Table of Contents

 

 

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 September 30, 2014

OR

 

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

For the transition period from                      to                     

Commission file number 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):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

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 — 24,418,840 shares outstanding as of October 25, 2014.

 

 

 

---

Table of Contents

TABLE OF CONTENTS

 

				Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)					3
		CONDENSED CONSOLIDATED BALANCE SHEETS			3
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS			4
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS			5
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			6
ITEM  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK					41
ITEM 4. CONTROLS AND PROCEDURES					42
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS					43
ITEM 1A. RISK FACTORS					43
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS					43
ITEM 3. DEFAULTS UPON SENIOR SECURITIES					43
ITEM 4. MINE SAFETY DISCLOSURES					43
ITEM 5. OTHER INFORMATION					43
ITEM 6. EXHIBITS					44
EXHIBIT INDEX					44
SIGNATURES					45
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

---

Table of Contents

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)

 

		September 30,				December 31,
		2014				2013
		(Unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	96,239			$	143,867
Restricted cash			451				352
Accounts receivable			12,967				8,513
Inventories			3,377				3,691
Deferred income tax asset			3,996				3,838
Prepaid expenses and other current assets			18,062				14,645
Total current assets			135,092				174,906
Property and equipment:
Land			53,563				53,982
Buildings and building improvements			344,467				340,959
Leasehold improvements			177,471				164,075
Assets under capital leases			50,398				49,670
Equipment			278,544				253,890
Construction in progress			16,418				7,201
Total property and equipment			920,861				869,777
Accumulated depreciation and amortization			(429,274	)			(402,022	)
Property and equipment, net of accumulated depreciation			491,587				467,755
Goodwill			128,209				74,377
Intangible assets, net of accumulated amortization			3,146				957
Investments in unconsolidated affiliates (Note 10)			5,863				7,073
Deferred income tax asset			105,273				100,043
Other			19,131				19,510
Total assets		$	888,301			$	844,621
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	31,784			$	43,321
Accrued expenses			55,889				42,579
Current maturities of capital leases and long-term financing obligations			9,029				6,870
Total current liabilities			96,702				92,770
Long-term liabilities:
Long-term debt			209,672				209,619
Capital leases and long-term financing obligations, less current maturities			232,571				238,763
Deferred revenue			30,959				31,827
Other			31,034				25,831
Total long-term liabilities			504,236				506,040
Commitments and contingencies (Note 7)
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, 24,933,911 shares issued and 24,418,840 shares outstanding at September 30, 2014, and 23,528,038 shares issued and 23,059,959 shares outstanding at December 31, 2013			744				698
Treasury stock, 515,071 and 468,079 shares at cost at September 30, 2014 and December 31, 2013, respectively			(13,397	)			(11,914	)
Paid-in capital			489,994				440,306
Accumulated deficit			(189,978	)			(183,279	)
Total stockholders’ equity			287,363				245,811
Total liabilities and stockholders’ equity		$	888,301			$	844,621

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

 

3

---

Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues:
Admissions		$	100,173			$	102,321			$	312,860			$	290,643
Concessions and other			62,459				61,858				191,682				172,344
Total operating revenues			162,632				164,179				504,542				462,987
Operating costs and expenses:
Film exhibition costs			54,698				56,242				172,021				160,090
Concession costs			7,318				8,283				22,414				21,895
Salaries and benefits			22,947				21,879				67,968				61,542
Theatre occupancy costs			21,782				16,951				63,097				48,187
Other theatre operating costs			31,357				27,094				89,285				74,800
Severance agreement charges			—				102				—				102
General and administrative expenses			8,413				6,621				22,439				18,668
Lease termination charges (Note 12)			—				—				—				3,063
Depreciation and amortization			12,206				10,577				35,903				31,002
Loss on sale of property and equipment			292				11				620				70
Impairment of long-lived assets			1,198				2,916				1,556				3,241
Total operating costs and expenses			160,211				150,676				475,303				422,660
Operating income			2,421				13,503				29,239				40,327
Interest expense			12,846				12,353				38,962				36,998
(Loss) income before income tax and income from unconsolidated affiliates			(10,425	)			1,150				(9,723	)			3,329
Income tax (benefit) expense			(2,912	)			1,243				(2,530	)			1,760
Income from unconsolidated affiliates (Note 10)			756				1,145				546				482
(Loss) income from continuing operations			(6,757	)			1,052				(6,647	)			2,051
Loss from discontinued operations (Note 6)			—				(43	)			(52	)			(149	)
Net (loss) income		$	(6,757	)		$	1,009			$	(6,699	)		$	1,902
Weighted average shares outstanding:
Basic			23,596				20,985				23,099				18,723
Diluted			23,596				21,501				23,099				19,202
Net (loss) income per common share (Basic and Diluted):
(Loss) income from continuing operations		$	(0.29	)		$	0.05			$	(0.29	)		$	0.11
Loss from discontinued operations, net of tax			—				—				—				(0.01	)
Net (loss) income		$	(0.29	)		$	0.05			$	(0.29	)		$	0.10

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

 

4

---

Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

		Nine Months Ended September 30,
		2014				2013
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net (loss) income		$	(6,699	)		$	1,902
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			35,904				31,115
Amortization of debt issuance costs			1,087				1,087
Impairment on long-lived assets			1,556				3,385
Deferred income taxes			1,955				(3,364	)
Stock-based compensation			2,419				1,926
Income from unconsolidated affiliates			794				702
Other			432				353
Loss (gain) on sale of property and equipment			620				(15	)
Changes in operating assets and liabilities:
Accounts receivable and inventories			(3,500	)			1,277
Prepaid expenses and other assets			(4,202	)			168
Accounts payable			(18,278	)			(7,278	)
Accrued expenses and other liabilities			6,019				1,713
Distributions from unconsolidated affiliates			445				378
Net cash provided by operating activities			18,552				33,349
Cash flows from investing activities:
Purchases of property and equipment			(35,476	)			(24,748	)
Acquired cash in Digiplex acquisition			429				—
(Funding) release of restricted cash			(99	)			231
Purchase acquisition			—				—
Investment in unconsolidated affiliates			(109	)			—
Theatre acquisitions, net of cash acquired			(16,575	)			(12,318	)
Proceeds from sale of property and equipment			1,408				740
Net cash used in investing activities			(50,422	)			(36,095	)
Cash flows from financing activities:
Debt activities:
Repayments of long-term debt			(9,099	)			—
Repayments of capital lease and long-term financing obligations			(5,217	)			(3,052	)
Issuance of common stock			23				88,043
Proceeds from exercise of stock options			18				—
Purchase of treasury stock			(1,483	)			(174	)
Net cash (used in) provided by financing activities			(15,758	)			84,817
(Decrease) increase in cash and cash equivalents			(47,628	)			82,071
Cash and cash equivalents at beginning of period			143,867				68,531
Cash and cash equivalents at end of period		$	96,239			$	150,602
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	33,571			$	31,690
Income taxes		$	497			$	5,108
Non-cash investing and financing activities:
Net assets received for shares issued		$	47,457			$	—
Liabilities assumed in theatre acquisitions		$	9,996			$	2,285
Non-cash purchases of property and equipment		$	6,013			$	4,619

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

 

5

---

Table of Contents

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2014 and 2013

(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 September 30, 2014 and December 31, 2013, the results of operations for the three and nine month periods ended September 30, 2014 and 2013 and cash flows for the nine months ended September 30, 2014 and 2013. 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, 2013. 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 nine months of 2014.

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 6—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.

 

6

---

Table of Contents

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.

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 11—Acquisitions for fair value of assets acquired.

Comprehensive Income

The Company has no other comprehensive income items.

Reclassifications

The Company previously reported salaries and benefits and theatre occupancy costs as a component of other theatre operating costs in its consolidated statements of operations. The 2013 amounts have been reclassified from other theatre operating costs to separate line items on the consolidated statement of operations to conform to the 2014 presentation.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss or a tax credit carryforward except when (1) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; or (2) the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The amendment does not affect the recognition or measurement of uncertain tax positions under Accounting Standards Codification (“ASC”) 740. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. This ASU did not have an impact on the Company’s consolidated financial statements.

In April 2014, the 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 is 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

 

7

---

Table of Contents

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 August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern. ASU 2014-15 provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

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 and nine months ended September 30, 2014, impairment charges aggregated to $1,198 and $1,556, respectively. The impairment charges for the three and nine months ended September 30, 2014 were primarily the result of deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. For the three and nine months ended September 30, 2013, impairment charges aggregated to $2,916 and $3,241, respectively. The impairment charges for the three and nine months ended September 30, 2013 primarily resulted from the impact of competition in a market where the Company operates one theatre and the continued deterioration of previously impaired theatres.

