grant stock options, stock grants, stock units, and stock appreciation rights under the 2014 Incentive Stock Plan to certain eligible employees and to outside directors. As of March 31, 2015, there were 1,128,598 shares available for future grants under the 2014 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.

The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. For certain employees who have met retirement eligibility criteria as defined in the respective award agreements, compensation expense for restricted stock awards is recognized immediately. As of March 31, 2015, the Company also had 269,566 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of March 31, 2015, 98,308 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. For those employees who have met retirement eligibility criteria as defined in the 2014 Incentive Stock Plan, compensation expense for performance-based stock awards is recognized immediately once all conditions of the award have been satisfied. The Company has determined the achievement of the performance target for the unearned awards in the current year is probable.

The Company’s total stock-based compensation expense was approximately $2,681 and $797 for the three months ended March 31, 2015 and 2014, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of March 31, 2015, the Company had approximately $4,934 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 1.4 years. This expected cost does not include the impact of any future stock-based compensation awards.

Options—Service Condition Vesting

The Company currently uses the Black-Scholes option pricing model to determine the fair value of its stock options for which vesting is dependent only on employees providing future service. Such stock options vest equally over a three-year period, except for options granted to members of the Board of Directors that vest immediately upon issuance. The stock options expire 10 years after the grant date. The Company’s stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%.

No options were granted during the first three months of 2015 or 2014. The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2015:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2015		600,000	$	8.65		5.08
Granted		—	$	—
Exercised		—	$	—
Expired		—	$	—
Forfeited		—	$	—

Outstanding at March 31, 2015		600,000	$	8.65		4.83	$	14,972

Exercisable on March 31, 2015		600,000	$	8.65		4.83	$	14,972

Expected to vest March 31, 2015		—	$	—		—	$	—

Options – Market Condition Vesting

In April 2007, the Compensation and Nominating Committee approved (pursuant to the 2004 Incentive Stock Plan) the grant of an aggregate of 260,000 stock options, at an exercise price equal to $25.95 per share, to a group of eight senior executives. The

April 2007 stock option grants are aligned with market performance, as one-third of these stock options each will vest when the Company achieves an increase in the trading price of its common stock (over the $25.95 exercise price) equal to 25%, 30% and 35%, respectively. The Company determined the aggregate grant date fair value of these stock options to be approximately $1,430. The fair value of these options was estimated on the date of grant using a Monte Carlo simulation model. Compensation expense is not subsequently adjusted for the number of shares that are ultimately vested.

The following table sets forth the summary of option activity for the Company’s stock options with market condition vesting for the three months ended March 31, 2015:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2015		100,000	$	25.95		2.28	$	—
Forfeited		—		—		—

Outstanding at March 31, 2015		100,000	$	25.95		2.04	$	765

Exercisable on March 31, 2015		66,666	$	25.95		2.04	$	510

Expected to vest March 31, 2015		—	$	—		—	$	—

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2015:


	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2015		346,377		$	19.15
Granted		169,589		$	33.64
Vested		(264,651	)	$	20.75
Forfeited		—		$	—

Nonvested at March 31, 2015		251,315		$	27.24

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

As of March 31, 2015 and December 31, 2014, goodwill and intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
As of March 31, 2015
Intangible assets:
Lease related intangibles	$	3,621	$	(942	)	$	2,679
Non-compete agreements		30		(17	)		13
Trade names		750		(557	)		193

Total intangible assets	$	4,401	$	(1,516	)	$	2,885

As of December 31, 2014
Intangible assets:
Lease related intangibles	$	3,621	$	(825	)	$	2,796
Non-compete agreements		30		(16	)		14
Trade names		750		(553	)		197

Total intangible assets	$	4,401	$	(1,394	)	$	3,007

Amortization expense of intangible assets for fiscal years 2016 through 2020 and thereafter is estimated to be approximately $482, $473, $448, $447, $223 and $444, respectively.

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2015:


	December 31, 2014			Additions		Impairments		March 31, 2015
Goodwill, gross	$	163,755		$	131	$	—	$	163,886
Accumulated impairment losses		(38,240	)		—		—		(38,240	)

Total goodwill, net	$	125,515		$	131	$	—	$	125,646

During the three months ended March 31, 2015, the Company recorded an adjustment to increase goodwill by $0.6 million in connection with the finalization of the fixed asset valuations, net of the related deferred tax assets adjustments, associated with the Digiplex purchase price allocation. The Company also recorded a decrease to goodwill of $0.5 million during the three months ended March 31, 2015 related to deferred tax adjustments.

NOTE 7—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. The Company closed three theatres during the three months ended March 31, 2015. The Company did not close any theatres during the three months ended March 31, 2014 and did not close any theatres during 2014 prior to the adoption of ASU 2014-08. Therefore the Company did not classify any closed theatres as discontinued operations during the three months ended March 31, 2015 and 2014. All activity classified as discontinued operations during the three months ended March 31, 2014 pertains to theatres closed prior to fiscal year 2014. The results of operations, including gains and losses on disposal, and cash flows of theatres classified as discontinued operations have been eliminated from the Company’s continuing operations, and the Company will not have any continuing involvement in its operations.

All activity from prior years included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

The following table sets forth the summary of activity for discontinued operations for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31,
	2015		2014
Revenue from discontinued operations	$	—	$	1

Operating loss before income taxes	$	—	$	(86	)
Income tax benefit from discontinued operations		—		34
Loss on disposal, before income taxes		—		—
Income tax benefit on disposal		—		—

Loss from discontinued operations	$	—	$	(52	)

NOTE 8—COMMITMENTS AND CONTINGENCIES

Contingencies

The Company, in the normal course of business, is involved in routine litigation and legal proceedings, such as personal injury claims, employment matters, contractual disputes and claims alleging Americans with Disabilities Act violations. Currently, there is no pending litigation or proceedings that the Company believes will have a material adverse effect, either individually or in the aggregate, on its business or its financial position, results of operations or cash flow.

NOTE 9—NET INCOME (LOSS) PER SHARE

Basic net income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 2,339 and 5,000 for the three months ended March 31, 2015 and 2014 were excluded from the calculation of diluted earnings per share because of a decline in the average market price of common stock compared to the price on the grant date.


