Annual Reports

 
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  • 10-Q (Nov 9, 2016)
  • 10-Q (Aug 1, 2016)
  • 10-Q (May 2, 2016)
  • 10-Q (Nov 9, 2015)
  • 10-Q (Jul 27, 2015)
  • 10-Q (May 4, 2015)

 
8-K

 
Other

Carmike Cinemas 10-Q 2016

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
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  ý    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  ý    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
 
ý
  
Accelerated filer
 
¨
 
 
 
 
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  ý
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 — 24,552,476 shares outstanding as of April 22, 2016.
 



TABLE OF CONTENTS
 
 
 
 
Page
 
 
EX-31.1 SECTION 302 CERTIFICATION OF CEO
 
EX-31.2 SECTION 302 CERTIFICATION OF CFO
 
EX-32.1 SECTION 906 CERTIFICATION OF CEO
 
EX-32.2 SECTION 906 CERTIFICATION OF CFO
 




PART I. FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share data)
 
 
March 31,
 
December 31,
 
 
2016
 
2015
 
 
(Unaudited)
 
 
Assets:
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
95,723

 
$
102,511

Restricted cash
 
435

 
593

Accounts receivable
 
15,388

 
16,207

Inventories
 
4,730

 
5,115

Prepaid expenses and other current assets
 
20,756

 
20,082

Total current assets
 
137,032

 
144,508

Property and equipment:
 
 
 
 
Land
 
44,786

 
45,265

Buildings and building improvements
 
356,372

 
345,451

Leasehold improvements
 
209,753

 
204,064

Assets under capital leases
 
49,173

 
49,173

Equipment
 
303,812

 
300,518

Construction in progress
 
7,318

 
10,617

Total property and equipment
 
971,214

 
955,088

Accumulated depreciation and amortization
 
(482,127
)
 
(470,482
)
Property and equipment, net of accumulated depreciation
 
489,087

 
484,606

Goodwill
 
153,549

 
151,716

Intangible assets, net of accumulated amortization
 
2,465

 
2,596

Investments in unconsolidated affiliates (Note 10)
 
7,816

 
8,033

Deferred income tax asset
 
105,421

 
106,300

Other
 
14,825

 
14,899

Total assets
 
$
910,195

 
$
912,658

Liabilities and stockholders’ equity:
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
42,829

 
$
50,527

Accrued expenses
 
30,871

 
32,099

Deferred revenue
 
20,724

 
23,995

Current maturities of capital leases and long-term financing obligations
 
10,455

 
9,978

Total current liabilities
 
104,879

 
116,599

Long-term liabilities:
 
 
 
 
Long-term debt
 
223,626

 
223,406

Capital leases and long-term financing obligations, less current maturities
 
229,263

 
221,315

Deferred revenue
 
29,223

 
29,512

Other
 
32,508

 
32,055

Total long-term liabilities
 
514,620

 
506,288

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, 25,501,618 shares issued and 24,552,476 shares outstanding at March 31, 2016, and 25,410,153 shares issued and 24,598,206 shares outstanding at December 31, 2015
 
760

 
754

Treasury stock, 949,142 and 811,947 shares at cost at March 31, 2016 and December 31, 2015, respectively
 
(24,349
)
 
(21,289
)
Paid-in capital
 
504,729

 
502,975

Accumulated deficit
 
(190,444
)
 
(192,669
)
Total stockholders’ equity
 
290,696

 
289,771

Total liabilities and stockholders’ equity
 
$
910,195

 
$
912,658

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


1


CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
 
 
Three Months Ended March 31,
 
 
2016
 
2015
 
 
(Unaudited)
 
(Unaudited)
Revenues:
 
 
 
 
Admissions
 
$
122,703

 
$
111,356

Concessions and other
 
83,485

 
72,978

Total operating revenues
 
206,188

 
184,334

Operating costs and expenses:
 
 
 
 
Film exhibition costs
 
68,344

 
61,683

Concession costs
 
9,580

 
8,022

Salaries and benefits
 
24,760

 
23,713

Theatre occupancy costs
 
25,878

 
23,434

Other theatre operating costs
 
34,541

 
32,029

General and administrative expenses
 
12,322

 
10,027

Depreciation and amortization
 
15,157

 
13,087

Gain on sale of property and equipment
 
(282
)
 
(1,031
)
Impairment of long-lived assets
 
280

 
1,390

Total operating costs and expenses
 
190,580

 
172,354

Operating income
 
15,608

 
11,980

Interest expense
 
12,386

 
12,669

Income (loss) before income tax and income from unconsolidated affiliates
 
3,222

 
(689
)
Income tax expense
 
1,411

 
268

Income from unconsolidated affiliates (Note 10)
 
414

 
1,348

Net income
 
$
2,225

 
$
391

Weighted average shares outstanding:
 
 
 
 
Basic
 
24,552

 
24,483

Diluted
 
24,985

 
24,949

 
 
 
 
 
Net income per common share (Basic and Diluted)
 
$
0.09

 
$
0.02


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


2


CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
 
Three Months Ended March 31,
 
 
2016
 
2015
 
 
(Unaudited)
 
(Unaudited)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
2,225

 
$
391

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
15,157

 
13,087

Amortization of debt issuance costs
 
317

 
363

Impairment on long-lived assets
 
280

 
1,390

Deferred income taxes
 
879

 
(434
)
Stock-based compensation
 
1,723

 
2,681

Loss from unconsolidated affiliates
 
(3
)
 
(923
)
Other
 
96

 
146

Gain on sale of property and equipment
 
(282
)
 
(1,031
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable and inventories
 
1,195

 
2,739

Prepaid expenses and other assets
 
(630
)
 
(1,252
)
Accounts payable
 
(7,982
)
 
1,566

Accrued expenses and other liabilities
 
(4,265
)
 
577

Earnout payments for acquisitions
 

 
(849
)
Distributions from unconsolidated affiliates
 
181

 
128

Net cash provided by operating activities
 
8,891

 
18,579

Cash flows from investing activities:
 
 
 
 
Purchases of property and equipment
 
(5,368
)
 
(17,750
)
Release (funding) of restricted cash
 
158

 
(17
)
Investment in unconsolidated affiliates
 
(74
)
 
(36
)
Theatre acquisitions, net of cash acquired
 
(5,465
)
 

Proceeds from sale of property and equipment
 
812

 
1,600

Net cash used in investing activities
 
(9,937
)
 
(16,203
)
Cash flows from financing activities:
 
 
 
 
Debt activities:
 
 
 
 
Repayments of capital lease and long-term financing obligations
 
(2,473
)
 
(2,040
)
Issuance of common stock
 
36

 
33

Purchase of treasury stock
 
(3,305
)
 
(3,471
)
Earnout payment for acquisitions
 

 
(1,570
)
Net cash used in financing activities
 
(5,742
)
 
(7,048
)
Decrease in cash and cash equivalents
 
(6,788
)
 
(4,672
)
Cash and cash equivalents at beginning of period
 
102,511

 
97,537

Cash and cash equivalents at end of period
 
$
95,723

 
$
92,865

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
 
Cash paid (received) during the period for:
 
 
 
 
Interest
 
$
8,567

 
$
8,397

Income taxes, net
 
$
(1,052
)
 