The estimated aggregate fair value of the long-lived assets impaired during the three and nine months ended September 30, 2014 was approximately $3,046 and $3,179, respectively. 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:

 

		September 30, 2014				December 31, 2013
Senior secured notes		$	210,000			$	210,000
Revolving credit facility			—				—
Original issue discount			(328	)			(381	)
Total debt			209,672				209,619
Current maturities			—				—
Total long-term debt		$	209,672			$	209,619

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

 

8

---

Table of Contents

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 September 30, 2014.

The fair value of the Senior Secured Notes at September 30, 2014 and December 31, 2013 is estimated based on quoted market prices as follows:

 

		As of September 30,				As of December 31,
		2014				2013
Carrying amount, net		$	210,000			$	210,000
Fair value		$	222,075			$	228,375

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;

 

9

---

Table of Contents

•

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 September 30, 2014, 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 $105,100.

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 September 30, 2014, 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, except in circumstances as described in the following paragraph, 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.

 

10

---

Table of Contents

When projected book income for the full year is close to breakeven, the annual effective tax rate becomes volatile and will distort the income tax provision for an interim period due to the nature and amount of our permanent differences. When this happens, we calculate the interim tax provision or benefit using the year-to-date effective tax rate, or discrete method, as allowed by ASC 740-270-30-18, “Income Taxes – Interim Reporting.” This method results in an income tax provision or benefit based solely on the year-to-date pretax income or loss as adjusted for permanent differences on a pro rata basis.

For the three and nine months ended September 30, 2014, the Company has utilized the discrete effective tax rate method. The effective tax rate from continuing operations for the three months ended September 30, 2014 and 2013 was 30.1% and 54.2%, respectively. The effective tax rate from continuing operations for the nine months ended September 30, 2014 and 2013 was 27.6% and 46.2%, respectively. The Company’s tax rate for the three and nine months ended September 30, 2014 differs from the statutory tax rate primarily due to certain merger and acquisition related expenses which are not deductible for income tax purposes, partially offset by state income taxes, changes in uncertain tax positions and the effect of its deferred tax asset due to a change in state tax rates. The Company’s tax rate for the three months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items, changes in uncertain tax positions and the effect of its deferred tax asset due to a change in state tax rates. The Company’s tax rate for the nine months ended September 30, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions, partially offset by federal employment credits.

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. An ownership change was also deemed to have occurred during the second quarter of 2012. The Company does not believe this change will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

The Company’s acquisition of Digital Cinema Destination Corp. (“Digiplex”) (see Note 11—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 September 30, 2014 and December 31, 2013, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $109,269 and $103,881, 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, tax planning strategies 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 September 30, 2014 and December 31, 2013, 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 September 30, 2014 and December 31, 2013, the amount of unrecognized tax benefits was $125 and $2,764, respectively. The unrecognized tax benefits as of December 31, 2013 were primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9—Screenvision Exhibition, Inc.). The Company had recognized a tax basis for these units that was lower than their carrying value for financial statement purposes. However, as this tax position may not have been sustained upon examination, the Company had recorded a deferred tax asset and a related liability for this uncertain tax position. During the three and nine months ended September 30, 2014, the Company recognized a tax benefit of $2,639, less the related deferred tax asset of $2,453, related to its previously unrecognized tax benefits as a result of a lapse of the statute of limitations.

 

11

---

Table of Contents

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 (or similar 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 September 30, 2014, there were 1,039,809 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. As of September 30, 2014, the Company also had 384,196 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of September 30, 2014, 167,667 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. The Company has determined the achievement of the performance target for the unearned awards is probable.

The Company’s total stock-based compensation expense was approximately $826 and $608 for the three months ended September 30, 2014 and 2013, respectively, and $2,419 and $1,926 for the nine months ended September 30, 2014 and 2013, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of September 30, 2014, the Company had approximately $5,807 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 1.8 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%.

 

12

---

Table of Contents

No options were granted during the first nine months of 2014 or 2013. The following table sets forth the summary of option activity for stock options with service vesting conditions as of September 30, 2014:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Yrs.)				Aggregate Intrinsic Value
Outstanding at January 1, 2014			607,500			$	8.88				6.04
Granted			—			$	—
Exercised			(2,500	)		$	7.34								70
Expired			(5,000	)		$	37.46
Forfeited			—			$	—
Outstanding at September 30, 2014			600,000			$	8.65				5.33			$	13,400
Exercisable on September 30, 2014			600,000			$	8.65				5.33			$	13,400
Expected to vest September 30, 2014			—			$	—				—			$	—

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.

 

13

---

Table of Contents

The following table sets forth the summary of option activity for the Company’s stock options with market condition vesting for the nine months ended September 30, 2014:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life				Aggregate Intrinsic Value
Outstanding at January 1, 2014			100,000			$	25.95				3.28			$	—
Forfeited			—				—				—
Outstanding at September 30, 2014			100,000			$	25.95				2.54			$	335
Exercisable on September 30, 2014			66,666			$	25.95				2.54			$	335
Expected to vest September 30, 2014			—			$	—				—			$	—

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the nine months ended September 30, 2014:

 

		Shares				Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014			573,353			$	12.51
Granted			138,855			$	29.44
Vested			(128,437	)		$	8.80
Forfeited			—			$	—
Nonvested at September 30, 2014			583,771			$	17.36

NOTE 6—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. The Company did not close any theatres during the nine months ended September 30, 2014 prior to the adoption of ASU 2014-08 and therefore did not classify any closed theatres as discontinued operations during the three and nine months ended September 30, 2014. The Company closed one theatre during the three months ended September 30, 2013 and closed eight theatres during the nine months ended September 30, 2013. During the three and nine months ended September 30, 2013, the Company classified one theatre and two theatres, respectively, as discontinued operations. The Company reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of this theatre have been eliminated from the Company’s continuing operations, and the Company will not have any continuing involvement in its operations.

All activity during the three and nine months ended September 30, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered 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.

 

14

---

Table of Contents

The following table sets forth the summary of activity for discontinued operations for the three and nine months ended September 30, 2014 and 2013:

 

		Three Months Ended September 30,
		2014				2013
Revenue from discontinued operations		$	—			$	879
Operating loss before income taxes		$	—			$	(46	)
Income tax benefit from discontinued operations			—				17
Loss on disposal, before income taxes			—				(22	)
Income tax benefit on disposal			—				8
Loss from discontinued operations		$	—			$	(43	)

 

		Nine Months Ended September 30,
		2014				2013
Revenue from discontinued operations		$	1			$	2,661
Operating loss before income taxes		$	(86	)		$	(325	)
Income tax benefit from discontinued operations			34				123
Gain on disposal, before income taxes			—				85
Income tax expense on disposal			—				(32	)
Loss from discontinued operations		$	(52	)		$	(149	)

NOTE 7—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 8—NET (LOSS) INCOME PER SHARE

Basic net (loss) income 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. As a result of the Company’s net losses, all common stock equivalents aggregating 624,371 and 619,421 for the three and nine months ended September 30, 2014, respectively, were excluded from the calculation of diluted loss per share given their anti-dilutive effect. Common stock equivalents totaling 15,954 and 26,566 for the three and nine months ended September 30, 2013, respectively, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

 

15

---

Table of Contents

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Numerator:
Numerator for basic earnings per share:
Net (loss) income		$	(6,757	)		$	1,009			$	(6,699	)		$	1,902
Denominator (shares in thousands):
Denominator for basic earnings per share:
Weighted average shares			23,596				20,985				23,099				18,723
Effect of dilutive shares:
Restricted stock awards			—				241				—				217
Stock options			—				275				—				262
Dilutive potential common shares			—				516				—				479
Denominator for diluted earnings per share:
Adjusted weighted average shares			23,596				21,501				23,099				19,202
Basic (loss) income per share attributable to Carmike stockholders		$	(0.29	)		$	0.05			$	(0.29	)		$	0.10
Diluted (loss) income per share attributable to Carmike stockholders		$	(0.29	)		$	0.05			$	(0.29	)		$	0.10

NOTE 9—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 September 30, 2014, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of September 30, 2014, the carrying value of the Company’s ownership interest in SV Holdco is $4,947 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 September 30, 2014.

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.

 

16

---

Table of Contents

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 September 30, 2014 and December 31, 2013.