	Three Months Ended
	March 31,
	2015			2014
Numerator:
Numerator for basic earnings per share:
Net income (loss)	$	391		$	(3,164	)
Denominator (shares in thousands):
Basic earnings per share:
Weighted average shares		24,589			22,985
Less: restricted stock issued		(105	)		(164	)

Denominator for basic earnings per share:		24,483			22,821
Effect of dilutive shares:
Restricted stock awards		145			—
Stock options		321			—

Dilutive potential common shares		466			—
Denominator for diluted earnings per share:

Adjusted weighted average shares		24,949			22,821

Basic income (loss) per share attributable to Carmike stockholders	$	0.02		$	(0.14	)

Diluted income (loss) per share attributable to Carmike stockholders	$	0.02		$	(0.14	)

NOTE 10—SCREENVISION EXHIBITION, INC.

On October 14, 2010, the Company finalized the modification of its long-term exhibition agreement (the “Modified Exhibition Agreement”) with Screenvision Exhibition, Inc. (“Screenvision”), the Company’s exclusive provider of on-screen advertising services. The Modified Exhibition Agreement extends the Company’s exhibition agreement with Screenvision, which was set to expire on July 1, 2012, for an additional 30 year term through July 1, 2042 (“Expiration Date”).

In connection with the Modified Exhibition Agreement, the Company received a cash payment of $30,000 from Screenvision in January 2011. In addition, on October 14, 2010, the Company received, for no additional consideration, Class C membership units representing, as of that date, approximately 20% of the issued and outstanding membership units of SV Holdco, LLC (“SV Holdco”). SV Holdco is a holding company that owns and operates the Screenvision business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.

In September 2011, the Company made a voluntary capital contribution of $718 to SV Holdco. The capital contribution was made to maintain the Company’s relative ownership interest following an acquisition by Screenvision and additional capital contributions by other owners of SV Holdco. The Company received Class A membership units representing less than 1% of the issued and outstanding membership units of SV Holdco in return for the Company’s capital contribution.

As of March 31, 2015, the Company held Class C and Class A membership units representing approximately 20% of the total issued and outstanding membership units of SV Holdco. As of March 31, 2015, the carrying value of the Company’s ownership interest in SV Holdco is $5,029 and is included in investments in unconsolidated affiliates in the consolidated balance sheets. For book purposes, the Company has accounted for its investment in SV Holdco, LLC, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment pursuant to ASC 970-323-25-6.

The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $88,000 as of March 31, 2015.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of March 31, 2015 and December 31, 2014.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,526 and $2,779 for the three months ended March 31, 2015 and 2014, respectively. The Company reclassifies certain amounts from Screenvision included in concessions and other revenue to earnings from unconsolidated affiliates. The amount reclassified is based on the Company’s non-forfeitable ownership percentage of SV Holdco membership units, represents an intercompany gain to the Company and totaled $446 and $490 for the three months ended March 31, 2015 and 2014, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $886 and $2,383 at March 31, 2015 and December 31, 2014, respectively.

A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the three months ended March 31, 2015 is as follows:


Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2015	$	4,195
Equity income of SV Holdco		834

Balance at March 31, 2015	$	5,029


Deferred revenue	SV Holdco
Balance at January 1, 2015	$	31,827
Amortization of up-front payment		(237	)
Amortization of Class C units		(53	)

Balance at March 31, 2015	$	31,537

On May 5, 2014, National CineMedia, Inc. (“NCM”) entered into a definitive merger agreement to acquire Screenvision, a subsidiary of SV Holdco, for $225,000 in cash and $150,000 of NCM’s common stock. On November 3, 2014, the Department of Justice filed an antitrust lawsuit seeking to prevent NCM’s acquisition of Screenvision, and on March 16, 2015, NCM and Screenvision agreed to terminate the Merger Agreement. The termination of the merger agreement did not have an impact on the Company’s condensed consolidated financial statements.

NOTE 11—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in affiliated companies accounted for by the equity method consist of our ownership interest in Screenvision, as discussed in Note 10—Screenvision Exhibition, Inc., and interests in other joint ventures.

Combined financial information of the unconsolidated affiliated companies accounted for by the equity method is as follows:


	As of March 31,
	2015
Assets:
Current assets	$	52,925
Noncurrent assets		123,860

Total assets	$	176,785

Liabilities:
Current liabilities	$	39,221
Noncurrent liabilities		63,941

Total liabilities	$	103,162


	Three Months Ended
	March 31, 2015		March 31, 2014
Results of operations:
Revenue	$	23,613	$	31,475
Operating income	$	11,318	$	(7,820	)
Income from continuing operations	$	6,310	$	(5,083	)
Net income	$	6,310	$	(5,083	)

A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2015 and 2014 is as follows:


	March 31,
Loss from unconsolidated affiliates	2015		2014
Income (loss) from unconsolidated affiliates	$	902	$	(575	)
Elimination of intercompany revenue		446		490

Income (loss) from unconsolidated affiliates	$	1,348	$	(85	)

NOTE 12—THEATRE ACQUISITIONS

Digiplex

On August 15, 2014, the Company completed its acquisition of Digiplex pursuant to an Agreement and Plan of Merger with Digiplex and Badlands Acquisition Corporation, a wholly-owned subsidiary of the Company. As a result of the acquisition Digiplex is now a wholly-owned subsidiary of the Company. The acquisition of Digiplex supports the Company’s growth strategy. Digiplex operated 21 theatres and 206 screens in 9 U.S. states. Upon completion of the merger, each issued and outstanding share of Digiplex Class A common stock and Class B common stock, except for any shares owned by the Company, Digiplex or any of their respective subsidiaries, was converted into the right to receive 0.1765 shares of the Company’s common stock, referred to as the “exchange ratio,” or approximately 1.4 million shares of the Company’s common stock in the aggregate. In addition to the shares issued, the Company also assumed a note payable of $9,099, which the Company paid subsequent to closing.

In December 2012, Digiplex, together with Start Media LLC (“Start Media”), formed a joint venture, Start Media Digiplex, LLC (“JV”) to acquire theatre assets. As of August 15, 2014, Digiplex owned 34% of the equity of the joint venture. On August 15, 2014, in conjunction with the acquisition, the Company paid cash of $10,978 to Start Media for its 66% interest in the joint venture. Also in connection with the acquisition, the Company paid cash of $181 in lieu of 30,000 shares of Digiplex common stock held in escrow for the former owners of two Digiplex theatres.