$
174

Non-cash investing and financing activities:
 
 
 
 
Non-cash purchases of property and equipment
 
$
1,500

 
$
4,613

Assets acquired through capital lease or financing obligations
 
$
10,800

 
$

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

3


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2016 and 2015
(unaudited)
(in thousands except share and per share data)
NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Carmike Cinemas, Inc. and its subsidiaries (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of March 31, 2016 and December 31, 2015, the results of operations for the three month periods ended March 31, 2016 and 2015 and cash flows for the three months ended March 31, 2016 and 2015. 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, 2015. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first three months of 2016.
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.
Impairment of Long-Lived Assets
Long-lived assets are tested for recoverability whenever events or circumstances indicate that the assets’ carrying values may not be recoverable. The Company performs its impairment analysis at the individual theatre-level, the lowest level of independent, identifiable cash flow. Management reviews all available evidence when assessing long-lived assets for impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre, and alternative uses of the assets. The Company’s evaluation of negative trends in theatre-level cash flow considers the seasonality of the business, with significant revenues and cash flow generated in the summer and year-end holiday season. Absent any unusual circumstances, management evaluates new theatres for potential impairment only after a theatre has been open and operational for a sufficient period of time to allow its operations to mature.
 
For those assets that are identified as potentially being impaired, if the undiscounted future cash flows from such assets are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the asset’s fair value. The fair value of the assets is primarily estimated using the discounted future cash flow of the assets with consideration of other valuation techniques and using assumptions consistent with those used by market participants. Significant judgment is involved in estimating cash flows and fair value; significant assumptions include attendance levels, admissions and concessions pricing, and the weighted-average cost of capital. Management’s estimates are based on historical and projected operating performance.


4


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.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("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 principle 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 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, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. In March 2016, further guidance related to this standard was issued in ASU 2016-08. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products, which amends existing guidance on extinguishing financial liabilities for certain prepaid stored-value products. ASU 2016-04 requires a company to derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, which is intended to simplify several aspects of the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, statutory tax witholding requirements and classification in the statement of cash flows. The ASU is effective for fiscal years beginning on or after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated 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.

5


NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS
For the three months ended March 31, 2016 and 2015, impairment charges aggregated to $280 and $1,390, respectively. The impairment charges for the three months ended March 31, 2016 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 months ended March 31, 2015 were primarily the result of deterioration in the operating results of the impaired theatres, a decline in the market value of a previously closed theatre and the continued deterioration of previously impaired theatres.
The estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2016 was approximately $688. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820, Fair Value Measurements, and were derived primarily from discounting estimated future cash flows. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10)% to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.
NOTE 3—DEBT
The Company’s debt consisted of the following on the dates indicated:
 
 
March 31, 2016
 
December 31, 2015
Senior secured notes
 
$
230,000

 
$
230,000

Revolving credit facility
 

 

Unamortized debt issuance costs
 
(6,374
)
 
(6,594
)
Total debt
 
223,626

 
223,406

Current maturities
 

 

Total long-term debt
 
$
223,626

 
$
223,406


6.00% Senior Secured Notes
In June 2015, the Company issued $230,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $210,000 senior secured notes that were due in May 2019. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year beginning December 15, 2015.
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 $6,794 are recorded as a reduction to the associated long-term debt 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 June 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106% 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 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, 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 June 15, 2018, 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 104.50%.
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. On March 23, 2016, the Company entered into a supplemental indenture to the

6


Indenture providing that the AMC merger described in response to Note 11-Acquisitions below would not constitute a change of control under the Indenture which would require us to make an offer to repurchase the Senior Secured Notes outstanding.
Revolving Credit Facility
In June 2015, the Company also entered into a new $50,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR plus a margin of 2.75%, or Base Rate plus a margin of 1.75%, 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 June 17, 2020. The $50,000 revolving credit facility replaced the prior $25,000 revolving credit facility that was scheduled to mature in April 2016. Debt issuance costs and other transaction fees of approximately $1,900 related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense.
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 certain of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at March 31, 2016.
The fair value of the Senior Secured Notes at March 31, 2016 and December 31, 2015 is estimated based on quoted market prices as follows:
 
 
As of March 31,
 
As of December 31,
 
 
2016
 
2015
Carrying amount, net
 
$
230,000

 
$
230,000

Fair value
 
$
240,925

 
$
234,600


Debt Covenants
The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s and its subsidiaries’ ability, to:
incur additional indebtedness or guarantee obligations;
issue certain preferred stock or redeemable stock;
pay dividends beyond certain calculated thresholds, repurchase or make distributions in respect of the Company’s capital stock or make other restricted payments;
make certain investments;
sell, transfer or otherwise convey certain assets;
create or incur liens or other encumbrances;
prepay, redeem or repurchase subordinated debt prior to stated maturities;
designate the Company’s subsidiaries as unrestricted subsidiaries;
consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;
enter into a new or different line of business; and
enter into certain transactions with the Company’s affiliates.
As of March 31, 2016, 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 $162,000.
The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture and the Credit Facility.

7


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 3.00 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.
The Company’s failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:
the Company’s failure to pay principal on the loans when due and payable, or its failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);
the occurrence of a change of control (as defined in the Credit Facility);
a breach or default by the Company or its subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10,000;
breach of representations or warranties in any material respect;
failure to perform other obligations under the Credit Facility and the security documents for the Credit Facility (subject to applicable cure periods); or
certain bankruptcy or insolvency events.
 
In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.
As of March 31, 2016, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.
NOTE 4—INCOME TAXES
The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.
The effective tax rate from continuing operations for the three months ended March 31, 2016 and 2015 was 38.8% and 40.7%, respectively. The Company’s tax rate for the three months ended March 31, 2016 and 2015 differs from the statutory federal tax rate primarily due to state income taxes and permanently nondeductible expenses.
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.

8


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’s acquisition of Digital Cinema Destination Corp. ("Digiplex") and Sundance Cinemas® (“Sundance”) (see Note 11—Acquisitions) triggered an ownership change for Digiplex and Sundance during the third quarter of 2014 and fourth quarter of 2015, respectively. The Company evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of the Company's assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses the Company can utilize under IRC Section 382. Therefore, the Company does not believe that the ownership changes will significantly limit its ability to utilize net operating losses acquired from Digiplex or Sundance.
At March 31, 2016 and December 31, 2015, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $105,421 and $106,300, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made.
Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of the Company's deferred tax assets. Establishing an allowance on the Company's net deferred tax assets could have a material adverse effect on the Company's financial condition and results of operations.
Management’s conclusion at March 31, 2016 that it is more likely than not that the Company's net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, the Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $860 was established during the fourth quarter of 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration.
As of March 31, 2016 and December 31, 2015, the amount of unrecognized tax benefits was $167, all of which would affect the Company’s annual effective tax rate, if recognized.