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 $2,800 and $2,900 for the three months ended September 30, 2014 and 2013, respectively, and approximately $8,300 and $7,400 for the nine months ended September 30, 2014 and 2013, 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 $488 and $510 for the three months ended September 30, 2014 and 2013, respectively, and $1,469 and $1,305 for the nine months ended September 30, 2014 and 2013, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $3,085 and $2,375 at September 30, 2014 and December 31, 2013, 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 nine months ended September 30, 2014 is as follows:

 

Investments in unconsolidated affiliates		SV Holdco
Balance at January 1, 2014		$	6,188
Equity loss of SV Holdco			(1,241	)
Balance at September 30, 2014		$	4,947

 

Deferred revenue		SV Holdco
Balance at January 1, 2014		$	32,984
Amortization of up-front payment			(710	)
Amortization of Class C units			(158	)
Balance at September 30, 2014		$	32,116

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. If completed, the Company believes that this transaction will result in a gain on its investment in SV Holdco but is currently unable to estimate the impact of this transaction on its condensed consolidated financial statements.

On November 3, 2014, the Department of Justice filed an antitrust lawsuit seeking to prevent NCM’s acquisition of Screenvision. If NCM’s acquisition of Screenvision is not completed, there will be no impact on the Company’s ownership interest in Screenvision or its long-term exhibition agreement.

NOTE 10—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 9—Screenvision Exhibition, Inc., and interests in other joint ventures.

 

17

---

Table of Contents

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

 

		As of September 30,
		2014
Assets:
Current assets		$	50,555
Noncurrent assets			130,648
Total assets		$	181,203
Liabilities:
Current liabilities		$	40,419
Noncurrent liabilities			66,994
Total liabilities		$	107,413

 

		Three Months Ended
		September 30, 2014				September 30, 2013
Results of operations:
Revenue		$	45,982			$	52,526
Operating income		$	2,786			$	7,123
Income from continuing operations		$	1,453			$	3,796
Net income		$	1,453			$	3,796

 

		Nine Months Ended
		September 30, 2014				September 30, 2013
Results of operations:
Revenue		$	113,700			$	111,260
Operating loss		$	(10,643	)		$	(8,643	)
Loss from continuing operations		$	(7,222	)		$	(6,702	)
Net loss		$	(7,222	)		$	(6,702	)

A summary of activity in income from unconsolidated affiliates for the nine months ended September 30, 2014 and 2013 is as follows:

 

		September 30,
Loss from unconsolidated affiliates		2014				2013
Loss from unconsolidated affiliates		$	(923	)		$	(823	)
Elimination of intercompany revenue			1,469				1,305
Income from unconsolidated affiliates		$	546			$	482

NOTE 11—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.

 

18

---

Table of Contents

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 three and nine months ended September 30, 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 three and nine months ended September 30, 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		$	47,276
Cash settlement of Start Media joint venture			10,978
Cash settlement of shares held in escrow			181
Total preliminary estimated acquisition consideration		$	58,435

The following table summarizes the purchase price allocation for Digiplex based on the fair value of net assets acquired at the acquisition date.

 

		Digiplex
Total purchase price, net of cash received		$	58,006
Accounts receivable			515
Other current assets			266
Property and equipment			26,228
Intangible assets			2,190
Other assets			523
Deferred tax assets			6,564
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		$	13,268
Goodwill		$	44,738

The purchase price allocation is preliminary and certain items are subject to change, including the fair value of property and equipment and working capital assets and liabilities. 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 $44,738 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. As of September 30, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Digiplex. 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 results of Digiplex’s operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net (loss) income of Digiplex included in the Company’s operating results for the three and nine months ended September 30,

 

19

---

Table of Contents

2014 from the acquisition date were $3,889 and $(415), respectively. Acquisition costs related to professional fees incurred as a result of the Digiplex acquisition, during the nine months ended September 30, 2014 were approximately $3,329 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

The following selected comparative unaudited pro forma results of operations information for the three and nine months ended September 30, 2014 and 2013 assumes the Digiplex acquisition occurred at the beginning of fiscal year 2013, and reflects the full results of operations for the periods presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Digiplex to reflect the fair value adjustments to property and equipment and financing obligations. These fair values also represent Level 3 measures within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements.

 

		Pro Forma								Pro Forma
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2014				2013				2014				2013
Revenues		$	168,605			$	175,648			$	531,996			$	494,422
Operating income		$	1,845			$	13,517			$	26,995			$	40,357
Net (loss) income		$	(8,854	)		$	578			$	(9,576	)		$	1,647
(Loss) income per share:
Basic		$	(0.35	)		$	0.03			$	(0.39	)		$	0.08
Diluted		$	(0.35	)		$	0.03			$	(0.39	)		$	0.08

Muvico

On November 19, 2013, the Company completed its acquisition of nine entertainment complexes and 147 screens in three U.S. states pursuant to the terms of the Membership Interest Purchase Agreement with Muvico Entertainment, L.L.C. (“Muvico”). The acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $30,608 in cash and the assumption of lease-related financing obligations of approximately $19,101. The purchase price was paid using cash on hand. In addition, the Company incurred contingent liabilities associated with the purchase. The fair value of this contingent consideration as of the acquisition date, which represents the maximum amount of future reimbursement, is $750. The fair value of the contingent consideration and the resulting increase to Goodwill were recorded during the nine months ended September 30, 2014. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.

The following table summarizes the preliminary purchase price and purchase price allocation for Muvico based on the fair value of net assets acquired at the acquisition date.

 

Cash consideration paid less cash amounts received		$	30,608
Leases and financing obligations assumed			19,101
Fair value of contingent consideration			750
Fair value of total consideration transferred		$	50,459
Inventory		$	541
Other current assets			385
Property and equipment			24,867
Deferred tax assets			3,441
Current liabilities			(2,068	)
Other liabilities			(1,150	)
Net assets acquired			26,016
Goodwill			24,443
Purchase price		$	50,459

 

20

---

Table of Contents

The primary areas of the preliminary valuation that are not yet finalized relate to the fair values of property and equipment. The Company expects to continue to obtain information to assist it in determining the fair values during the measurement period. The total non-cash consideration representing liabilities assumed in the Muvico transaction was $23,069.

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 $24,443 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is deductible for tax purposes over 15 years. As of September 30, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Muvico.

Cinemark

On August 16, 2013, the Company completed its acquisition of three theatres and 52 screens from Cinemark USA, Inc. (“Cinemark”), a wholly-owned subsidiary of Cinemark Holdings, Inc. for $10,500 in cash and the assumption of lease-related financing obligations in the amount of $5,431. During the three and nine months ended September 30, 2014, the Company completed its valuation related to the fair value of the net assets acquired from Cinemark which resulted in an increase to Goodwill of approximately $5,100. The results of operations of these theatres were not significant to the Company’s consolidated statements of operations. Acquisition costs associated with this purchase were not material.

MNM

On October 21, 2011, the Company completed its purchase of MNM Theatres for $10,820 including an estimate of the fair value of consideration that is contingent upon MNM’s earnings performance over the next three years. The Company estimated the fair value of the contingent consideration to be $1,570 using a probability-weighted discounted cash flow model. Based on the operating results of MNM Theatres subsequent to the acquisition, the Company recognized expense of $436 related to the contingent consideration during the three and nine months ended September 30, 2014, which is included in general and administrative expenses in the consolidated statement of operations.

NOTE 12—LEASE TERMINATION CHARGES

For the nine months ended September 30, 2013, the Company recorded lease termination charges of $3,063 primarily related to the closure of an underperforming theatre prior to the end of its lease term. The remaining lease term of the theatre was approximately six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of September 30, 2014, the liability was $1,887. The current portion of the liability is included in accrued expenses and the long-term portion of the liability is included with other long-term liabilities in the accompanying consolidated balance sheets.

The Company has also recorded lease termination charges of $650 during the nine months ended September 30, 2013 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

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 and DC Lansing, LLC.

Subsequent to the issuance of the September 30, 2013 consolidated financial statements, the Company determined it needed to revise its presentation with respect to the supplemental financial information included in this footnote. The revised presentation corrects errors identified in the allocation of interest expense, and the resulting income tax expense, between the Company and its Guarantor Subsidiaries on the consolidating statement of operations, as well as the impact of these revisions on the consolidating balance sheets

 

21

---

Table of Contents

and statements of cash flows. The Company had previously allocated interest expense between the Company and its Guarantor Subsidiaries while the related debt obligation was recognized only by the Company. These revisions relate solely to transactions between the Company and its subsidiaries and only impact the financial statements presented in this footnote. They do not affect the Company’s consolidated financial statements.

