CKEC Carmike Cinemas, Inc.

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.)

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PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

		September 30,				December 31,
		2016				2015
		(Unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	95,367			$	102,511
Restricted cash		121				593
Accounts receivable		8,976				16,207
Inventories		4,440				5,115
Prepaid expenses and other current assets		19,423				20,082
Total current assets		128,327				144,508
Property and equipment:
Land		44,759				45,265
Buildings and building improvements		361,624				345,451
Leasehold improvements		212,823				204,064
Assets under capital leases		49,173				49,173
Equipment		299,920				300,518
Construction in progress		18,558				10,617
Total property and equipment		986,857				955,088
Accumulated depreciation and amortization		(499,758		)		(470,482		)
Property and equipment, net of accumulated depreciation		487,099				484,606
Goodwill		153,549				151,716
Intangible assets, net of accumulated amortization		2,451				2,596
Investments in unconsolidated affiliates (Note 10)		9,417				8,033
Deferred income tax asset		107,293				106,300
Other		14,425				14,899
Total assets		$	902,561			$	912,658
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	31,210			$	50,527
Accrued expenses		36,035				32,099
Deferred revenue		17,635				23,995
Current maturities of capital leases and long-term financing obligations		13,273				9,978
Total current liabilities		98,153				116,599
Long-term liabilities:
Long-term debt		224,066				223,406
Capital leases and long-term financing obligations, less current maturities		225,095				221,315
Deferred revenue		30,586				29,512
Other		35,600				32,055
Total long-term liabilities		515,347				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, 25,337,729 shares issued and 24,388,587 shares outstanding at September 30, 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 September 30, 2016 and December 31, 2015, respectively		(24,349		)		(21,289		)
Paid-in capital		506,110				502,975
Accumulated deficit		(193,460		)		(192,669		)
Total stockholders’ equity		289,061				289,771
Total liabilities and stockholders’ equity		$	902,561			$	912,658

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

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CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues:
Admissions		$	125,988			$	110,633			$	370,844			$	356,975
Concessions and other		83,742				69,608				249,748				226,699
Total operating revenues		209,730				180,241				620,592				583,674
Operating costs and expenses:
Film exhibition costs		69,731				61,376				208,354				202,348
Concession costs		10,209				8,938				29,714				26,688
Salaries and benefits		27,075				25,722				77,802				75,505
Theatre occupancy costs		26,627				24,019				79,381				71,353
Other theatre operating costs		37,914				34,620				106,201				99,730
General and administrative expenses		12,979				6,963				36,722				25,201
Depreciation and amortization		15,126				14,455				45,594				41,289
Loss (gain) on disposal of property and equipment		1,613				(41		)		1,673				(3,365		)
Impairment of long-lived assets		409				1,388				2,669				3,258
Total operating costs and expenses		201,683				177,440				588,110				542,007
Operating income		8,047				2,801				32,482				41,667
Interest expense		12,363				12,309				37,131				37,617
Loss on extinguishment of debt		—				—				—				17,550
Loss before income tax and income from unconsolidated affiliates		(4,316		)		(9,508		)		(4,649		)		(13,500		)
Income tax benefit		(1,054		)		(2,212		)		(500		)		(3,226		)
Income from unconsolidated affiliates (Note 10)		1,843				1,039				3,358				2,963
Net loss		$	(1,419	)		$	(6,257	)		$	(791	)		$	(7,311	)
Weighted average shares outstanding:
Basic		24,600				24,510				24,578				24,394
Diluted		24,600				24,510				24,578				24,394
Net loss per common share (Basic and Diluted)		$	(0.06	)		$	(0.26	)		$	(0.03	)		$	(0.30	)

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

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CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		Nine Months Ended September 30,
		2016				2015
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net loss		$	(791	)		$	(7,311	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		45,594				41,289
Amortization of debt issuance costs		951				1,042
Impairment on long-lived assets		2,669				3,258
Loss on extinguishment of debt		—				17,550
Deferred income taxes		(993		)		(1,015		)
Stock-based compensation		3,105				5,057
Income from unconsolidated affiliates		(2,039		)		(1,644		)
Other		(1,314		)		398
Loss (gain) on disposal of property and equipment		1,673				(3,365		)
Changes in operating assets and liabilities:
Accounts receivable and inventories		7,877				8,620
Deferred construction allowances		2,419				—
Prepaid expenses and other assets		722				(1,542		)
Accounts payable		(22,457		)		(1,974		)
Accrued expenses and other liabilities		(2,164		)		(2,116		)
Earnout payments for acquisitions		—				(849		)
Distributions from unconsolidated affiliates		2,571				409
Net cash provided by operating activities		37,823				57,807
Cash flows from investing activities:
Purchases of property and equipment		(33,341		)		(33,865		)
Funding of restricted cash		472				246
Investment in unconsolidated affiliates		(217		)		(52		)
Theatre acquisitions, net of cash acquired		(5,465		)		—
Proceeds from sale of property and equipment		862				10,947
Net cash used in investing activities		(37,689		)		(22,724		)
Cash flows from financing activities:
Debt activities:
Issuance of long-term debt		—				230,000
Repayments of long-term debt		—				(223,022		)
Debt issuance costs		—				(8,955		)
Repayments of capital lease and long-term financing obligations		(7,494		)		(6,424		)
Proceeds from long-term financing arrangements		3,485				—
Issuance of common stock		36				100
Proceeds from exercise of stock options		—				1,111
Purchase of treasury stock		(3,305		)		(3,476		)
Earnout payment for acquisitions		—				(1,570		)
Net cash used in financing activities		(7,278		)		(12,236		)
Increase in cash and cash equivalents		(7,144		)		22,847
Cash and cash equivalents at beginning of period		102,511				97,537
Cash and cash equivalents at end of period		$	95,367			$	120,384
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest		$	32,466			$	34,246
Income taxes, net		$	(1,078	)		$	697
Non-cash investing and financing activities:
Non-cash purchases of property and equipment		$	4,500			$	4,056
Assets acquired through capital lease or financing obligations		$	14,285			$	531