NOTE 5—EQUITY BASED COMPENSATION
In May 2014, the Board of Directors adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the “2014 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee may grant stock options, stock grants, stock units, and stock appreciation rights under the 2014 Incentive Stock Plan to certain eligible employees and to outside directors. As of March 31, 2016, there were 1,054,612 shares available for future grants under the 2014 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.
The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. For certain employees who have met retirement eligibility criteria as defined in the respective award agreements, compensation expense for restricted stock awards is recognized immediately. As of March 31, 2016, the Company also had 155,305 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of March 31, 2016, 76,502 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. For those employees who have met retirement eligibility criteria as defined in the 2014 Incentive Stock Plan, compensation expense for performance-based stock awards is recognized immediately once all conditions of the award have

9


been satisfied. The Company has determined the achievement of the performance target for the unearned awards in the current year is probable.
The Company’s total stock-based compensation expense was approximately $1,723 and $2,681 for the three months ended March 31, 2016 and 2015, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of March 31, 2016, the Company had approximately $3,100 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 1.4 years. This expected cost does not include the impact of any future stock-based compensation awards.
Options—Service Condition Vesting
The Company currently uses the Black-Scholes option pricing model to determine the fair value of its stock options for which vesting is dependent only on employees providing future service. Such stock options vest equally over a three-year period, except for options granted to members of the Board of Directors that vest immediately upon issuance. The stock options expire 10 years after the grant date. The Company’s stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%.
No options were granted during the first three months of 2016 or 2015. The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2016:
 
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life (Yrs.)
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2016
 
550,000

 
$
8.67

 
4.1

 
$
7,848

Granted
 

 

 

 

Exercised
 

 

 

 

Expired
 

 

 

 

Forfeited
 

 

 

 

Outstanding at March 31, 2016
 
550,000

 
$
8.67

 
3.9

 
$
11,753

Exercisable on March 31, 2016
 
550,000

 
$
8.67

 
3.9

 
$
11,753

Expected to vest March 31, 2016
 

 
$

 

 
$

Options – Market Condition Vesting
In April 2007, the Compensation and Nominating Committee approved (pursuant to the 2004 Incentive Stock Plan) the grant of an aggregate of 260,000 stock options, at an exercise price equal to $25.95 per share, to a group of eight senior executives. The April 2007 stock option grants are aligned with market performance, as one-third of these stock options each will vest when the Company achieves an increase in the trading price of its common stock (over the $25.95 exercise price) equal to 25%, 30% and 35%, respectively. The Company determined the aggregate grant date fair value of these stock options to be approximately $1,430. The fair value of these options was estimated on the date of grant using a Monte Carlo simulation model. Compensation expense is not subsequently adjusted for the number of shares that are ultimately vested.
The following table sets forth the summary of option activity for the Company’s stock options with market condition vesting for the three months ended March 31, 2016:
 
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2016
 
73,334

 
$
25.95

 
1.3

 
$

Exercised
 

 

 

 

Outstanding at March 31, 2016
 
73,334

 
$
25.95

 
1.0

 
$
300

Exercisable on March 31, 2016
 
40,000

 
$
25.95

 
1.0

 
$
164

Expected to vest March 31, 2016
 

 
$

 

 
$


10


Restricted Stock
The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2016:
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2016
 
388,794

 
$
27.34

Granted
 
163,968

 
$
20.55

Vested
 
(184,247
)
 
$
22.36

Forfeited
 
(7,088
)
 
$
28.03

Nonvested at March 31, 2016
 
361,427

 
$
26.78


NOTE 6—GOODWILL AND INTANGIBLE ASSETS
As of March 31, 2016 and December 31, 2015, goodwill and intangible assets consisted of the following:
 
 
Gross
Carrying Value
 
Accumulated
Amortization
 
Net
Carrying Value
As of March 31, 2016
 
 
 
 
 
 
Intangible assets:
 
 
 
 
 
 
Lease related intangibles
 
$
3,612

 
$
(1,332
)
 
$
2,280

Non-compete agreements
 
30

 
(22
)
 
8

Trade names
 
750

 
(573
)
 
177

Total intangible assets
 
$
4,392

 
$
(1,927
)
 
$
2,465

As of December 31, 2015
 
 
 
 
 
 
Intangible assets:
 
 
 
 
 
 
Lease related intangibles
 
$
3,612

 
$
(1,206
)
 
$
2,406

Non-compete agreements
 
30

 
(21
)
 
9

Trade names
 
750

 
(569
)
 
181

Total intangible assets
 
$
4,392

 
$
(1,796
)
 
$
2,596


Amortization expense of intangible assets for fiscal years 2016 through 2020 and thereafter is estimated to be approximately $525, $518, $495, $495, $274 and $288, respectively.
The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2016:
 
 
December 31, 2015
 
Additions
 
Impairments
 
March 31, 2016
Goodwill, gross
 
$
189,956

 
$
1,833

 
$

 
$
191,789

Accumulated impairment losses
 
(38,240
)
 

 

 
(38,240
)
Total goodwill, net
 
$
151,716

 
$
1,833

 
$

 
$
153,549

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.

11


Shareholder Litigation
On April 25, 2016, a purported holder of the Company’s common stock (“Plaintiff”) filed a putative class action in the United States District Court for the Middle District of Georgia, Columbus Division, captioned Solak v. Passman, et al., C.A. No. 4:16-cv-154 (CDL), against the Company’s directors, AMC Entertainment Holdings, Inc. (“AMC”), and AMC’s merger subsidiary arising from the proposed acquisition of the Company by AMC (the “Merger”). Plaintiff’s complaint alleges that the preliminary proxy statement filed by the Company on March 31, 2016 with the Securities and Exchange Commission (“SEC”) in connection with the Merger contained false and misleading statements and omitted material information in violation of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 14a-9 promulgated thereunder, and further that the director defendants are personally liable for those alleged misstatements and omissions under Section 20(a) of the Exchange Act. In addition, Plaintiff’s complaint alleges that the director defendants breached their fiduciary duties owed to the public stockholders of the Company in connection with the Merger and that AMC and its merger subsidiary aided and abetted those breaches. Plaintiff’s complaint seeks, among other things, to enjoin the Merger until the alleged Exchange Act violations and breaches of fiduciary duties are remedied, to rescind the merger agreement or any terms thereof to the extent such agreement or terms have already been implemented, and an award of attorneys’ and experts’ fees and costs. Although it is not possible to predict the outcome of litigation matters with certainty, the Company believes that the claims raised by the purported stockholder are without merit and intends to defend against them vigorously.
NOTE 8—NET INCOME PER SHARE
Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 75,831 and 2,339 for the three months ended March 31, 2016 and 2015 were excluded from the calculation of diluted earnings per share because of a decline in the average market price of common stock compared to the price on the grant date.
 