The Company’s consolidating statements of operations are being revised in order to allocate the portion of (A) interest expense, and the related income tax expense, between the Company and its Guarantor Subsidiaries.

The following is a reconciliation of the amounts previously reported to the “as revised” amounts as stated in the following components of the consolidating statements of operations for the three months ended September 30, 2013:

 

Parent Column for the three months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	2,073			$	3,322	A		$	5,395
Equity in loss (earnings) of subsidiaries		$	141			$	(2,288	)		$	(2,147	)
Income (loss) before income tax and income from unconsolidated affiliates		$	560			$	(1,032	)		$	(472	)
Income tax expense (benefit)		$	508			$	(1,008	) A		$	(500	)
Income from continuing operations		$	1,077			$	(24	)		$	1,053
Net income		$	1,009			$	—			$	1,009

 

Guarantor Column for the three months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	10,280			$	(3,322	) A		$	6,958
Equity in loss of subsidiaries		$	—			$	—			$	—
Income before income tax and income from unconsolidated affiliates		$	473			$	3,296			$	3,769
Income tax expense		$	745			$	998	A		$	1,743
(Loss) income from continuing operations		$	(152	)		$	2,298			$	2,146
Net (loss) income		$	(141	)		$	2,288			$	2,147

 

Eliminations Column for the three months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	—			$	—			$	—
Equity in loss (earnings) of subsidiaries		$	(141	)		$	2,288			$	2,147
Income (loss) before income tax and income from unconsolidated affiliates		$	141			$	(2,288	)		$	(2,147	)
Income tax expense		$	—			$	—			$	—
Income (loss) from continuing operations		$	141			$	(2,288	)		$	(2,147	)
Net income (loss)		$	141			$	(2,288	)		$	(2,147	)

 

22

---

Table of Contents

The following is a reconciliation of the amounts previously reported to the “as revised” amounts as stated in the following components of the consolidating statements of operations for the nine months ended September 30, 2013:

 

Parent Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	6,145			$	9,959	A		$	16,104
Equity in loss (earnings) of subsidiaries		$	550			$	(6,199	)		$	(5,649	)
Income (loss) before income tax and income from unconsolidated affiliates		$	3,353			$	(3,760	)		$	(407	)
Income tax expense (benefit)		$	1,517			$	(3,669	) A		$	(2,152	)
Income from continuing operations		$	2,027			$	(91	)		$	1,936
Net income		$	1,902			$	—			$	1,902

 

Guarantor Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	30,853			$	(9,959	) A		$	20,894
Equity in loss of subsidiaries		$	—			$	—			$	—
(Loss) income before income tax and income from unconsolidated affiliates		$	(645	)		$	10,030			$	9,385
Income tax expense		$	216			$	3,696	A		$	3,912
(Loss) income from continuing operations		$	(570	)		$	6,334			$	5,764
Net (loss) income		$	(550	)		$	6,199			$	5,649

 

Eliminations Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income				As Revised
(in thousands)
Interest expense		$	—			$	—			$	—
Equity in (earnings) loss of subsidiaries		$	(550	)		$	6,199			$	5,649
Income (loss) before income tax and income from unconsolidated affiliates		$	550			$	(6,199	)		$	(5,649	)
Income tax expense		$	—			$	—			$	—
Income (loss) from continuing operations		$	550			$	(6,199	)		$	(5,649	)
Net income (loss)		$	550			$	(6,199	)		$	(5,649	)

 

23

---

Table of Contents

The Company has determined that in its consolidating statements of cash flows, it needed to adjust for (B) the change in intercompany accounts due to the revised allocation of interest expense to the Company and its Guarantor Subsidiaries and (C) the classification of the net intercompany funding activity of the Company, which was previously included as an element of cash flows from financing activities.

The following is a reconciliation of the amounts previously reported to the “as revised” amounts as stated in the following components of the consolidating statements of cash flows for the nine months ended September 30, 2013:

 

Parent Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments for non-cash activity, distributions, dividends & intercompany				As Revised
(in thousands)
Net cash provided by operating activities		$	10,121			$	(9,959	)		$	162
Cash flows from investing activities: Intercompany		$	—			$	358	B,C		$	358
Net cash used in investing activities		$	(8,040	)		$	358			$	(7,682	)
Cash flows from financing activities: Intercompany		$	358			$	(358	) B,C		$	—
Net cash provided by financing activities		$	87,883			$	(358	)		$	87,525

 

Guarantor Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments for non-cash activity, distributions, dividends & intercompany				As Revised
(in thousands)
Net cash provided by operating activities		$	23,228			$	9,959			$	33,187
Cash flows from investing activities: Intercompany		$	—			$	—	B,C		$	—
Net cash used in investing activities		$	(28,055	)		$	—			$	(28,055	)
Cash flows from financing activities: Intercompany		$	(358	)		$	—	B,C		$	(358	)
Net cash used in financing activities		$	(3,066	)		$	—			$	(3,066	)

 

Eliminations Column for the nine months ended September 30, 2013		As Previously Reported				Adjustments for non-cash activity, distributions, dividends & intercompany				As Revised
(in thousands)
Net cash provided by operating activities		$	—			$	—			$	—
Cash flows from investing activities: Intercompany		$	—			$	(358	) B,C		$	(358	)
Net cash used in investing activities		$	—			$	(358	)		$	(358	)
Cash flows from financing activities: Intercompany		$	—			$	358	B,C		$	358
Net cash provided by financing activities		$	—			$	358			$	358

The Company is providing the following condensed consolidating financial statement information as of September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

 

24

---

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

 

		As of September 30, 2014
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Assets:
Current assets:
Cash and cash equivalents		$	72,765			$	23,474			$	—			$	96,239
Restricted cash			451				—				—				451
Accounts receivable			12,031				6,214				(5,278	)			12,967
Inventories			656				2,721				—				3,377
Deferred income tax asset			4,693				—				(697	)			3,996
Prepaid expenses and other current assets			25,748				10,252				(17,938	)			18,062
Total current assets			116,344				42,661				(23,913	)			135,092
Property and equipment:
Land			11,534				42,029				—				53,563
Buildings and building improvements			46,315				298,152				—				344,467
Leasehold improvements			23,055				154,416				—				177,471
Assets under capital leases			8,675				41,723				—				50,398
Equipment			71,646				206,898				—				278,544
Construction in progress			7,179				9,239				—				16,418
Total property and equipment			168,404				752,457				—				920,861
Accumulated depreciation and amortization			(89,280	)			(339,994	)			—				(429,274	)
Property and equipment, net of accumulated depreciation			79,124				412,463				—				491,587
Intercompany receivables			123,890				—				(123,890	)			—
Investments in subsidiaries			185,034				—				(185,034	)			—
Goodwill			46,946				81,263				—				128,209
Intangible assets, net of accumulated amortization			75				3,071				—				3,146
Investments in unconsolidated affiliates			4,947				916				—				5,863
Deferred income tax asset			54,784				50,489				—				105,273
Other			11,868				7,263				—				19,131
Total assets		$	623,012			$	598,126			$	(332,837	)		$	888,301
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	27,935			$	9,127			$	(5,278	)		$	31,784
Accrued expenses			31,096				43,428				(18,635	)			55,889
Current maturities of capital leases and long-term financing obligations			1,077				7,952				—				9,029
Total current liabilities			60,108				60,507				(23,913	)			96,702
Long-term liabilities:
Long-term debt			209,673				(1	)			—				209,672
Capital leases and long-term financing obligations, less current maturities			31,739				200,832				—				232,571
Intercompany liabilities			—				123,890				(123,890	)			—
Deferred revenue			30,959				—				—				30,959
Other			3,170				27,864				—				31,034
Total long-term liabilities			275,541				352,585				(123,890	)			504,236
Stockholders’ equity:
Preferred stock			—				—				—				—
Common stock			744				1				(1	)			744
Treasury stock			(13,397	)			—				—				(13,397	)
Paid-in capital			489,994				269,635				(269,635	)			489,994
Accumulated deficit			(189,978	)			(84,602	)			84,602				(189,978	)
Total stockholders’ equity			287,363				185,034				(185,034	)			287,363
Total liabilities and stockholders’ equity		$	623,012			$	598,126			$	(332,837	)		$	888,301

 

25

---

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

 