Prior to the acquisition, Digiplex had entered into agreements to acquire an additional four theatres and 33 screens (“pipeline theatres”). The Company completed its acquisition of one pipeline theatre and ten screens on August 22, 2014 and two pipeline theatres and 18 screens on September 26, 2014. Total cash consideration paid for the pipeline theatres was approximately $5,400 and resulted in an increase to Goodwill during the year ended December 31, 2014 of approximately $3,250. The transaction for one pipeline theatre was terminated subsequent to the acquisition. The acquisition of the three pipeline theatres was not significant individually or in the aggregate to the Company’s results of operations for the year ended December 31, 2014.

The following table summarizes the preliminary purchase price for Digiplex.


Number of shares of Digiplex common stock outstanding at August 15, 2014		7,832
Exchange ratio		0.1765
Number of shares of Carmike common stock—as exchanged		1,382
Carmike common stock price on August 15, 2014	$	34.20

Estimated fair value of 1.4 million common shares issued per merger agreement	$	47,274
Cash settlement of Start Media joint venture		10,978
Cash settlement of shares held in escrow		181

Total preliminary estimated acquisition consideration	$	58,433

The following table summarizes the preliminary purchase price allocation, which is subject to the final deferred income tax computations.


	Digiplex
Total purchase price, net of cash received	$	58,004

Accounts receivable		515
Other current assets		266
Property and equipment		25,126
Intangible assets		2,190
Other assets		521
Deferred tax assets		10,211
Accounts payable		(3,359	)
Accrued expenses		(3,730	)
Unfavorable lease obligations		(5,980	)
Capital leases assumed		(850	)
Assumption of Northlight term loan		(9,099	)

Net assets acquired		15,811

Goodwill	$	42,193

Management believes that the fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $42,193 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is not expected to be deductible for income tax purposes. During the three months ended March 31, 2015, the Company completed its valuation of the fixed assets acquired which resulted in a decrease to property and equipment and an increase to goodwill of $668. Identifiable intangible assets recognized of $2,190 represent favorable lease obligations and will be amortized to theatre occupancy costs over the respective lease term. The Company also recognized unfavorable lease obligations of $5,980. The weighted-average useful life of the favorable lease obligations, prior to the exercise of any extension or renewals associated with the underlying leases is 6.1 years.

The results of Digiplex’s operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Digiplex included in the Company’s operating results for the three months ended March 31, 2015 were $12,876 and $1,071, respectively.

NOTE 13—GUARANTOR SUBSIDIARIES

In June 2012, the Company issued in a registered exchange offer $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019. The Senior Secured Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries (the “Guarantor Subsidiaries”): Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc., Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC, Carmike Motion Pictures Houston, LLC, Start Media/Digiplex, LLC, DC Apple Valley Cinema, LLC, DC Bloomfield Cinema, LLC, DC Churchville Cinema, LLC, DC Cinema Centers, LLC, DC Cranford Cinema, LLC, DC Lisbon Cinema, LLC, DC Mechanicsburg Cinema, LLC, DC Mission Marketplace Cinema, LLC, DC New Smyrna Beach Cinema, LLC, DC Poway Cinema, LLC, DC River Village Cinema, LLC, DC Solon Cinema, LLC, DC Sparta Cinema, LLC, DC Surprise Cinema, LLC, DC Temecula Cinema, LLC, DC Torrington Cinema, LLC, DC Westfield Cinema, LLC, DC Sarver Cinema, LLC, DC Londonderry, LLC, DC Lansing, LLC, Seth Childs 12 of Kansas, LLC, Carmike Concessions, LLC and Carmike Concessions II, LLC.

During the three months ended March 31, 2015, the Company completed an entity assessment designed to achieve certain operational efficiencies. As a result of this assessment, certain theatres were transferred between Carmike Cinemas, Inc. and its guarantor subsidiaries. The condensed consolidating balance sheet as of December 31, 2014, the condensed consolidating statement of operations for the three months ended March 31, 2014 and the condensed consolidating statement of cash flows for the three months ended March 31, 2014 have been reclassified to the 2015 presentation.

The Company is providing the following condensed consolidating financial statement information as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

CONDENSED CONSOLIDATING BALANCE SHEET


	As of March 31, 2015
	Carmike			Guarantor
	Cinemas, Inc.			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	65,835		$	27,030		$	—		$	92,865
Restricted cash		412			—			—			412
Accounts receivable		15,347			10,651			(9,993	)		16,005
Inventories		740			2,861			—			3,601
Deferred income tax asset		2,470			2,221			—			4,691
Prepaid expenses and other current assets		24,085			10,868			(15,548	)		19,405

Total current assets		108,889			53,631			(25,541	)		136,979

Property and equipment:
Land		8,029			40,664			—			48,693
Buildings and building improvements		52,366			296,923			—			349,289
Leasehold improvements		27,976			161,769			—			189,745
Assets under capital leases		12,689			37,709			—			50,398
Equipment		78,780			207,902			—			286,682
Construction in progress		7,897			10,868			—			18,765

Total property and equipment		187,737			755,835			—			943,572
Accumulated depreciation and amortization		(104,919	)		(341,292	)		—			(446,211	)

Property and equipment, net of accumulated depreciation		82,818			414,543			—			497,361

Intercompany receivables		129,344			—			(129,344	)		—
Investments in subsidiaries		174,468			—			(174,468	)		—
Goodwill		51,507			74,139			—			125,646
Intangible assets, net of accumulated amortization		63			2,822			—			2,885
Investments in unconsolidated affiliates		5,029			837			—			5,866
Deferred income tax asset		53,037			50,215			—			103,252
Assets held for sale		973			—			—			973
Other		8,598			9,108			—			17,706

Total assets	$	614,726		$	605,295		$	(329,353	)	$	890,668

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	22,032		$	26,803		$	(9,993	)	$	38,842
Accrued expenses		17,948			29,911			(15,548	)		32,311
Deferred revenue		11,315			11,122			—			22,437
Current maturities of capital leases and long-term financing obligations		1,504			8,485			—			9,989

Total current liabilities		52,799			76,321			(25,541	)		103,579

Long-term liabilities:
Long-term debt		209,708			—			—			209,708
Capital leases and long-term financing obligations, less current maturities		25,246			202,749			—			227,995
Intercompany liabilities		—			129,344			(129,344	)		—
Deferred revenue		30,380			—			—			30,380
Other		8,414			22,413			—			30,827

Total long-term liabilities		273,748			354,506			(129,344	)		498,910

Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		751			1			(1	)		751
Treasury stock		(16,849	)		—			—			(16,849	)
Paid-in capital		496,107			269,635			(269,635	)		496,107
Accumulated deficit		(191,830	)		(95,168	)		95,168			(191,830	)