 
 
Three Months Ended March 31,
 
 
2016
 
2015
Numerator:
 
 
 
 
Numerator for basic earnings per share:
 
 
 
 
Net income
 
$
2,225

 
$
391

Denominator (shares in thousands):
 
 
 
 
Basic earnings per share:
 
 
 
 
Weighted average shares
 
24,584

 
24,588

Less: restricted stock issued
 
(32
)
 
(105
)
Denominator for basic earnings per share:
 
24,552

 
24,483

Effect of dilutive shares:
 
 
 
 
Stock options
 
267

 
145

Restricted stock awards
 
166

 
321

Dilutive potential common shares
 
433

 
466

Denominator for diluted earnings per share:
 
 
 
 
Adjusted weighted average shares
 
24,985

 
24,949

Basic and Diluted income per share attributable to Carmike stockholders
 
$
0.09

 
$
0.02

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

12


(“SV Holdco”). SV Holdco is a holding company that owns and operates the Screenvision business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.
In September 2011, the Company made a voluntary capital contribution of $718 to SV Holdco. The capital contribution was made to maintain the Company’s relative ownership interest following an acquisition by Screenvision and additional capital contributions by other owners of SV Holdco. The Company received Class A membership units representing less than 1% of the issued and outstanding membership units of SV Holdco in return for the Company’s capital contribution.
As of March 31, 2016, the Company held Class C and Class A membership units representing approximately 18% of the total issued and outstanding membership units of SV Holdco. As of March 31, 2016, the carrying value of the Company’s ownership interest in SV Holdco is $6,780 and is included in investments in unconsolidated affiliates in the consolidated balance sheets. For book purposes, the Company has accounted for its investment in SV Holdco, LLC, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment pursuant to ASC 970-323-25-6.
The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $88,000 as of March 31, 2016.
The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2)the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 14% of the total issued and outstanding membership units of SV Holdco as of March 31, 2016 and December 31, 2015.
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 $2,566 and $2,526 for the three months ended March 31, 2016 and 2015, 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 $453 and $446 for the three months ended March 31, 2016 and 2015, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,634 and $1,626 at March 31, 2016 and December 31, 2015, respectively.
A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the three months ended March 31, 2016 is as follows:
 

13


Investments in unconsolidated affiliates
SV Holdco
Balance at January 1, 2016
$
6,957

Equity loss of SV Holdco
(177
)
Balance at March 31, 2016
$
6,780

 
 
 
 
Deferred revenue
SV Holdco
Balance at January 1, 2016
$
30,670

Amortization of up-front payment
(237
)
Amortization of Class C units
(53
)
Balance at March 31, 2016
$
30,380

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.
Combined financial information of the unconsolidated affiliated companies accounted for by the equity method is as follows:
 
As of March 31,
 
2016
Assets:
 
Current assets
$
53,894

Noncurrent assets
118,373

 
 
Total assets
$
172,267

 
 
Liabilities:
 
Current liabilities
$
36,092

Noncurrent liabilities
51,320

 
 
Total liabilities
$
87,412

 
 
 
 
 
Three Months Ended
 
 
March 31, 2016
 
March 31, 2015
Results of operations:
 
 
 
 
Revenue
 
$
37,568

 
$
23,613

Operating (loss) income
 
$
(2,572
)
 
$
11,318

(Loss) income from continuing operations
 
$
(1,642
)
 
$
6,310

Net (loss) income
 
$
(1,642
)
 
$
6,310


A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2016 and 2015 is as follows:
 
 
March 31,
Income from unconsolidated affiliates
 
2016
 
2015
(Loss) income from unconsolidated affiliates
 
$
(39
)
 
$
902

Elimination of intercompany revenue
 
453

 
446

Income from unconsolidated affiliates
 
$
414

 
$
1,348




14


NOTE 11— ACQUISITIONS

AMC Merger

On March 3, 2016, AMC Entertainment Holdings, Inc, ("AMC") and the Company announced that the companies have entered into a definitive merger agreement under which AMC will acquire all of the outstanding shares of the Company and the Company will become a wholly owned subsidiary of AMC. Under the terms of the merger agreement, Carmike shareholders will receive, for each share held by such shareholder, $30.00 in cash at closing. Each Carmike stock option, share of restricted stock, restricted stock unit and performance shares, will, contingent upon consummation of the merger, become 100% vested, and will be cancelled and converted into the right to receive $30.00 in cash or, in the case of stock options that have not been exercised, the excess, if any, of $30.00 over the exercise price of such stock option. 

The AMC Merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the transaction fails to close. The transaction has been approved by both companies' Board of Directors and the completion of the AMC merger is subject to customary closing conditions including, among others, the approval of Carmike shareholders and various regulatory approvals.

The merger agreement contains certain termination rights for both the Company and AMC and further provides that upon the termination of the merger agreement under certain circumstances, including upon a termination as a result of a superior proposal, the Company will be required to pay a breakup fee of $30,000. AMC is required to pay Carmike a termination fee of $50,000 if the merger agreement is terminated in certain circumstances relating to the antitrust regulatory review process. Subject to certain limitations, either party may terminate the merger agreement if the merger is not consummated by December 5, 2016.

Refer to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 3, 2016 for additional information on the AMC merger.


AMC/Starplex
In January 2016, the Company acquired two theatres and 22 screens from a subsidiary of AMC for approximately $5,465, inclusive of working capital adjustments. The acquisition supports the Company's growth strategy. Acquisition costs related to this transaction were not significant to the Company's consolidated financial statements. The purchase price of $5,465 was allocated as follows:
Purchase price, net of cash received
$
5,390

Working capital adjustment
75

Total purchase price
$
5,465

 
 
Other current assets
75

Property and equipment
3,557

Net assets acquired
3,632

Goodwill
1,833

 
 
Purchase Price
$
5,465


Sundance
On October 6, 2015, the Company completed its acquisition of five theatres and 37 screens pursuant to the terms of a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC ("Sundance"). In consideration for the acquisition, the Company paid $35,843 in cash, including $130 in working capital adjustments. The purchase price was paid using cash on hand. The acquisition of Sundance supports the Company's growth strategy.
The following table summarizes the preliminary purchase price and purchase price allocation for Sundance based on the fair value of the net assets acquired at the acquisition date.

15


Purchase price, net of cash received
$
35,713

Working capital adjustment
130

 
 
Total purchase price
$
35,843

 
 
Accounts receivable
$
156

Inventory
173

Other current assets
511

Property and equipment
10,022

Intangible assets
200

Other assets
464

Deferred tax assets
1,444

Accounts payable
(870
)
Accrued expenses
(852
)
Other liabilities
(520
)
 
 
Net assets acquired
10,728

Goodwill
25,115

 
 
Purchase Price
$
35,843


The purchase price allocation is preliminary and certain items are subject to change. The primary area of the preliminary valuation that is not yet finalized relates to the determination of deferred tax asset and liability balances. The Company expects to continue to obtain information to assist in determining the fair values during the measurement period.
The total non-cash consideration representing liabilities assumed in the Sundance transaction was $2,242.
The fair value of the current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $25,115 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not expected to be deductible for income tax purposes. Identified intangible assets recognized of $200 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $520 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligation, prior to the exercise of any extension or renewals associated with the underlying lease is 5.0 years.
The results of Sundance's operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Sundance included in the Company's operating results for the year ended December 31, 2015 from the acquisition date are $7,394 and $668, respectively. Acquisition costs related to professional fees incurred as a result of the Sundance acquisition, during the year ended December 31, 2015 were approximately $300 and were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations. The majority of these expenses are not deductible for income tax purposes.

NOTE 12— LEASE AMENDMENT

In February 2016, the Company amended a master lease agreement consisting of five theatres and 84 screens. The amendment extends the term of the master lease agreement for 15 years, exclusive of any option periods. The Company expects to incur capital expenditures totaling approximately $28,000 to remodel certain of these theatres of which $15,000 will be reimbursed by the landlord. Certain of the improvements were deemed to be non-normal tenant improvements and the Company has recorded capital lease and financing obligations of $10,800 on its consolidated balance sheet.