		As of December 31, 2013
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Assets:
Current assets:
Cash and cash equivalents		$	99,153			$	44,714			$	—			$	143,867
Restricted cash			352				—				—				352
Accounts receivable			7,282				9,138				(7,907	)			8,513
Inventories			766				2,925				—				3,691
Deferred income tax asset			4,162				—				(324	)			3,838
Prepaid expenses and other current assets			9,071				9,314				(3,740	)			14,645
Total current assets			120,786				66,091				(11,971	)			174,906
Property and equipment:
Land			12,080				41,902				—				53,982
Buildings and building improvements			48,104				292,855				—				340,959
Leasehold improvements			22,040				142,035				—				164,075
Assets under capital leases			8,675				40,995				—				49,670
Equipment			70,045				183,845				—				253,890
Construction in progress			3,613				3,588				—				7,201
Total property and equipment			164,557				705,220				—				869,777
Accumulated depreciation and amortization			(84,861	)			(317,161	)			—				(402,022	)
Property and equipment, net of accumulated depreciation			79,696				388,059				—				467,755
Intercompany receivables			112,209				—				(112,209	)			—
Investments in subsidiaries			175,042				—				(175,042	)			—
Goodwill			6,912				67,465				—				74,377
Intangible assets, net of accumulated amortization			—				957				—				957
Investments in unconsolidated affiliates			6,188				885				—				7,073
Deferred income tax asset			56,858				43,185				—				100,043
Other assets			12,922				6,588				—				19,510
Total assets		$	570,613			$	573,230			$	(299,222	)		$	844,621
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	34,766			$	16,462			$	(7,907	)		$	43,321
Accrued expenses			9,731				36,912				(4,064	)			42,579
Current maturities of capital leases and long-term financing obligations			836				6,034				—				6,870
Total current liabilities			45,333				59,408				(11,971	)			92,770
Long-term liabilities:
Long-term debt			209,619				—				—				209,619
Capital leases and long-term financing obligations, less current maturities			32,497				206,266				—				238,763
Intercompany liabilities			—				112,209				(112,209	)			—
Deferred revenue			31,827				—				—				31,827
Other			5,526				20,305				—				25,831
Total long-term liabilities			279,469				338,780				(112,209	)			506,040
Stockholders’ equity:
Preferred stock			—				—				—				—
Common stock			698				1				(1	)			698
Treasury stock			(11,914	)			—				—				(11,914	)
Paid-in capital			440,306				260,013				(260,013	)			440,306
Accumulated deficit			(183,279	)			(84,972	)			84,972				(183,279	)
Total stockholders’ equity			245,811				175,042				(175,042	)			245,811
Total liabilities and stockholders’ equity		$	570,613			$	573,230			$	(299,222	)		$	844,621

 

26

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

		Three Months Ended September 30, 2014
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Revenues:
Admissions		$	13,706			$	86,467			$	—			$	100,173
Concessions and other			17,146				53,351				(8,038	)			62,459
Total operating revenues			30,852				139,818				(8,038	)			162,632
Operating costs and expenses:
Film exhibition costs			7,573				47,125				—				54,698
Concession costs			1,068				6,250				—				7,318
Salaries and benefits			3,650				19,297				—				22,947
Theatre occupancy costs			3,123				18,659				—				21,782
Other theatre operating costs			5,652				33,743				(8,038	)			31,357
General and administrative expenses			7,397				1,016				—				8,413
Depreciation and amortization			2,188				10,018				—				12,206
(Gain) loss on sale of property and equipment			(203	)			495				—				292
Impairment of long-lived assets			17				1,181				—				1,198
Total operating costs and expenses			30,465				137,784				(8,038	)			160,211
Operating income			387				2,034				—				2,421
Interest expense			5,489				7,357				—				12,846
Equity in loss of subsidiaries			3,334				—				(3,334	)			—
Loss before income tax and income from unconsolidated affiliates			(8,436	)			(5,323	)			3,334				(10,425	)
Income tax benefit			(1,032	)			(1,880	)			—				(2,912	)
Income from unconsolidated affiliates			647				109				—				756
Loss from continuing operations			(6,757	)			(3,334	)			3,334				(6,757	)
Loss from discontinued operations			—				—				—				—
Net loss		$	(6,757	)		$	(3,334	)		$	3,334			$	(6,757	)

 

27

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

		Three Months Ended September 30, 2013 As Revised
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Revenues:
Admissions		$	13,286			$	89,035			$	—			$	102,321
Concessions and other			17,035				53,114				(8,291	)			61,858
Total operating revenues			30,321				142,149				(8,291	)			164,179
Operating costs and expenses:
Film exhibition costs			7,570				48,672				—				56,242
Concession costs			1,159				7,124				—				8,283
Salaries and benefits			3,363				18,516				—				21,879
Theatre occupancy costs			2,131				14,820				—				16,951
Other theatre operating costs			5,231				30,154				(8,291	)			27,094
General and administrative expenses			6,049				572				—				6,621
Severance agreement charges			102				—				—				102
Depreciation and amortization			1,942				8,635				—				10,577
(Gain) loss on sale of property and equipment			(2	)			13				—				11
Impairment of long-lived assets			—				2,916				—				2,916
Total operating costs and expenses			27,545				131,422				(8,291	)			150,676
Operating income			2,776				10,727				—				13,503
Interest expense			5,395				6,958				—				12,353
Equity in loss of subsidiaries			(2,147	)			—				2,147				—
Income before income tax and income from unconsolidated affiliates			(472	)			3,769				(2,147	)			1,150
Income tax (benefit) expense			(500	)			1,743				—				1,243
Income from unconsolidated affiliates			1,025				120				—				1,145
Income from continuing operations			1,053				2,146				(2,147	)			1,052
(Loss) income from discontinued operations			(44	)			1				—				(43	)
Net income (loss)		$	1,009			$	2,147			$	(2,147	)		$	1,009

 

28

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

		Nine Months Ended September 30, 2014
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Revenues:
Admissions		$	44,578			$	268,282			$	—			$	312,860
Concessions and other			54,066				162,423				(24,807	)			191,682
Total operating revenues			98,644				430,705				(24,807	)			504,542
Operating costs and expenses:
Film exhibition costs			24,728				147,293				—				172,021
Concession costs			3,451				18,963				—				22,414
Salaries and benefits			11,169				56,799				—				67,968
Theatre occupancy costs			9,378				53,719				—				63,097
Other theatre operating costs			17,483				96,609				(24,807	)			89,285
General and administrative expenses			20,066				2,373				—				22,439
Depreciation and amortization			6,575				29,328				—				35,903
Loss on sale of property and equipment			173				447				—				620
Impairment of long-lived assets			20				1,536				—				1,556
Total operating costs and expenses			93,043				407,067				(24,807	)			475,303
Operating income			5,601				23,638				—				29,239
Interest expense			16,517				22,445				—				38,962
Equity in earnings of subsidiaries			(598	)			—				598				—
(Loss) income before income tax and income from unconsolidated affiliates			(10,318	)			1,193				(598	)			(9,723	)
Income tax (benefit) expense			(3,390	)			860				—				(2,530	)
Income from unconsolidated affiliates			229				317				—				546
(Loss) income from continuing operations			(6,699	)			650				(598	)			(6,647	)
Loss from discontinued operations			—				(52	)			—				(52	)
Net (loss) income		$	(6,699	)		$	598			$	(598	)		$	(6,699	)

 

29

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

		Nine Months Ended September 30, 2013 As Revised
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Revenues:
Admissions		$	39,050			$	251,593			$	—			$	290,643
Concessions and other			48,404				147,253				(23,313	)			172,344
Total operating revenues			87,454				398,846				(23,313	)			462,987
Operating costs and expenses:
Film exhibition costs			21,666				138,424				—				160,090
Concession costs			3,175				18,720				—				21,895
Salaries and benefits			9,472				52,070				—				61,542
Theatre occupancy costs			5,491				42,696				—				48,187
Other theatre operating costs			14,884				83,229				(23,313	)			74,800
General and administrative expenses			16,903				1,765				—				18,668
Lease termination charges			—				3,063				—				3,063
Severance agreement charges			102				—				—				102
Depreciation and amortization			5,687				25,315				—				31,002
Loss on sale of property and equipment			3				67				—				70
Impairment of long-lived assets			23				3,218				—				3,241
Total operating costs and expenses			77,406				368,567				(23,313	)			422,660
Operating income			10,048				30,279				—				40,327
Interest expense			16,104				20,894				—				36,998
Equity in loss of subsidiaries			(5,649	)			—				5,649				—
Income (loss) before income tax and income from unconsolidated affiliates			(407	)			9,385				(5,649	)			3,329
Income tax (benefit) expense			(2,152	)			3,912				—				1,760
Income from unconsolidated affiliates			191				291				—				482
Income from continuing operations			1,936				5,764				(5,649	)			2,051
Loss from discontinued operations			(34	)			(115	)			—				(149	)
Net income		$	1,902			$	5,649			$	(5,649	)		$	1,902