Total stockholders’ equity		288,179			174,468			(174,468	)		288,179

Total liabilities and stockholders’ equity	$	614,726		$	605,295		$	(329,353	)	$	890,668

CONDENSED CONSOLIDATING BALANCE SHEET


	As of December 31, 2014
	Carmike			Guarantor
	Cinemas, Inc.			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	66,010		$	31,527		$	—		$	97,537
Restricted cash		395			—			—			395
Accounts receivable		17,186			14,640			(13,191	)		18,635
Inventories		779			2,954			—			3,733
Deferred income tax asset		2,479			2,212			—			4,691
Prepaid expenses and other current assets		22,539			10,513			(14,921	)		18,131

Total current assets		109,388			61,846			(28,112	)		143,122

Property and equipment:
Land		9,224			40,663			—			49,887
Buildings and building improvements		54,042			289,676			—			343,718
Leasehold improvements		28,432			159,001			—			187,433
Assets under capital leases		12,689			37,709			—			50,398
Equipment		81,014			200,722			—			281,736
Construction in progress		10,565			16,144			—			26,709

Total property and equipment		195,966			743,915			—			939,881
Accumulated depreciation and amortization		(106,481	)		(331,897	)		—			(438,378	)

Property and equipment, net of accumulated depreciation		89,485			412,018			—			501,503

Intercompany receivables		129,877			—			(129,877	)		—
Investments in subsidiaries		172,742			—			(172,742	)		—
Goodwill		51,507			74,008			—			125,515
Intangible assets, net of accumulated amortization		69			2,938			—			3,007
Investments in unconsolidated affiliates		4,195			884			—			5,079
Deferred income tax asset		54,203			47,644			—			101,847
Other		11,622			6,407			—			18,029

Total assets	$	623,088		$	605,745		$	(330,731	)	$	898,102

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	32,722		$	22,650		$	(13,191	)	$	42,181
Accrued expenses		17,550			29,934			(14,921	)		32,563
Deferred revenue		8,238			15,275			—			23,513
Current maturities of capital leases and long-term financing obligations		1,394			8,273			—			9,667

Total current liabilities		59,904			76,132			(28,112	)		107,924

Long-term liabilities:
Long-term debt		209,690			—			—			209,690
Capital leases and long-term financing obligations, less current maturities		25,647			204,556			—			230,203
Intercompany liabilities		—			129,877			(129,877	)		—
Deferred revenue		30,669			—			—			30,669
Other		8,633			22,438			—			31,071

Total long-term liabilities		274,639			356,871			(129,877	)		501,633

Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		744			1			(1	)		744
Treasury stock		(13,565	)		—			—			(13,565	)
Paid-in capital		493,587			269,635			(269,635	)		493,587
Accumulated deficit		(192,221	)		(96,894	)		96,894			(192,221	)

Total stockholders’ equity		288,545			172,742			(172,742	)		288,545

Total liabilities and stockholders’ equity	$	623,088		$	605,745		$	(330,731	)	$	898,102

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2015
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	16,910		$	94,446		$	—		$	111,356
Concessions and other		22,828			60,526			(10,376	)		72,978

Total operating revenues		39,738			154,972			(10,376	)		184,334

Operating costs and expenses:
Film exhibition costs		10,043			51,640			—			61,683
Concession costs		1,417			6,605			—			8,022
Salaries and benefits		4,181			19,532			—			23,713
Theatre occupancy costs		4,185			19,249			—			23,434
Other theatre operating costs		6,740			35,665			(10,376	)		32,029
General and administrative expenses		9,182			845			—			10,027
Depreciation and amortization		2,592			10,495			—			13,087
Gain on sale of property and equipment		(1,028	)		(3	)		—			(1,031	)
Impairment of long-lived assets		677			713			—			1,390

Total operating costs and expenses		37,989			144,741			(10,376	)		172,354

Operating income		1,749			10,231			—			11,980
Interest expense		5,253			7,416			—			12,669
Equity in earnings of subsidiaries		(1,726	)		—			1,726			—

(Loss) income before income tax and income from unconsolidated affiliates		(1,778	)		2,815			(1,726	)		(689	)
Income tax (benefit) expense		(889	)		1,157			—			268
Income from unconsolidated affiliates		1,280			68			—			1,348

Net income	$	391		$	1,726		$	(1,726	)	$	391

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	17,815		$	79,757		$	—		$	97,572
Concessions and other		20,080			49,028			(7,756	)		61,352

Total operating revenues		37,895			128,785			(7,756	)		158,924

Operating costs and expenses:
Film exhibition costs		9,768			43,121			—			52,889
Concession costs		1,519			5,600			—			7,119
Salaries and benefits		4,440			17,094			—			21,534
Theatre occupancy costs		4,183			16,178			—			20,361
Other theatre operating costs		6,877			30,261			(7,756	)		29,382
General and administrative expenses		6,845			653			—			7,498
Depreciation and amortization		2,615			9,156			—			11,771
Gain on sale of property and equipment		(7	)		(60	)		—			(67	)
Impairment of long-lived assets		3			355			—			358

Total operating costs and expenses		36,243			122,358			(7,756	)		150,845

Operating income		1,652			6,427			—			8,079
Interest expense		5,313			7,803			—			13,116
Equity in loss of subsidiaries		1,252			—			(1,252	)		—

Loss before income tax and income from unconsolidated affiliates		(4,913	)		(1,376	)		1,252			(5,037	)
Income tax benefit		(1,924	)		(86	)		—			(2,010	)
(Loss) income from unconsolidated affiliates		(180	)		95			—			(85	)

Loss from continuing operations		(3,169	)		(1,195	)		1,252			(3,112	)
Income (loss) from discontinued operations		5			(57	)		—			(52	)

Net loss	$	(3,164	)	$	(1,252	)	$	1,252		$	(3,164	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2015
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	4,492		$	14,087		$	—		$	18,579

Cash flows from investing activities:
Purchases of property and equipment		(3,112	)		(14,638	)		—			(17,750	)
Investment in unconsolidated affiliates		—			(36	)		—			(36	)
Proceeds from sale of property and equipment		1,575			25			—			1,600
Intercompany receivable/payable		625			—			(625	)		—
Other investing activities		(17	)		—			—			(17	)

Net cash used in investing activities		(929	)		(14,649	)		(625	)		(16,203	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(300	)		(1,740	)		—			(2,040	)
Issuance of common stock		33			—			—			33
Purchase of treasury stock		(3,471	)		—			—			(3,471	)
Earnout payment for acquisitions		—			(1,570	)					(1,570	)
Intercompany receivable/payable		—			(625	)		625			—