16


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AMC Merger
On March 3, 2016, AMC Entertainment Holdings, Inc, and the Company announced that we have entered into a definitive merger agreement under which AMC will acquire all of our outstanding shares and we will become a wholly owned subsidiary of AMC. Under the terms of the merger agreement, our shareholders will receive, for each share held by such shareholder, $30.00 in cash at closing. Each Carmike stock option, share of restricted stock, restricted stock unit and performance shares, will, contingent upon consummation of the merger, become 100% vested, and will be cancelled and converted into the right to receive $30.00 in cash or, in the case of stock options that have not been exercised, the excess, if any, of $30.00 over the exercise price of such stock option. 
The AMC merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the transaction fails to close. The transaction has been approved by both companies' Board of Directors and the completion of the AMC merger is subject to customary closing conditions including, among others, the approval of our shareholders and various regulatory approvals. Refer to the Company's Form 8-K filed March 3, 2016 for additional information regarding the AMC merger.
The Company
We are one of the largest motion picture exhibitors in the United States and as of March 31, 2016 we owned, operated or had an interest in 276 theatres with 2,954 screens located in 41 states. We target mid-size non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.
As of March 31, 2016, all of our theatres are on a digital-based platform, and 258 theatres with 1,097 screens are equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.
We generate revenue primarily from box office receipts and concession sales along with additional revenues from screen advertising sales, our in-theatre dining locations, our Hollywood Connection fun center, video games located in some of our theatres, and theatre rentals. Our revenue depends to a substantial degree on the availability of suitable motion pictures for screening in our theatres and the appeal of such motion pictures to patrons in our specific theatre markets. A disruption in the production of motion pictures, a lack of motion pictures, or the failure of motion pictures to attract the patrons in our theatre markets will likely adversely affect our business and results of operations.
Our revenue also varies significantly depending upon the timing of the film releases by distributors. While motion picture distributors now release major motion pictures more evenly throughout the year, the most marketable films are usually released during the summer months and the year-end holiday season, and we usually earn more during those periods than in other periods during the year. As a result, the timing of such releases affects our results of operations, which may vary significantly from quarter to quarter and year to year.
We generate the majority of our box office revenue from a particular film within the first 30 days of its release date to theatre exhibitors. Historically, films have not been released in other formats, such as DVD or video-on-demand, until approximately 120 days after the film’s initial release. However, over the past several years, the release window for films in other formats has shortened. It is possible that these release windows will continue to shorten, which could impact our ability to attract patrons to our theatres.
Film rental costs are variable in nature and fluctuate with the prospects of a film and the box office revenues of a film. Film rental rates are generally negotiated on a film-by-film and theatre-by-theatre basis and are typically higher for blockbuster films. Advertising costs, which are expensed as incurred, primarily represent advertisements and movie listings placed in newspapers. The cost of these advertisements is based on, among other things, the size of the advertisement and the circulation of the newspaper.
Concessions costs fluctuate primarily 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. We anticipate an increase in concession costs as a percentage of concessions and other revenue as we continue to expand our food and beverage selection and the number of in-theatre dining locations.

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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 utilities, 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 make our need for cash vary significantly from quarter to quarter. Generally, our liquidity needs are funded by operating cash flow, available funds under our credit agreement and short term float. Our ability to generate this cash will depend largely on future operations.
We continue to focus on operating performance improvements. This includes managing our operating costs, implementing pricing initiatives and closing underperforming theatres. We also intend to allocate our available capital primarily to developing new build-to-suit theatres, making strategic acquisitions, converting traditional theatres to our in-theatre dining concept, installing Big D and IMAX auditoriums and improving the condition of our theatres.
We actively seek ways to grow our circuit through strategic acquisitions and have completed acquisitions in each fiscal year since 2011. Since 2011, we have acquired 65 theatres and over 800 screens. Recent transactions include the acquisition of 5 theatres and 37 screens from Sundance Cinemas LLC on October 6, 2015 and two theatres and 22 screens from a subsidiary of AMC Theatres in January 2016.
In addition, we continue to pursue opportunities for organic growth through new theatre development. During the three months ended March 31, 2016, we opened one theatre and 12 screens. We anticipate opening up to five new build-to-suit theatres in 2016. We intend to include one large-format auditorium in each of our new build-to-suit theatres.
As of March 31, 2016, we operated 55 large-format auditoriums, including 32 Big D auditoriums, 21 IMAX auditoriums and two MuviXL auditoriums. We believe that our large-format auditoriums enhance the enjoyment of our audiences and plan to convert additional screens to a large-screen format in future periods. In October 2013, we entered into a new revenue sharing agreement with IMAX for ten additional IMAX theatre systems to be installed in new construction projects and existing multiplexes. In July 2015, we expanded our revenue-sharing agreement to include 3 additional IMAX theatre systems. As of March 31, 2016, 10 of the 13 IMAX theatre systems had been installed.
During 2015, we completed the conversion of three theatres to our in-theatre dining concept. These theatres feature a casual in-theatre dining and movie-going experience for the entire family. In addition to push-button service, these theatres allow patrons to enjoy a wide array of food and beverage options while enjoying a movie in our premium seats. We believe that a single theatre and dining destination provides our patrons with a more convenient and affordable entertainment experience which can lead to increased visits. We intend to convert additional theatres to in-theatre dining as well as construct new build-to-suit in-theatre dining complexes in future years.
Two of our entertainment complexes include a Bogart’s Bar and Grill restaurant. 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 as well as the number of theatres with expanded food and beverage menus. 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, 2015 and in "Item 1A. Risk Factors" contained in this report.
Results of Operations
Comparison of Three Months Ended March 31, 2016 and March 31, 2015
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.

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Three Months Ended 
 March 31,
 
 
2016
 
2015
Average theatres
 
276

 
273

Average screens
 
2,947

 
2,893

Average attendance per screen
 
5,338

 
5,343

Average admission per patron
 
$
7.80

 
$
7.20

Average concessions and other sales per patron
 
$
5.31

 
$
4.72

Total attendance (in thousands)
 
15,731

 
15,457

Total operating revenues (in thousands)
 
$
206,188

 
$
184,334

According to boxofficemojo.com, a website focused on the movie industry, national box office revenues for the three months ended March 31, 2016 were estimated to have increased by approximately 12.5% in comparison to the corresponding 2015 period. The industry-wide increase was primarily driven by the success of high profile films, such as Deadpool, which grossed over $300 million in domestic box office revenues, and Star Wars: The Force Awakens, Zootopia, and Batman v Superman: Dawn of Justice, which all grossed over $200 million in domestic box office revenues.
Total operating revenues increased 11.9% to $206.2 million for the three months ended March 31, 2016 compared to $184.3 million for the three months ended March 31, 2015, due to an increase in total attendance from 15.5 million in the first quarter of 2015 to 15.7 million in the first quarter of 2016, an increase in average admissions per patron from $7.20 in the first quarter of 2015 to $7.80 for the first quarter of 2016 and an increase in average concessions and other sales per patron from $4.72 in the first quarter of 2015 to $5.31 in the first quarter of 2016. Excluding operating revenues from the acquired Sundance theatres, total operating revenues increased 8.5% to $200.0 million. The increase in total revenues, excluding the acquired Sundance theatres, was due to an increase in average admissions per patron from $7.20 to $7.72 and an increase in average concessions and other sales per patron from $4.72 to $5.24. Average admission per patron for the first quarter of 2016 increased due to an increase in premium format shows, such as 3D and Big D/IMAX, the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards. Average concessions and other sales per patron increased primarily due to concession promotions, the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards.
 