 

30

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

		For the Nine Months Ended September 30, 2014
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Net cash (used in) provided by operating activities			(8,041	)			26,593				—				18,552
Cash flows from investing activities:
Purchases of property and equipment			(3,740	)			(31,736	)			—				(35,476	)
Acquired cash in Digiplex acquisition			—				429				—				429
Theatre acquisitions, net of cash acquired			(2,338	)			(14,237	)			—				(16,575	)
Investment in unconsolidated affiliates			—				(109	)			—				(109	)
Proceeds from sale of property and equipment			1,367				41				—				1,408
Intercompany receivable/payable			(11,485	)			—				11,485				—
Other investing activities			(99	)			—				—				(99	)
Net cash used in investing activities			(16,295	)			(45,612	)			11,485				(50,422	)
Cash flows from financing activities:
Short-term borrowings			—				—				—				—
Repayments of short term borrowings			—				—				—				—
Issuance of long-term debt			—				—				—				—
Repayments of long-term debt			—				(9,099	)			—				(9,099	)
Debt issuance costs			—				—				—				—
Repayments of capital leases and long-term financing obligations			(610	)			(4,607	)			—				(5,217	)
Issuance of common stock			23				—				—				23
Proceeds from Sale of Stock Option			18												18
Purchase of treasury stock			(1,483	)			—				—				(1,483	)
Intercompany receivable/payable			—				11,485				(11,485	)			—
Net cash used in financing activities			(2,052	)			(2,221	)			(11,485	)			(15,758	)
Decrease in cash and cash equivalents			(26,388	)			(21,240	)			—				(47,628	)
Cash and cash equivalents at beginning of period			99,153				44,714				—				143,867
Cash and cash equivalents at end of period			72,765				23,474				—				96,239

 

31

---

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

		For the Nine Months Ended September 30, 2013, As Revised
		Carmike Cinemas, Inc.				Guarantor Subsidiaries				Eliminations				Consolidated
Net cash provided by operating activities			162				33,187				—				33,349
Cash flows from investing activities:
Purchases of property and equipment			(4,449	)			(20,299	)			—				(24,748	)
Theatre acquisitions			(3,828	)			(8,490	)			—				(12,318	)
Proceeds from sale of property and equipment			6				734				—				740
Intercompany receivable			358				—				(358	)			—
Other investing activities			231				—				—				231
Net cash used in investing activities			(7,682	)			(28,055	)			(358	)			(36,095	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations			(344	)			(2,708	)			—				(3,052	)
Issuance of common stock			88,043				—								88,043
Purchase of treasury stock			(174	)			—				—				(174	)
Intercompany payable			—				(358	)			358				—
Net cash provided by (used in) financing activities			87,525				(3,066	)			358				84,817
Increase in cash and cash equivalents			80,005				2,066				—				82,071
Cash and cash equivalents at beginning of period			49,093				19,438				—				68,531
Cash and cash equivalents at end of period			129,098				21,504				—				150,602

 

32

---

Table of Contents

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 September 30, 2014 we owned, operated or had an interest in 278 theatres with 2,917 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 September 30, 2014, we had 271 theatres with 2,872 screens on a digital-based platform, including 259 theatres with 1,082 screens 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 two Hollywood Connection fun centers, 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, 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. On August 15, 2014, we completed our acquisition of 21 theatres and 206 screens from Digital Cinema Destination Corp. (“Digiplex”) through a stock-for-stock

 

33

---

Table of Contents

acquisition. Each outstanding Digiplex share, other than shares owned by us, Digiplex or our respective subsidiaries, was converted into the right to receive 0.1765 shares of Carmike common stock, or approximately 1.4 million Carmike shares in the aggregate. Subsequent to the acquisition date, we completed the acquisition of 3 pipeline theatres and 28 screens for approximately $5.4 million. On November 19, 2013, we completed our acquisition of 9 theatres and 147 screens from Muvico Entertainment, L.L.C. for $30.6 million in cash and the assumption of lease-related financing obligations in the amount of $19.1 million. In addition, we continue to pursue opportunities for organic growth through new theatre development. During the nine months ended September 30, 2014, we opened five theatres and 54 screens. We anticipate opening up to six new build-to-suit theatres in 2014. We intend to include one large-format auditorium in each of our new build-to-suit theatres.

As of September 30, 2014, we operated 42 large-format auditoriums, including 25 Big D auditoriums, 15 IMAX auditoriums and 2 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 10 additional IMAX theatre systems to be installed in new construction projects and existing multiplexes. As of September 30, 2014, four of the ten IMAX theatre systems had been installed.

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, 2013.

Results of Operations

Comparison of Three and Nine Months Ended September 30, 2014 and September 30, 2013

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								Nine Months Ended
		September 30,								September 30,
		2014				2013				2014				2013
Average theatres			269				246				257				246
Average screens			2,830				2,504				2,713				2,484
Average attendance per screen (1)			5,069				6,084				15,999				16,771
Average admission per patron (1)		$	6.98			$	6.75			$	7.19			$	6.99
Average concessions and other sales per patron (1)		$	4.35			$	4.09			$	4.41			$	4.15
Total attendance (in thousands) (1)			14,348				15,231				43,500				41,793
Total operating revenues (in thousands)		$	162,632			$	164,179			$	504,542			$	462,987

 

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

Total operating revenues decreased approximately 0.9% to $162.6 million for the three months ended September 30, 2014 compared to $164.2 million for the three months ended September 30, 2013, due to a decrease in total attendance from 15.2 million in the third quarter of 2013 to 14.3 million for the third quarter of 2014, partially offset by an increase in average admissions per patron from $6.75 in the third quarter of 2013 to $6.98 for the third quarter of 2014 and an increase in average concessions and other sales per patron from $4.09 in the third quarter of 2013 to $4.35 in the third quarter of 2014. Excluding the acquired Muvico and Digiplex theatres, total operating revenues decreased 12.7% to $144.0 million. The decrease in total revenues, excluding the acquired Muvico and Digiplex theatres, was due to a decrease in total attendance from 15.2 million to 12.9 million, partially offset by an increase in average admissions per patron from $6.75 to $6.85 and an increase in average concessions and other sales per patron from $4.09 to $4.30. Excluding the acquired Muvico and Digiplex theatres, attendance and attendance per screen were down period over period primarily due to a less favorable movie slate during the third quarter of 2014. Average admission per patron and average concessions and other sales per patron increased primarily due to higher per patron spending at the acquired Muvico theatres.

Total operating revenues increased approximately 9.0% to $504.5 million for the nine months ended September 30, 2014 compared to $463.0 million for the nine months ended September 30, 2013, due to an increase in total attendance from 41.8 million for the 2013 period to 43.5 million for the 2014 period, an increase in average admissions per patron from $6.99 for the 2013 period to

 

34

---

Table of Contents

$7.19 for the 2014 period and an increase in average concessions and other sales per patron from $4.15 for the 2013 period to $4.41 for the 2014 period. Excluding the acquired Muvico and Digiplex theatres, total operating revenues decreased 2.4% to $454.3 million. The decrease in total revenues, excluding the acquired Muvico and Digiplex theatres, was due to a decrease in total attendance from 41.8 million to 39.9 million, partially offset by an increase in average admissions per patron from $6.99 to $7.05 and an increase in average concessions and other sales per patron from $4.15 to $4.34. Attendance was up period over period due principally to the acquired Muvico and Digiplex theatres, partially offset by a less favorable movie slate during the second and third quarters of 2014. Average admissions per patron and concessions and other sales per patron increased primarily due to higher per patron spending at the acquired Muvico theatres.

Admissions revenue decreased approximately 2.1% to $100.2 million for the three months ended September 30, 2014 from $102.3 million for the same period in 2013, due to a decrease in total attendance from 15.2 million in the third quarter of 2013 to 14.3 million for the third quarter of 2014, partially offset by an increase in average admissions per patron from $6.75 in the third quarter of 2013 to $6.98 for the third quarter of 2014. Excluding admissions revenue of $11.7 million from the acquired Muvico and Digiplex theatres, admissions revenue decreased 14.0% to $88.5 million in 2014 from $102.3 million in 2013.