Net cash provided by (used in) financing activities		(3,738	)		(3,935	)		625			(7,048	)

Increase in cash and cash equivalents		(175	)		(4,497	)		—			(4,672	)
Cash and cash equivalents at beginning of period		66,010			31,527			—			97,537

Cash and cash equivalents at end of period	$	65,835		$	27,030		$	—		$	92,865

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(4,392	)	$	4,813		$	—		$	421

Cash flows from investing activities:
Purchases of property and equipment		(1,424	)		(6,030	)		—			(7,454	)
Investment in unconsolidated affiliates		—			(3	)		—			(3	)
Proceeds from sale of property and equipment		222			41			—			263
Intercompany receivable		13,076			—			(13,076	)		—
Other investing activities		55			—			—			55

Net cash provided by (used in) investing activities		11,929			(5,992	)		(13,076	)		(7,139	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(291	)		(1,465	)		—			(1,756	)
Purchase of treasury stock		(1,483	)		—			—			(1,483	)
Intercompany payable		—			(13,076	)		13,076			—

Net cash used in financing activities		(1,774	)		(14,541	)		13,076			(3,239	)

Increase (decrease) in cash and cash equivalents		5,763			(15,720	)		—			(9,957	)
Cash and cash equivalents at beginning of period		99,947			43,920			—			143,867

Cash and cash equivalents at end of period	$	105,710		$	28,200		$	—		$	133,910

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company

We are one of the largest motion picture exhibitors in the United States and as of March 31, 2015 we owned, operated or had an interest in 272 theatres with 2,894 screens located in 41 states. We target mid-size non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.

As of March 31, 2015, all of our theatres are on a digital-based platform and 256 theatres with 1,081 screens are equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.

We generate revenue primarily from box office receipts and concession sales along with additional revenues from screen advertising sales, our two Bogart’s Bar and Grill restaurants, our Hollywood Connection fun center, video games located in some of our theatres, and theatre rentals. Our revenue depends to a substantial degree on the availability of suitable motion pictures for screening in our theatres and the appeal of such motion pictures to patrons in our specific theatre markets. A disruption in the production of motion pictures, a lack of motion pictures, or the failure of motion pictures to attract the patrons in our theatre markets will likely adversely affect our business and results of operations.

Our revenue also varies significantly depending upon the timing of the film releases by distributors. While motion picture distributors now release major motion pictures more evenly throughout the year, the most marketable films are usually released during the summer months and the year-end holiday season, and we usually earn more during those periods than in other periods during the year. As a result, the timing of such releases affects our results of operations, which may vary significantly from quarter to quarter and year to year.

We generate the majority of our box office revenue from a particular film within the first 30 days of its release date to theatre exhibitors. Historically, films have not been released in other formats, such as DVD or video-on-demand, until approximately 120 days after the film’s initial release. However, over the past several years, the release window for films in other formats has shortened. It is possible that these release windows will continue to shorten, which could impact our ability to attract patrons to our theatres.

Film rental costs are variable in nature and fluctuate with the prospects of a film and the box office revenues of a film. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis and are typically higher for blockbuster films. Advertising costs, which are expensed as incurred, primarily represent advertisements and movie listings placed in newspapers. The cost of these advertisements is based on, among other things, the size of the advertisement and the circulation of the newspaper.

Concessions costs fluctuate with our concession revenues. We purchase substantially all of our non-beverage concession supplies from one supplier and substantially all of our beverage supplies from one supplier.

Theatre labor includes a fixed cost component that represents the minimum staffing needed to operate a theatre and a variable component that fluctuates in relation to revenues as theatre staffing is adjusted to address changes in attendance. Facility lease expense is primarily a fixed cost as most of our leases require a fixed monthly rent payment. Certain of our leases are subject to percentage rent clauses that require payments of amounts based on the level of revenue achieved at the theatre-level. Other occupancy costs are substantially fixed. Other theatre operating costs consist primarily of taxes and licenses, insurance, credit and debit card fees, supplies and other miscellaneous theatre costs.

The ultimate performance of our film product any time during the calendar year will have a dramatic impact on our operating results and cash needs. In addition, the seasonal nature of the exhibition industry and positioning of film product makes our need for cash vary significantly from quarter to quarter. Generally, our liquidity needs are funded by operating cash flow, available funds under our credit agreement and short term float. Our ability to generate this cash will depend largely on future operations.

We continue to focus on operating performance improvements. This includes managing our operating costs, implementing pricing initiatives and closing underperforming theatres. We also intend to allocate our available capital primarily to developing new build-to-suit theatres, making strategic acquisitions, converting traditional theatres to our in-theatre dining concept, installing Big D and IMAX auditoriums and improving the condition of our theatres.

We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. After completing our acquisition of Digital Cinema Destination Corp. (“Digiplex”) on August 15, 2014, which consisted of 21 theatres and 206 screens

along with the subsequent acquisition of three theatres and 28 screens in the Digiplex acquisition pipeline, we have acquired over 50 theatres and 700 screens since 2012. In addition, we continue to pursue opportunities for organic growth through new theatre development. During the three months ended March 31, 2015, we opened one theatre and ten screens. We anticipate opening up to six new build-to-suit theatres in 2015. We intend to include one large-format auditorium in each of our new build-to-suit theatres.

As of March 31, 2015, we operated 46 large-format auditoriums, including 28 Big D auditoriums, 16 IMAX auditoriums and two MuviXL auditoriums. We believe that our large-format auditoriums enhance the enjoyment of our audiences and plan to convert additional screens to a large-screen format in future periods. In October 2013, we entered into a new revenue sharing agreement with IMAX for ten additional IMAX theatre systems to be installed in new construction projects and existing multiplexes. As of March 31, 2015, five of the ten IMAX theatre systems had been installed.

During 2014, we began converting three theatres to our in-theatre dining concept. Two of these theatres opened during the three months ended March 31, 2015. These theatres features a casual in-theatre dining and movie-going experience for the entire family. In addition to push-button service, these theatres allow patrons to enjoy a wide array of food and beverage options while enjoying a movie in our premium seats. We believe that a single theatre and dining destination provides our patrons with a more convenient and affordable entertainment experience which can lead to increased visits. We intend to convert additional theatres to in-theatre dining as well as construct new build-to-suit in-theatre dining complexes in future years.