Admissions revenue increased approximately 10.2% to $122.7 million for the three months ended March 31, 2016 from $111.4 million for the same period in 2015, due to an increase in total attendance from 15.5 million in the first quarter of 2015 to 15.7 million for the first quarter of 2016, an increase in average admissions per patron from $7.20 in the first quarter of 2015 to $7.80 for the first quarter of 2016, and revenues related to unredeemed gift cards. Excluding the acquired Sundance theatres, admissions revenue increased 7.0% from $111.4 million for the three months ended March 31, 2015 to $119.1 million for the three months ended March 31, 2016.
Concessions and other revenue increased approximately 14.4% to $83.5 million for the three months ended March 31, 2016 compared to $73.0 million for the same period in 2015 due to an increase in total attendance from 15.5 million for the three months ended March 31, 2015 to 15.7 million for the three months ended March 31, 2016, an increase in average concessions and other sales per patron from $4.72 in the first quarter of 2015 to $5.31 in the first quarter of 2016, the adoption of a tax on top pricing policy in the fourth quarter of 2015, settlement funds related to the 2010 BP oil spill of $0.7 million and revenues related to unredeemed gift cards. Excluding the acquired Sundance theatres, concessions and other revenue increased 10.8% from $73.0 million for the three months ended March 31, 2015 to $80.9 million for the three months ended March 31, 2016.
We operated 276 theatres with 2,954 screens at March 31, 2016 compared to 272 theatres with 2,894 screens at March 31, 2015.

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Operating costs and expenses. The table below summarizes operating expense data for the periods presented.
 
 
Three Months Ended 
 March 31,
 
 
($’s in thousands)
 
2016
 
2015
 
% Change
Film exhibition costs
 
$
68,344

 
$
61,683

 
11
Concession costs
 
$
9,580

 
$
8,022

 
19
Salaries and benefits
 
$
24,760

 
$
23,713

 
4
Theatre occupancy costs
 
$
25,878

 
$
23,434

 
10
Other theatre operating costs
 
$
34,541

 
$
32,029

 
8
General and administrative expenses
 
$
12,322

 
$
10,027

 
23
Depreciation and amortization
 
$
15,157

 
$
13,087

 
16
Gain on sale of property and equipment
 
$
(282
)
 
$
(1,031
)
 
n/m
Impairment of long-lived assets
 
$
280

 
$
1,390

 
n/m
Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended March 31, 2016 increased to $68.3 million as compared to $61.7 million for the three months ended March 31, 2015 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 55.7% and 55.4% for the three months ended March 31, 2016 and 2015, respectively. Excluding the acquired Sundance theatres, film exhibition costs for the three months ended March 31, 2016 increased to $66.5 million as compared to $61.7 million for the three months ended March 31, 2015 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, excluding the acquired Sundance theatres, film exhibition costs were 55.8% for the three months ended March 31, 2016 as compared to 55.4% for the three months ended March 31, 2015. As a percentage of admissions revenue, film exhibition costs were higher for the three months ended March 31, 2016 due to a more favorable movie slate.
Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended March 31, 2016 increased to $9.6 million compared to $8.0 million for the three months ended March 31, 2015 due to increased concession sales resulting from increased attendance during the three months ended March 31, 2016. As a percentage of concessions and other revenues, concession costs for the three months ended March 31, 2016 were 11.5% as compared to 11.0% for the three months ended March 31, 2015, which was primarily due to a product sales mix at the acquired Sundance theatres that have lower margins. Excluding the acquired Sundance theatres, concession costs for the three months ended March 31, 2016 increased to $9.0 million as compared to $8.0 million for the three months ended March 31, 2015. Excluding the acquired Sundance theatres, as a percentage of concessions and other revenues, concessions costs were 11.1% for the three months ended March 31, 2016 as compared to 11.0% for the three months ended March 31, 2015. Excluding the acquired Sundance theatres, concession costs as a percentage of concession and other revenues remained consistent between the three months ended March 31, 2016 and 2015 as the impact of our rollout of expanded food and beverage items that carry lower margins was offset by increased concessions and other revenues from our tax on top pricing strategy and increased revenues related to unredeemed gift cards.
Salaries and benefits. Salaries and benefits increased $1.1 million from $23.7 million for the three months ended March 31, 2015 to $24.8 million for the three months ended March 31, 2016 due to the acquisition of the Sundance theatres. Excluding the acquired Sundance theatres, salaries and benefits remained consistent between the three months ended March 31, 2016 and 2015.
 Theatre occupancy costs. Theatre occupancy costs are primarily comprised of rent expense on buildings and equipment (recognized on a straight-line basis over the shorter of the lease term or the economic useful life of the lease), contingent rent and other theatre occupancy costs. Theatre occupancy costs for the three months ended March 31, 2016 increased $2.5 million to $25.9 million as compared to $23.4 million for the three months ended March 31, 2015. Excluding the acquired Sundance theatres, theatre occupancy costs increased $1.6 million to $25.0 million. Excluding the acquired Sundance theatres, the increase in theatre occupancy costs for the three months ended March 31, 2016 is due primarily to an increase in rent expense of $1.6 million associated with net theatre openings and closings subsequent to the beginning of the first quarter of 2015.
Other theatre operating costs. Other theatre operating costs for the three months ended March 31, 2016 increased to $34.5 million as compared to $32.0 million for the three months ended March 31, 2015. Excluding the acquired Sundance theatres, other theatre operating costs for the three months ended March 31, 2016 increased to $33.5 million as compared to

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$32.0 million for the three months ended March 31, 2015. The increase in other theatre operating costs for the three months ended March 31, 2016 is primarily the result of increases in premium format usage fees of $0.6 million, banking and credit card processing fees of $0.4 million and certain tax expenditures of $0.3 million.
General and administrative expenses. General and administrative expenses increased to $12.3 million for the three months ended March 31, 2016 compared to $10.0 million for the three months ended March 31, 2015. The increase in general and administrative expenses during the three months ended March 31, 2016 was primarily the result of an increase in professional expenses of $2.1 million primarily related to the pending AMC Merger.
Depreciation and amortization. Depreciation and amortization expenses increased to $15.2 million for the three months ended March 31, 2016 as compared to $13.1 million for the three months ended March 31, 2015. The increase in depreciation and amortization expenses for the three months ended March 31, 2016 was primarily due to a combination of higher balances of property and equipment due to theatre openings, remodels and acquisitions during 2015.
Net gain on sales of property and equipment. We recognized a gain on the sale of property and equipment of $0.3 million for the three months ended March 31, 2016 and a gain on the sale of property and equipment of $1.0 million for the three months ended March 31, 2015.
Impairment of long-lived assets. We recorded impairment charges of $0.3 million and $1.4 million for the three months ended March 31, 2016 and 2015, respectively. The impairment charges for the three months ended March 31, 2016 primarily resulted from the deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. The impairment charges for the three months ended March 31, 2015 primarily resulted from the deterioration in the operating results of the impaired theatres, the continued deterioration of previously impaired theatres and a decline in the market value of a previously closed theatre.
Operating income. Operating income for the three months ended March 31, 2016 increased to $15.6 million from $12.0 million for the three months ended March 31, 2015. As a percentage of total operating revenues, operating income for the three months ended March 31, 2016 was 7.6% as compared to 6.5% for the three months ended March 31, 2015. The increase in operating income for the three months ended March 31, 2016 is primarily a result of an increase in total attendance and the factors described above.
Interest expense, net. Interest expense, net for the three months ended March 31, 2016 and 2015 was $12.4 million and $12.7 million respectively. The decrease in interest expense is primarily due to a decrease in the weighted average interest rate of the 6.00% Senior Secured Notes compared to the 7.375% Senior Secured Notes.
Income tax. During the three months ended March 31, 2016 and 2015, we recorded income tax expense of $1.4 million and $0.3 million, respectively, primarily as a result of our income from continuing operations. At March 31, 2016 and December 31, 2015, our consolidated deferred tax assets were $105.4 million and $106.3 million, respectively. As of each reporting date, we assess whether it is more likely than not that our deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing our income tax expense in the period that such conclusion is made.
The effective tax rate from continuing operations for the three months ended March 31, 2016 was 38.8%. Our tax rate for the three months ended March 31, 2016 and 2015 differs from the statutory tax rate primarily due to state income taxes and permanently nondeductible expenses.