Admissions revenue increased approximately 7.6% to $312.9 million for the nine months ended September 30, 2014 from $290.6 million for the same period in 2013, due to an increase in total attendance from 41.8 million for the nine months ended September 30, 2013 to 43.5 million for the nine months ended September 30, 2014 and an increase in average admissions per patron from $6.99 for the 2013 period to $7.19 for the 2014 period. Excluding admissions revenue of $31.6 million from the acquired Muvico and Digiplex theatres, admissions revenue decreased 3.2% to $281.2 million in 2014 from $290.6 million in 2013.

Concessions and other revenue increased approximately 1.0% to $62.5 million for the three months ended September 30, 2014 compared to $61.9 million for the same period in 2013 due to an increase in average concessions and other sales per patron from $4.09 in the third quarter of 2013 to $4.35 for the third quarter of 2014, partially offset by a decrease in total attendance from 15.2 million for the three months ended September 30, 2013 to 14.3 million for the three months ended September 30, 2014. Excluding concessions and other revenues from the acquired Muvico and Digiplex theatres, concessions and other revenues decreased 10.2% to $55.6 million in 2014 from $61.9 million in 2013.

Concessions and other revenue increased approximately 11.2% to $191.7 million for the nine months ended September 30, 2014 compared to $172.3 million for the same period in 2013 due to an increase in total attendance from 41.8 million for the nine months ended September 30, 2013 to 43.5 million for the nine months ended September 30, 2014 and an increase in average concessions and other sales per patron from $4.15 for the 2013 period to $4.41 for the 2014 period. Excluding concessions and other revenues from the acquired Muvico and Digiplex theatres, concessions and other revenues increased 0.4% to $173.1 million in the 2014 period from $172.3 million in the 2013 period.

We operated 278 theatres with 2,917 screens at September 30, 2014 compared to 247 theatres with 2,521 screens at September 30, 2013.

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

 

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
($’s in thousands)		2014				2013				% Change				2014				2013				% Change
Film exhibition costs		$	54,698			$	56,242				(3	)		$	172,021			$	160,090				7
Concession costs		$	7,318			$	8,283				(12	)		$	22,414			$	21,895				2
Salaries and benefits		$	22,947			$	21,879				5			$	67,968			$	61,542				10
Theatre occupancy costs		$	21,782			$	16,951				28			$	63,097			$	48,187				31
Other theatre operating costs		$	31,357			$	27,094				16			$	89,285			$	74,800				19
Severance agreement charges		$	—			$	102				n/m			$	—			$	102				n/m
Lease termination charges		$	—			$	—				—			$	—			$	3,063				n/m
General and administrative expenses		$	8,413			$	6,621				27			$	22,439			$	18,668				20
Depreciation and amortization		$	12,206			$	10,577				15			$	35,903			$	31,002				16
Loss on sale of property and equipment		$	292			$	11				n/m			$	620			$	70				n/m
Impairment of long-lived assets		$	1,198			$	2,916				n/m			$	1,556			$	3,241				(52	)

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 September 30, 2014 decreased to $54.7 million as compared to $56.2 million for the three months ended September 30, 2013 primarily resulting from decreased attendance, partially offset by increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 54.6% and 55.0% for the three months ended September 30, 2014 and 2013, respectively. Excluding the acquired Muvico and Digiplex theatres, film exhibition costs

 

35

---

Table of Contents

for the three months ended September 30, 2014 decreased to $48.5 million as compared to $56.2 million for the three months ended September 30, 2013 primarily due to the decrease in admissions revenue. As a percentage of admissions revenue, excluding the acquired Muvico and Digiplex theatres, film exhibition costs were 54.8% for the three months ended September 30, 2014 as compared to 55.0% for the three months ended September 30, 2013.

Film exhibition costs for the nine months ended September 30, 2014 increased to $172.0 million as compared to $160.1 million for the nine months ended September 30, 2013 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 55.0% and 55.1% for the nine months ended September 30, 2014 and 2013, respectively. Excluding the acquired Muvico and Digiplex theatres, film exhibition costs for the nine months ended September 30, 2014 decreased to $154.7 million as compared to $160.1 million for the nine months ended September 30, 2013 primarily due to the decrease in admissions revenue. As a percentage of admissions revenue, excluding the acquired Muvico and Digiplex theatres, film exhibition costs were 55.0% and 55.1% for the nine months ended September 30, 2014 and September 30, 2013, respectively.

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 September 30, 2014 decreased to $7.3 million compared to $8.3 million for the three months ended September 30, 2013 due to decreased attendance during the three months ended September 30, 2014, partially offset by an increase in average concessions and other revenue per patron. As a percentage of concessions and other revenues, concession costs for the three months ended September 30, 2014 were 11.7% as compared to 13.4% for the three months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, concession costs for the three months ended September 30, 2014 decreased to $6.1 million as compared to $8.3 million for the three months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, as a percentage of concessions and other revenues, concessions costs were 10.9% for the three months ended September 30, 2014 as compared to 13.4% for the three months ended September 30, 2013. The decrease in concession costs as a percentage of concessions and other revenues for the three months ended September 30, 2014 was due primarily to a decrease in the cost of concession supplies and higher concession rebates.

Concession costs for the nine months ended September 30, 2014 increased to $22.4 million compared to $21.9 million for the nine months ended September 30, 2013 due to increased concessions sales resulting from increased attendance during the nine months ended September 30, 2014. As a percentage of concessions and other revenues, concession costs for the nine months ended September 30, 2014 were 11.7% as compared to 12.7% for the nine months ended September 30, 2013. The decrease in concession costs as a percentage of concessions and other revenues was due primarily to a decrease in the cost of concession supplies and higher concession rebates. Excluding the acquired Muvico and Digiplex theatres, concession costs for the nine months ended September 30, 2014 decreased to $19.3 million as compared to $21.9 million for the nine months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, as a percentage of concessions and other revenues, concessions costs were 11.1% for the nine months ended September 30, 2014 as compared to 12.7% for the nine months ended September 30, 2013.

Salaries and benefits. Salaries and benefits increased $1.0 million from $21.9 million for the three months ended September 30, 2013 to $22.9 million for the three months ended September 30, 2014. Excluding the acquired Muvico and Digiplex theatres, salaries and benefits decreased $1.7 million from $21.9 million for the three months ended September 30, 2013 to $20.2 million for the three months ended September 30, 2014 primarily due to reduced staffing levels reflecting the decrease in attendance. Salaries and benefits increased $6.5 million from $61.5 million for the nine months ended September 30, 2013 to $68.0 million for the nine months ended September 30, 2014. Excluding the acquired Muvico and Digiplex theatres, salaries and benefits decreased approximately $0.6 million to $60.9 million primarily due to reduced staffing levels reflecting the decrease 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 September 30, 2014 increased $4.8 million to $21.8 million as compared to $17.0 million for the three months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, rent expense increased $1.3 million to $18.3 million. The increase in rent expense for the three months ended September 30, 2014 is due primarily to 1) an increase in rent expense of $1.4 million associated with the opening of 6 theatres and 74 screens subsequent to the end of the third quarter of 2013, partially offset by the closure of 8 theatres and 55 screens since the end of the third quarter of 2013; 2) an increase in deferred rent of $0.2 million and 3) an increase in other lease costs of approximately $0.3 million; partially offset by a decrease in contingent rent of approximately $0.7 million during the third quarter of 2014 compared to the third quarter of 2013. Theatre occupancy costs for the nine months ended September 30, 2014 increased $14.9 million to $63.1 million as compared to $48.2 million for the nine months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, theatre occupancy costs increased $5.8 million to $54.0 million. The increase in theatre occupancy costs for the nine months ended September 30, 2014 is due primarily to an increase in rent expense of $3.3 million associated with net theatre openings subsequent to the end of the third quarter of 2013.

 

36

---

Table of Contents

Other theatre operating costs. Other theatre operating costs for the three months ended September 30, 2014 increased to $31.4 million as compared to $27.1 million for the three months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, other theatre operating costs for the three months ended September 30, 2014 increased to $27.5 million as compared to $27.1 million for the three months ended September 30, 2013. Other theatre operating costs for the nine months ended September 30, 2014 increased to $89.3 million as compared to $74.8 million for the nine months ended September 30, 2013. Excluding the acquired Muvico and Digiplex theatres, other theatre operating costs for the nine months ended September 30, 2014 increased to $80.0 million as compared to $74.8 million for the nine months ended September 30, 2013. The increase in our other theatre operating costs was primarily due to increases in utilities expense of $1.4 million, professional expenses of $1.1 million, technical expenses of $0.4 million and property taxes of $0.3 million.