Two entertainment complexes acquired from Muvico include a Bogart’s Bar and Grill restaurant. In addition to these restaurants, we currently operate two Ovation Club auditoriums that feature a premier in-theatre dining experience. In certain locations, we offer an enhanced food and beverage menu, including the sale of alcoholic beverages. We anticipate expanding our in-theatre dining presence in future years. Revenues generated from the operation of these dining concepts were not significant to our consolidated statements of operations.

For a summary of risks and uncertainties relevant to our business, please see “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

Results of Operations

Comparison of Three Months Ended March 31, 2015 and March 31, 2014

Revenues. We collect substantially all of our revenues from the sale of admission tickets and concessions. The table below provides a comparative summary of the operating data for this revenue generation.


	Three Months Ended March 31,
	2015		2014
Average theatres		273		252
Average screens		2,893		2,660
Average attendance per screen (1)		5,343		5,104
Average admission per patron (1)	$	7.20	$	7.19
Average concessions and other sales per patron (1)	$	4.72	$	4.52
Total attendance (in thousands) (1)		15,457		13,578
Total operating revenues (in thousands)	$	184,334	$	158,924

(1)	Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations.

Total operating revenues increased approximately 16.0% to $184.3 million for the three months ended March 31, 2015 compared to $158.9 million for the three months ended March 31, 2014, due to an increase in total attendance from 13.6 million in the first quarter of 2014 to 15.5 million in the first quarter of 2015, an increase in average admissions per patron from $7.19 in the first quarter of 2014 to $7.20 for the first quarter of 2015 and an increase in average concessions and other sales per patron from $4.52 in the first quarter of 2014 to $4.72 in the first quarter of 2015. Excluding the acquired Digiplex theatres, total operating revenues increased 7.9% to $171.5 million. The increase in total revenues, excluding the acquired Digiplex theatres, was due to an increase in total attendance from 13.6 million to 14.3 million and an increase in average concessions and other sales per patron from $4.52 to $4.77. Excluding the acquired Digiplex theatres, attendance and attendance per screen were up period over period primarily due to a more favorable movie slate during the first quarter of 2015. Average admission per patron for the first quarter of 2015 remained consistent with the first quarter of 2014 while average concessions and other sales per patron increased primarily due to concession promotions and increased prices.

Admissions revenue increased approximately 14.1% to $111.4 million for the three months ended March 31, 2015 from $97.6 million for the same period in 2014, due to an increase in total attendance from 13.6 million in the first quarter of 2014 to 15.5 million for the first quarter of 2015 and an increase in average admissions per patron from $7.19 in the first quarter of 2014 to $7.20 for the first quarter of 2015. Excluding admissions revenue of $8.3 million from the acquired Digiplex theatres, admissions revenue increased 5.6% to $103.1 million in 2015 from $97.6 million in 2014.

Concessions and other revenue increased approximately 18.9% to $73.0 million for the three months ended March 31, 2015 compared to $61.4 million for the same period in 2014 due to an increase in total attendance from 13.6 million for the three months ended March 31, 2014 to 15.5 million for the three months ended March 31, 2015 and an increase in average concessions and other sales per patron from $4.52 in the first quarter of 2014 to $4.72 in the first quarter of 2015. Excluding concessions and other revenues from the acquired Digiplex theatres, concessions and other revenues increased 11.5% to $68.4 million in 2015 from $61.4 million in 2014.

We operated 272 theatres with 2,894 screens at March 31, 2015 compared to 252 theatres with 2,660 screens at March 31, 2014.

Operating costs and expenses. The table below summarizes operating expense data for the periods presented.


	Three Months Ended
	March 31,
($’s in thousands)	2015			2014			% Change
Film exhibition costs	$	61,683		$	52,889			17
Concession costs	$	8,022		$	7,119			13
Salaries and benefits	$	23,713		$	21,534			10
Theatre occupancy costs	$	23,434		$	20,361			15
Other theatre operating costs	$	32,029		$	29,382			9
General and administrative expenses	$	10,027		$	7,498			34
Depreciation and amortization	$	13,087		$	11,771			11
Gain on sale of property and equipment	$	(1,031	)	$	(67	)		n/m
Impairment of long-lived assets	$	1,390		$	358			n/m

Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended March 31, 2015 increased to $61.7 million as compared to $52.9 million for the three months ended March 31, 2014 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 55.4% and 54.2% for the three months ended March 31, 2015 and 2014, respectively. Excluding the acquired Digiplex theatres, film exhibition costs for the three months ended March 31, 2015 increased to $57.4 million as compared to $52.9 million for the three months ended March 31, 2014 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, excluding the acquired Digiplex theatres, film exhibition costs were 55.7% for the three months ended March 31, 2015 as compared to 54.2% for the three months ended March 31, 2014.

Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended March 31, 2015 increased to $8.0 million compared to $7.1 million for the three months ended March 31, 2014 due to increased concession sales resulting from increased attendance during the three months ended March 31, 2015. As a percentage of concessions and other revenues, concession costs for the three months ended March 31, 2015 were 11.0% as compared to 11.6% for the three months ended March 31, 2014. Excluding the acquired Digiplex theatres, concession costs for the three months ended March 31, 2015 increased to $7.6 million as compared to $7.1 million for the three months ended March 31, 2014. Excluding the acquired Digiplex theatres, as a percentage of concessions and other revenues, concessions costs were 11.1% for the three months ended March 31, 2015 as compared to 11.6% for the three months ended March 31, 2014. The decrease in concession costs as a percentage of concessions and other revenues for the three months ended March 31, 2015 was due primarily to a decrease in the cost of concession supplies and higher concession rebates.

Salaries and benefits. Salaries and benefits increased $2.2 million from $21.5 million for the three months ended March 31, 2014 to $23.7 million for the three months ended March 31, 2015. Excluding the acquired Digiplex theatres, salaries and benefits increased $0.4 million from $21.5 million for the three months ended March 31, 2014 to $21.9 million for the three months ended March 31, 2015 primarily due to increased staffing levels reflecting the increase in attendance.

Theatre occupancy costs. Theatre occupancy costs are primarily comprised of rent expense on buildings and equipment (recognized on a straight-line basis over the shorter of the lease term or the economic useful life of the lease), contingent rent and other theatre occupancy costs. Theatre occupancy costs for the three months ended March 31, 2015 increased $3.0 million to $23.4 million as compared to $20.4 million for the three months ended March 31, 2014. Excluding the acquired Digiplex theatres, theatre occupancy costs increased $1.2 million to $21.6 million. The increase in theatre occupancy costs for the three months ended March 31, 2015 is due primarily to an increase in rent expense of $1.3 million associated with the opening of 6 theatres and 72 screens subsequent to the end of the first quarter of 2014, partially offset by theatre closures subsequent to the end of the first quarter of 2014.