Liquidity and Capital Resources
General
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 $32.2 million as of March 31, 2016 compared to a working capital surplus of $27.9 million at December 31, 2015. The working capital surplus in 2016 and 2015 primarily resulted from proceeds of $88.0 million received from our common stock offering in July 2013, partially offset by recent acquisitions and our share repurchase program.

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At March 31, 2016, we had available borrowing capacity of $50 million under our revolving Credit Facility and approximately $95.7 million in cash and cash equivalents on hand as compared to available borrowing capacity of $50 million under our revolving Credit Facility and approximately $102.5 million in cash and cash equivalents at December 31, 2015. 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 “Revolving Credit Facility.”
Net cash provided by operating activities was $8.9 million for the three months ended March 31, 2016 compared to net cash provided by operating activities of $18.6 million for the three months ended March 31, 2015. Cash provided by operating activities was lower for the three months ended March 31, 2016 due primarily to increased operating revenues resulting from increased attendance, admissions revenue per patron and concessions and other revenues per patron. Net cash used in investing activities was $9.9 million for the three months ended March 31, 2016 compared to $16.2 million for the three months ended March 31, 2015. The decrease in our net cash used in investing activities is primarily due to a decrease in cash used for purchases of property and equipment of $12.4 million, partially offset by theatre acquisitions of $5.5 million. The cash used for theatre acquisitions during the three months ended March 31, 2016 was primarily related to the acquisition of two theatres from a subsidiary of AMC. Capital expenditures were $5.4 million and $17.8 million for the three months ended March 31, 2016 and 2015, respectively. Capital expenditures for the 2016 period primarily related to recently constructed build-to-suit theatres and theatre maintenance. Capital expenditures for the 2015 period related to recently constructed build-to-suit theatres, the conversion of certain traditional theatres to our casual in-theatre dining concept and theatre renovations. Net cash used in financing activities was $5.7 million and $7.0 million for the three months ended March 31, 2016 and 2015, respectively. The net cash used in financing activities for the three months ended March 31, 2016 was primarily due to repayments of capital leases and financing obligations, purchases of treasury shares to satisfy tax obligations related to our incentive stock program, and share repurchases under our share repurchase program. The net cash used in financing activities for the three months ended March 31, 2015 was primarily due to repayments of capital leases and financing obligations, purchases of treasury shares to satisfy tax obligations related to our incentive stock program, and the payment of an earnout contingency related to a prior year acquisition.
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 three months of 2016 and estimate closing approximately ten theatres for the full year 2016.
We plan to incur approximately $55 to $60 million in capital expenditures, net of landlord reimbursements, for calendar year 2016. We plan to open up to five new build-to-suit theatres in 2016 and expect to include one large format digital screen in all new build-to-suit theatres. As of March 31, 2016, we have 32 Big D auditoriums, 21 IMAX auditoriums and two MuviXL auditoriums. We believe that the addition of Big D and IMAX auditoriums will have a positive impact on our operating results.
 
6.00% Senior Secured Notes
On June 17, 2015, we issued $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay our $210.0 million senior secured notes that were due in May 2019. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year. 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 $6.8 million are recorded as a reduction to the associated long-term debt 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 June 15, 2018, we may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106.00% 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 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, 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”).

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At any time on or after June 15, 2018, 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 104.50%.
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. On March 23, 2016, we entered into a supplemental indenture to the Indenture providing that the AMC merger would not constitute a change of control under the Indenture which would require us to make an offer to repurchase the Senior Secured Notes outstanding.
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 on, 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 June 17, 2015, 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 JP Morgan Securities LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners as lenders under the Credit Facility as initially in effect. Debt issuance costs and other transaction fees of approximately $1.7 million related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense.
The Credit Facility provides a $50.0 million senior secured revolving credit facility having a five year term, and includes a sub-facility for the issuance of letters of credit totaling up to $10.0 million. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of us and our guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of our and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among us, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150.0 million 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 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 plus a margin of 2.75%, or Base Rate (as defined in the Credit Facility) plus a margin of 1.75%, 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 June 17, 2020.
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;

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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.
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 3.00 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.
Our failure to comply with any of these covenants, including compliance with the Leverage Ratio, will be an event of default under the Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the Credit Facility and declare all or any portion of the obligations under the Credit Facility due and payable. Other events of default under the Credit Facility include:
 
our failure to pay principal on the loans when due and payable, or our failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);
the occurrence of a change of control (as defined in the Credit Agreement);
a breach or default by us or our subsidiaries on the payment of principal of any other indebtedness in an aggregate amount greater than $10 million;
breach of representations or warranties in any material respect;
failure to perform other obligations under the Credit Agreement and the security documents for the Credit Facility (subject to applicable cure periods); or
certain bankruptcy or insolvency events.
In the event of a bankruptcy or insolvency event of default, the Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.
As of March 31, 2016, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.
We did not have any material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.


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:
 
the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with AMC;
the inability to complete the proposed merger due to the failure to obtain Carmike stockholder or regulatory approval for the proposed merger or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all;

24


disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger;
the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters delivered pursuant to the merger agreement with AMC;
the failure of the proposed merger to close for any other reason;
risks related to disruption of management’s attention from our ongoing business operations due to the proposed merger;
the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against us and others relating to the merger agreement with AMC;
the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger;
the amount of the costs, fees, expenses and charges related to the proposed merger;
adverse regulatory decisions;
unanticipated changes in the markets for our business segments;
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, 2015 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, 2015.