General and administrative expenses. General and administrative expenses increased to $8.4 million for the three months ended September 30, 2014 compared to $6.6 million for the three months ended September 30, 2013. The increase in general and administrative expenses during the three months ended September 30, 2014 was primarily the result of increases in professional fees of $0.7 million related primarily to acquisition activities and salaries and benefits of $0.7 million. General and administrative expenses increased to $22.4 million for the nine months ended September 30, 2014 compared to $18.7 million for the nine months ended September 30, 2013. The increase in general and administrative expenses during the nine months ended September 30, 2014 was primarily the result of increases in professional fees of $2.5 million related primarily to acquisition activities and salaries and benefits of $1.2 million.

Depreciation and amortization. Depreciation and amortization expenses increased to $12.2 million for the three months ended September 30, 2014 as compared to $10.6 million for the three months ended September 30, 2013. Depreciation and amortization expenses increased to $35.9 million for the nine months ended September 30, 2014 as compared to $31.0 million for the nine months ended September 30, 2013. The increase in depreciation and amortization expenses for the three and nine months ended September 30, 2014 was primarily due to a combination of higher balances of property and equipment due to recent theatre openings and acquisitions.

Net loss on sales of property and equipment. We recognized a loss on the sale of property and equipment of $0.3 million for the three months ended September 30, 2014 and a loss on the sale of property and equipment of $11 thousand for the three months ended September 30, 2013. We recognized a loss on the sale of property and equipment of $0.6 million for the nine months ended September 30, 2014 and a loss on the sale of property and equipment of $70 thousand for the nine months ended September 30, 2013.

Impairment of long-lived assets. We recorded impairment charges of $1.2 million and $2.9 million for the three months ended September 30, 2014 and 2013, respectively. Impairment of long-lived assets was $1.6 million and $3.2 million for the nine months ended September 30, 2014 and 2013, respectively. The impairment charges for the three and nine months ended September 30, 2014 were primarily the result of deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. The impairment charges for the three and nine months ended September 30, 2013 primarily resulted from the impact of competition in a market where we operate one theatre and the continued deterioration of previously impaired theatres.

Operating income. Operating income for the three months ended September 30, 2014 decreased to $2.4 million from $13.5 million for the three months ended September 30, 2013. As a percentage of total operating revenues, operating income for the three months ended September 30, 2014 was 1.5% as compared to 8.2% for the three months ended September 30, 2013 as the benefit of an increased circuit size was unable to offset the impact of decreased attendance. Operating income for the nine months ended September 30, 2014 decreased to $29.2 million from $40.3 million for the nine months ended September 30, 2013. As a percentage of total operating revenues, operating income for the nine months ended September 30, 2014 was 5.8% as compared to 8.7% for the nine months ended September 30, 2013 which is also attributable to the increased circuit size being unable to offset the impact of decreased attendance.

Interest expense, net. Interest expense, net for the three months ended September 30, 2014 and 2013 was $12.8 million and $12.4 million, respectively. Interest expense, net for the nine months ended September 30, 2014 and 2013 was $39.0 million and $37.0 million, respectively. Interest expense increased for the three and nine months ended September 30, 2014 primarily due to interest expense associated with financing obligations assumed from recently acquired theatres.

Income tax. During the three months ended September 30, 2014 and 2013, we recorded an income tax benefit of $2.9 million and income tax expense of $1.2 million, respectively, and during the nine months ended September 30, 2014 and 2013, we recorded an income tax benefit of $2.5 million and income tax expense of $1.8 million, respectively, primarily as a result of our income from continuing operations. At September 30, 2014 and December 31, 2013, our consolidated deferred tax assets were $109.3 million and $103.9 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,

 

37

---

Table of Contents

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 and nine months ended September 30, 2014 was 30.1% and 27.6%, respectively. Our tax rate for the three and nine months ended September 30, 2014 differs from the statutory tax rate primarily due to certain merger and acquisition related expenses which are not deductible for income tax purposes, partially offset by state income taxes, changes in uncertain tax positions and the effect of our deferred tax asset due to a change in state tax rates.

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 during the nine months ended September 30, 2014 prior to the adoption of ASU 2014-08 and therefore did not classify any closed theatres as discontinued operations. We closed one theatre during the three months ended September 30, 2013. During the nine months ended September 30, 2013, we closed eight theatres. During the three and nine months ended September 30, 2013, we classified one theatre and two theatres, respectively, as discontinued operations. We reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of this theatre have been eliminated from our continuing operations, and we will not have any continuing involvement in its 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 $38.4 million as of September 30, 2014 compared to a working capital surplus of $82.1 million at December 31, 2013. The working capital surplus in 2014 and 2013 resulted from proceeds of $88.0 million received from our common stock offering in July 2013.

At September 30, 2014, we had available borrowing capacity of $25 million under our revolving Credit Facility and approximately $96.2 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving Credit Facility and approximately $143.9 million in cash and cash equivalents at December 31, 2013. 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 nine months ended September 30, 2014 compared to net cash provided by operating activities of $33.3 million for the nine months ended September 30, 2013. Cash provided by operating activities was lower for the nine months ended September 30, 2014 due primarily to a decrease in accounts payable during the nine months ended September 30, 2014, partially offset by an increase in accrued expenses and other liabilities during the same period. Net cash used in investing activities was $50.4 million for the nine months ended September 30, 2014 compared to $36.1 million for the nine months ended September 30, 2013. 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 and our recent acquisitions. Capital expenditures were $35.5 million and $24.7 million for the nine months ended September 30, 2014 and 2013, respectively. Capital expenditures for the 2014 and 2013 periods related primarily to recently constructed build-to-suit theatres. Net cash used in financing activities was $15.8 million for the nine months ended September 30, 2014 and net cash provided by financing activities was $84.8 million for the nine months ended September 30, 2013. The net cash used in financing activities for the nine months ended September 30, 2014 was primarily due to repayments of capital leases and financing obligations and the repayment of a note payable assumed in the Digiplex acquisition. The net cash used in financing activities for the nine months ended September 30, 2014 was primarily due to repayments of capital leases and financing obligations.

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 two theatres during the first nine months of 2014 and estimate closing approximately four theatres for the full year 2014.

 

38

---

Table of Contents

We plan to incur up to $45 million in capital expenditures for calendar year 2014. We plan to open up to six new build-to-suit theatres in 2014 and expect to include one large format digital screen in all new build-to-suit theatres. As of September 30, 2014, we have 25 Big D auditoriums, 15 IMAX auditoriums and 2 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.

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.

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

 

39

---

Table of Contents

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 September 30, 2014, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.

 

40

---

Table of Contents

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, 2013 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, 2013.

 

41

---

Table of Contents

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 September 30, 2014, 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 September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

42

---

Table of Contents

PART II. OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

For information relating to the Company’s legal proceedings, see Note 7—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, 2013. 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, 2013.

 

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.

 

43

---

Table of Contents

ITEM 6.

EXHIBITS

Listing of exhibits

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 15, 2014, by and among Carmike Cinemas, Inc., Digital Cinema Destinations Corp. and Badlands Acquisition Corporation (filed as Exhibit 2.1 to Digiplex’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference).
2.2		Membership Interest Purchase Agreement, dated as of May 15, 2014, by and among Carmike Cinemas, Inc., Digital Cinema Destinations Corp. and StartMedia, LLC (filed as Exhibit 2.2 to Carmike’s Current Report on Form 8-K filed on August 15, 2014 and incorporated herein by reference).
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).
4.1		Supplemental Indenture, dated September 12, 2014, to Indenture dated April 27, 2012, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
4.2		Supplemental Indenture, dated September 22, 2014, to Indenture dated April 27, 2012, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
4.3		Supplemental Indenture, dated October 24, 2014, to Indenture dated April 27, 2012, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
11		Computation of per share earnings (provided in Note 8 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.

 

44

---

Table of Contents

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: November 4, 2014				By:		/s/ S. David Passman III
						S. David Passman III
						President, Chief Executive Officer and Director
						(Principal Executive Officer)
Date: November 4, 2014				By:		/s/ Richard B. Hare
						Richard B. Hare
						Senior Vice President—Finance, Treasurer and
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

 

45