Other theatre operating costs. Other theatre operating costs for the three months ended March 31, 2015 increased to $32.0 million as compared to $29.4 million for the three months ended March 31, 2014. Excluding the acquired Digiplex theatres, other theatre operating costs for the three months ended March 31, 2015 increased to $29.7 million as compared to $29.4 million for the three months ended March 31, 2014.

General and administrative expenses. General and administrative expenses increased to $10.0 million for the three months ended March 31, 2015 compared to $7.5 million for the three months ended March 31, 2014. The increase in general and administrative expenses during the three months ended March 31, 2015 was primarily the result of increases in professional fees of $0.6 million related primarily to acquisition activities and increases in salaries and benefits of $2.2 million related primarily to the acceleration of share-based compensation for certain retirement-eligible executives.

Depreciation and amortization. Depreciation and amortization expenses increased to $13.1 million for the three months ended March 31, 2015 as compared to $11.8 million for the three months ended March 31, 2014. The increase in depreciation and amortization expenses was primarily due to depreciation and amortization expenses associated with theatres acquired during 2014.

Net gain on sales of property and equipment. We recognized a gain on the sale of property and equipment of $1.0 million for the three months ended March 31, 2015 and a gain on the sale of property and equipment of $67 thousand for the three months ended March 31, 2014.

Impairment of long-lived assets. We recorded impairment charges of $1.4 million and $0.4 million for the three months ended March 31, 2015 and 2014, respectively. The impairment charges for the three months ended March 31, 2015 were primarily the result of deterioration in the operating results of the impaired theatres, a decline in the market value of a previously closed theatre and the continued deterioration of previously impaired theatres. The impairment charges for the three months ended March 31, 2014 primarily resulted from the continued deterioration of previously impaired theatres.

Operating income. Operating income for the three months ended March 31, 2015 increased to $12.0 million from $8.1 million for the three months ended March 31, 2014. As a percentage of total operating revenues, operating income for the three months ended March 31, 2015 was 6.5% as compared to 5.1% for the three months ended March 31, 2014. This fluctuation is primarily a result of an increase in total attendance for the three months ended March 31, 2015, partially offset by an increase in fixed operating costs associated with the acquired Digiplex theatres and the factors described above.

Interest expense, net. Interest expense, net for the three months ended March 31, 2015 and 2014 was $12.7 million and $13.1 million, respectively. Interest expense decreased for the three months ended March 31, 2015 primarily due to lower capital lease and financing obligations balances.

Income tax. During the three months ended March 31, 2015 and 2014, we recorded income tax expense of $268 thousand and an income tax benefit of $2.0 million, respectively, primarily as a result of our income or loss from continuing operations. At March 31, 2015 and December 31, 2014, our consolidated deferred tax assets were $107.9 million and $106.5 million, respectively. As of each reporting date, we assess whether it is more likely than not that our deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing our income tax expense in the period that such conclusion is made.

The effective tax rate from continuing operations for the three months ended March 31, 2015 was 40.7%. Our tax rate for the three months ended March 31, 2015 differs from the statutory tax rate primarily due to state income taxes and permanent tax items.

Loss from discontinued operations, net of tax benefit. Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. We did not close any theatres prior to the adoption of ASU 2014-08 in April 2014 and therefore did not classify any closed theatres as discontinued operations.

Liquidity and Capital Resources

General

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a substantial working capital deficit because our operating revenues are primarily received on a cash basis. Rather than maintain significant cash balances that would result from this pattern of operating cash flows, we utilize operating cash flows in excess of those required to fund capital projects, including new build-to-suit theatres and acquisitions. We had a working capital surplus of $35.0 million as of March 31, 2015 compared to a working capital surplus of $35.2 million at December 31, 2014. The working capital surplus in 2015 and 2014 resulted from proceeds of $88.0 million received from our common stock offering in July 2013.

At March 31, 2015, we had available borrowing capacity of $25 million under our revolving Credit Facility and approximately $92.9 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving Credit Facility and approximately $97.5 million in cash and cash equivalents at December 31, 2014. The material terms of our revolving credit facility (including limitations on our ability to freely use all the available borrowing capacity) are described below in “Credit Agreement and Covenant Compliance.”

Net cash provided by operating activities was $18.6 million for the three months ended March 31, 2015 compared to net cash provided by operating activities of $0.4 million for the three months ended March 31, 2014. Cash provided by operating activities was higher for the three months ended March 31, 2015 due primarily to increased operating revenues resulting from increased attendance, admissions revenue per patron and concessions and other revenues per patron as well as an increase in accounts payable during the three months ended March 31, 2015, during the same period. Net cash used in investing activities was $16.2 million for the three months ended March 31, 2015 compared to $7.1 million for the three months ended March 31, 2014. The increase in our net cash used in investing activities is primarily due to an increase in cash used for the purchases of property and equipment, partially offset by an increase in proceeds from the sale of property and equipment. Capital expenditures were $17.8 million and $7.5 million for the three months ended March 31, 2015 and 2014, respectively. Capital expenditures for the 2015 period related to recently constructed build-to-suit theatres, the conversion of certain traditional theatres to our casual in-theatre dining concept and theatre renovations. Capital expenditures for the 2014 period related primarily to recently constructed build-to-suit theatres. Net cash used in financing activities was $7.0 million and $3.2 million for the three months ended March 31, 2015 and 2014, respectively. The net cash used in financing activities for the three months ended March 31, 2015 was primarily due to repayments of capital leases and financing obligations, purchases of treasury shares to satisfy tax obligations related to our incentive stock program, and the payment of an earnout contingency related to a prior year acquisition. The net cash used in financing activities for the three months ended March 31, 2014 was primarily due to repayments of capital leases and financing obligations and purchases of treasury shares to satisfy tax obligations related to our incentive stock program.

Our liquidity needs are funded by operating cash flow, availability under our Credit Facility and available cash. The exhibition industry is seasonal with the studios normally releasing their premiere film product during the holiday season and summer months. This seasonal positioning of film product makes our needs for cash vary significantly from quarter to quarter. Additionally, the ultimate performance of the films any time during the calendar year will have a dramatic impact on our cash flow.