25


ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of March 31, 2016, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

26


PART II. OTHER INFORMATION
 

ITEM 1.    LEGAL PROCEEDINGS
On April 25, 2016, a purported holder of the Company’s common stock (“Plaintiff”) filed a putative class action in the United States District Court for the Middle District of Georgia, Columbus Division, captioned Solak v. Passman, et al., C.A. No. 4:16-cv-154 (CDL), against the our directors, AMC Entertainment Holdings, Inc. (“AMC”), and AMC’s merger subsidiary arising from the proposed acquisition of Carmike by AMC (the “Merger”). Plaintiff’s complaint alleges that the preliminary proxy statement filed by us on March 31, 2016 with the Securities and Exchange Commission (“SEC”) in connection with the Merger contained false and misleading statements and omitted material information in violation of Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 14a-9 promulgated thereunder, and further that the director defendants are personally liable for those alleged misstatements and omissions under Section 20(a) of the Exchange Act. In addition, Plaintiff’s complaint alleges that the director defendants breached their fiduciary duties owed to the public stockholders of Carmike in connection with the Merger and that AMC and its merger subsidiary aided and abetted those breaches. Plaintiff’s complaint seeks, among other things, to enjoin the Merger until the alleged Exchange Act violations and breaches of fiduciary duties are remedied, to rescind the merger agreement or any terms thereof to the extent such agreement or terms have already been implemented, and an award of attorneys’ and experts’ fees and costs. Although it is not possible to predict the outcome of litigation matters with certainty, we believe that the claims raised by the purported stockholder are without merit and intend to defend against them vigorously.

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, 2015. 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, 2015 with the exception of the following risk factors related to the AMC merger.
Risks Related to the AMC Merger
On March 3, 2016, AMC Entertainment Holdings, Inc, and the Company announced that the companies have entered into a definitive merger agreement under which AMC will acquire all of the outstanding shares of the Company and the Company will become a wholly owned subsidiary of AMC. In connection with the proposed merger, we are subject to certain risks including, but not limited to, those set forth below.
Uncertainties associated with the merger could adversely affect our business, results of operations and financial condition.
Completion of the AMC merger is subject to various closing conditions, including but not limited to, obtaining necessary approvals and consents from shareholders and other regulatory agencies. There can be no assurance that the Company will receive the necessary approvals for the transaction or receive them within the expected timeframe. The announcement and pendency of the merger, as well as any delays in the expected timeframe could cause disruption in and create uncertainties, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the merger is completed. These risks include:
an adverse effect on our relationships with customers, vendors and employees;
a diversion of a significant amount of management time and resources towards the completion of the merger;
being subject to certain restrictions on the conduct of our business; and
difficulties attracting and retaining key employees.
Failure to complete the AMC merger could adversely affect our business and the market price of our common stock.
There is no assurance that the closing of the AMC merger will occur. The AMC merger may be may be terminated under certain specified circumstances, including, but not limited to, a termination of the AMC merger agreement by us to enter into an agreement for a “superior proposal”. If the AMC merger agreement is terminated by us, we may be required to pay AMC a termination fee of $30 million. Payment of the breakup fee may require us to use available cash that would otherwise be used for general purposes or strategic initiatives, which could adversely affect our business, results of operations or financial condition.


27


Pending or future litigation instituted against the Company and its directors challenging the proposed merger may prevent the merger from becoming effective within the expected timeframe or at all.
The Company and members of the Company's board of directors have been named as defendants in a class action lawsuit brought by shareholders challenging the merger. See Note 7 Commitments and Contingencies in the notes to the consolidated financial statements and Part II Item 1 Legal Proceedings for further discussion of the lawsuit. Additional lawsuits may be filed related to the merger. While the Company believes the claims are without merit, if the plaintiffs secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability to complete the merger, then such relief may prevent the merger from becoming effective within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert management's attention and resources, which could adversely affect our business.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Information regarding shares of common stock we repurchased during the first quarter of fiscal 2016 is as follows:
Period
 
Total Number of Shares Purchased
 
Average Price per Share
 
Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
January 2016
 
116,487

 
$
22.39

 
304,606

 
$
43,170

February 2016
 

 
$

 

 
$

March 2016
 

 
$

 

 
$

 
 
116,487

 
$
22.39

 
 
 
 

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.    MINE SAFETY DISCLOSURES
None.

ITEM 5.    OTHER INFORMATION
None.

28



ITEM 6.    EXHIBITS
Listing of exhibits
 
Exhibit
Number
  
Description
 
 
2.1

 
Agreement and Plan of Merger, dated March 3, 2016, among Carmike Cinemas, Inc. and AMC Entertainment Holdings, Inc. and Congress Merger Subsidiary, Inc. (filed as Exhibit 2.1 to Carmike's Current Report on Form 8-K filed on March 3, 2016 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).
 
 
3.4

 
Amendment to 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 March 4, 2016 and incorporated herein by reference).
 
 
 
4.1

 
Indenture for the 6.00% Senior Secured Notes due 2023, dated June 17, 2015, among Carmike Cinemas, Inc. and JP Morgan (filed as Exhibit 4.1 to Carmike's Current Report on Form 8-K filed on June 23, 2015.
 
 
 
4.2

 
Form of 6.00% Senior Secured Note due 2023 (included in Exhibit 4.1)
 
 
 
4.3

 
Second Supplemental Indenture, dated March 23, 2016, to Indenture dated June 17, 2015, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to Carmike's Current Report on Form 8-K filed on March 29, 2016).
 
 
 
10.1

 
Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Richard B. Hare (filed as Exhibit 10.54 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference).
 
 
 
10.2

 
Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.55 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference).
 
 
 
10.3

 
Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and Daniel E. Ellis (filed as Exhibit 10.56 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference).
 
 
 
10.4

 
Amended and Restated Separation Agreement between Carmike Cinemas, Inc. and John Lundin (filed as Exhibit 10.57 to Carmike's Current Report on Form 8-K filed on March 16, 2016 and incorporated herein by reference).
 
 
 
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.

29


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
CARMIKE CINEMAS, INC.
 
 
 
 
 
 
Date:
May 2, 2016
 
By:
 
/s/ S. David Passman III
 
 
 
 
 
S. David Passman III
 
 
 
 
 
President, Chief Executive Officer and
Director
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date:
May 2, 2016
 
By:
 
/s/ Richard B. Hare
 
 
 
 
 
Richard B. Hare
 
 
 
 
 
Senior Vice President—Finance, Treasurer and
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
 
Date:
May 2, 2016
 
By:
 
/s/ Gregory S. Wiggins
 
 
 
 
 
Gregory S. Wiggins
 
 
 
 
 
Assistant Vice President and Chief Accounting Officer
 
 
 
 
 
(Principal Accounting Officer)
 
 
 
 
 
 
























30














Exhibit 31.1
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
I, S. David Passman III, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2016

31


 
 
/s/ S. David Passman III
S. David Passman III
President, Chief Executive Officer and
Director



Exhibit 31.2
CERTIFICATE OF CHIEF FINANCIAL OFFICER
I, Richard B. Hare, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2016

32


 
 
/s/ Richard B. Hare 
Richard B. Hare
Senior Vice President-Finance, Treasurer and Chief Financial Officer



Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, S. David Passman III, the Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.
Date: May 2, 2016
 
 
/s/ S. David Passman III
S. David Passman III
President, Chief Executive Officer and
Director





















33















Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard B. Hare, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.
Date: May 2, 2016
 
 
/s/ Richard B. Hare 
Richard B. Hare
Senior Vice President-Finance, Treasurer and Chief Financial Officer



34
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