We from time to time close older theatres or do not renew the leases, and the expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations. We closed three theatres during the first three months of 2015 and estimate closing approximately six theatres for the full year 2015.

We plan to incur up to $60 million in capital expenditures for calendar year 2015. We plan to open up to six new build-to-suit theatres in 2015 and expect to include one large format digital screen in all new build-to-suit theatres. As of March 31, 2015, we have 28 Big D auditoriums, 16 IMAX auditoriums and two MuviXL auditoriums. We believe that the addition of Big D and IMAX auditoriums will have a positive impact on our operating results.

7.375% Senior Secured Notes

On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019 (the “Senior Secured Notes”). Interest is payable on the Senior Secured Notes on May 15 and November 15 of each year, beginning on November 15, 2012. The Senior Secured Notes are fully and unconditionally guaranteed by each of our existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries. Debt issuance costs and other transaction fees of $8.6 million are included in prepaid expenses and other current assets and other non-current assets and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of our and our guarantors’ current and future property and assets (including the capital stock of our current subsidiaries), other than certain excluded assets.

At any time prior to May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, we may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”).

At any time on or after May 15, 2015, we may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 105.53%.

Following a change of control, as defined in the Indenture, we will be required to make an offer to repurchase all or any portion of the Senior Secured Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The Indenture includes covenants that limit the ability of us and our restricted subsidiaries to, among other things: incur additional indebtedness or guarantee obligations; issue certain preferred stock or redeemable stock; subject to certain exceptions, pay dividends beyond certain calculated thresholds, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments; sell, transfer or otherwise convey certain assets; create or incur liens or other encumbrances; prepay, redeem or repurchase subordinated debt prior to stated maturities; designate our subsidiaries as unrestricted subsidiaries; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into a new or different line of business; and enter into certain transactions with our affiliates. The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.

Revolving Credit Facility

On April 27, 2012, we entered into a revolving credit facility (the “Credit Facility”) by and among us, as borrower, the banks and other financial institutions or entities from time to time parties to the credit agreement governing the Credit Facility (the “Credit Agreement”), as lenders, and Macquarie US Trading LLC as administrative agent. Macquarie US Trading, LLC and Raymond James Bank, N.A. are lenders under the Credit Agreement as initially in effect.

The Credit Agreement provides a $25.0 million senior secured revolving credit facility having a four year term, and includes a sub-facility for the issuance of letters of credit totaling up to $10.0 million. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect wholly owned domestic subsidiaries, and the obligations of us and our guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of our and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among us, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Agreement contains provisions to accommodate the incurrence of up to $150.0 million in future incremental borrowings. While the Credit Agreement does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Agreement describes how such debt (if provided by our existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred.

The interest rate for borrowings under the Credit Facility is LIBOR (subject to a 1.00% floor) plus a margin of 4.50%, or Base Rate (as defined in the Credit Facility) (subject to a 2.00% floor) plus a margin of 3.50%, as we may elect. In addition, we will be required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit Facility is April 27, 2016.

The Credit Facility contains covenants which, among other things, limit our ability, and that of our subsidiaries, to:

•

pay dividends beyond certain calculated thresholds or make any other restricted payments to parties other than to us;

•

incur additional indebtedness and financing obligations;

•

create liens on our assets;

•

make certain investments;

•

sell or otherwise dispose of our assets other than in the ordinary course of business;

•

consolidate, merge or otherwise transfer all or any substantial part of our assets;

•

enter into transactions with our affiliates; and

•

engage in businesses other than those in which we are currently engaged or those reasonably related thereto.

These limitations are similar to the corresponding limitations applicable under the terms of the Indenture, except that the Credit Facility contains further limitations on our ability to incur additional indebtedness and liens. In addition, to the extent we incur certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. In addition, if we draw on the Credit Facility, we will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 2.75 to 1.00. The Credit Agreement also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

Our failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:

•

our failure to pay principal on the loans when due and payable, or our failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);

•

the occurrence of a change of control (as defined in the Credit Agreement);

•

a breach or default by us or our subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10 million;

•

breach of representations or warranties in any material respect;

•

failure to perform other obligations under the Credit Agreement and the security documents for the Credit Facility (subject to applicable cure periods); or

•

certain bankruptcy or insolvency events.

In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.

As of March 31, 2015, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.

Forward-Looking Information

Certain items in this report are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “plan,” “estimate,” “expect,” “project,” “anticipate,” “intend,” “believe” and other words and terms of similar meaning in connection with discussion of future operating or financial performance. These statements include, among others, statements regarding our future operating results, our strategies, sources of liquidity, debt covenant compliance, the availability of film product, our capital expenditures, and the opening and closing of theatres. These statements are based on the current expectations, estimates or projections of management and do not guarantee future performance. The forward-looking statements also involve risks and uncertainties, which could cause actual outcomes and results to differ materially from what is expressed or forecasted in these statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including:

•

our ability to achieve expected results from our strategic acquisitions;

•

general economic conditions in our regional and national markets;

•

our ability to comply with covenants contained in the agreements governing our indebtedness;

•

our ability to operate at expected levels of cash flow;

•

financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital;

•

our ability to meet our contractual obligations, including all outstanding financing commitments;

•

the availability of suitable motion pictures for exhibition in our markets;

•

competition in our markets;

•

competition with other forms of entertainment;

•

the effect of leverage on our financial condition;

•

prices and availability of operating supplies;

•

impact of continued cost control procedures on operating results;

•

the impact of asset impairments;

•

the impact of terrorist acts;

•

changes in tax laws, regulations and rates;

•

financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of our business; and

•

other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014 under the caption “Risk Factors”.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and our other SEC reports, accessible on the SEC’s website at www.sec.gov and our website at www.carmike.com.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of March 31, 2015, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For information relating to the Company’s legal proceedings, see Note 8—Commitments and Contingencies, under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A.

RISK FACTORS

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. See also “Forward-Looking Statements,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Listing of exhibits


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).

3.2		Certificate of Amendment to amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc, (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed May 21, 2010 and incorporated herein by reference).

3.3		Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed on January 22, 2009 and incorporated herein by reference).

11		Computation of per share earnings (provided in Note 9 of the notes to condensed consolidated financial statements included in this report under the caption “Net Income Per Share”).

31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information for Carmike, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as detailed text.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CARMIKE CINEMAS, INC.

Date: May 4, 2015	By:	/s/ S. David Passman III
		S. David Passman III
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 4, 2015	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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