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 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 September 30, 2016 and December 31, 2015 , the results of operations for the three and nine month periods ended September 30, 2016 and 2015 and cash flows for the nine months ended September 30, 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 nine 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.

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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 issued 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 2016, ASU 2016-08, ASU 2016-10 and 2016-12, were issued which amends certain aspects of ASU 2014-09. 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 withholding 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.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The amendments in ASC 230 add or clarify guidance cash flow guidance related to debt prepayments or debt extinguishment costs, zero-coupon debt instruments, contingent consideration payments, proceeds from the settlement of

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insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and the application of the predominance principle. This ASU is effective for annual periods beginning after December 31, 2017, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-15 requires that companies apply the guidance retrospectively to all periods presented, if practicable. 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.

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

For the three and nine months ended September 30, 2016 , impairment charges aggregated to $ 409 and $ 2,669 , respectively. For the three and nine months ended September 30, 2015 , impairment charges aggregated to $ 1,388 and $ 3,258 , respectively. The impairment charges for the three months ended September 30, 2016 were primarily the result of the continued deterioration of previously impaired theatres. The impairment charges for the three months ended September 30, 2015 were primarily the result of deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. The impairment charges for the three and nine months ended September 30, 2016 and 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 and nine months ended September 30, 2016 was approximately $ 1,486 and $ 5,811 , respectively. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820, Fair Value Measurements , and were derived primarily from discounting estimated future cash flows. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10)%  to 10% . The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15% .

NOTE 3—DEBT

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

		September 30, 2016				December 31, 2015
Senior secured notes		$	230,000			$	230,000
Revolving credit facility		—				—
Unamortized debt issuance costs		(5,934		)		(6,594		)
Total debt		224,066				223,406
Current maturities		—				—
Total long-term debt		$	224,066			$	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 approximately $ 7,000 were recorded as a reduction to the associated long-term debt and are 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

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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 Indenture providing that the AMC merger described in response to Note 11- Acquisitions below would not constitute a change of control under the Indenture that would require us to make an offer to repurchase the Senior Secured Notes outstanding.

The fair value of the Senior Secured Notes at September 30, 2016 and December 31, 2015 , which are considered Level 2 estimates within the fair value hierarchy prescribed by ASC 820, Fair Value Measurements , is estimated based on quoted market prices as follows:

		As of September 30,				As of December 31,
		2016				2015
Carrying amount, net		$	230,000			$	230,000
Fair value		$	239,200			$	234,600

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 at the Company's election of (i) LIBOR plus a margin of 2.75% or (ii) a base rate calculated under the terms of the Credit Facility plus a margin of 1.75% . 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 were included in other non-current assets and are 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 September 30, 2016 .

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;

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•	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 September 30, 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 $ 186,000 .

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

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

The Credit Facility contains further limitations on the Company’s ability to incur additional indebtedness and liens. In addition, to the extent the Company incurs certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. If the Company draws on the Credit Facility, the Company will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 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 September 30, 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

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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 September 30, 2016 and 2015 was 42.6% and 26.1% , respectively. The effective tax rate from continuing operations for the nine months ended September 30, 2016 and 2015 was 38.7% and 30.6% , respectively. The Company’s tax rate for the three and nine months ended September 30, 2016 differs from the statutory federal tax rate primarily due to state income taxes, permanently nondeductible expenses and the effect of a change in state tax rates on its deferred tax asset. The Company's tax rate for the three and nine months ended September 30, 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.

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.

The Company has incurred transaction costs during the nine months ended September 30, 2016 related to the pending AMC merger (see Note 11—Acquisitions). Should the AMC merger be completed during the fourth quarter of 2016, certain of these costs will become permanently non-deductible. If the AMC merger were to fail during the fourth quarter of 2016, certain of these costs would be deductible for income tax purposes.

At September 30, 2016 and December 31, 2015 , the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $107,293 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 September 30, 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.

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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 September 30, 2016 and December 31, 2015 , the amount of unrecognized tax benefits was $127 and $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 September 30, 2016 , there were 1,037,571 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 September 30, 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 September 30, 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 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 $704 and $1,198 for the three months ended September 30, 2016 and 2015 , respectively, and $ 3,105 and $ 5,057 for the nine months ended September 30, 2016 and 2015 , respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of September 30, 2016 , the Company had approximately $2,229 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 1.3  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 nine months of 2016 or 2015 . The following table sets forth the summary of option activity for stock options with service vesting conditions as of September 30, 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 September 30, 2016		550,000			$	8.67			3.4			$	13,211
Exercisable on September 30, 2016		550,000			$	8.67			3.4			$	13,211
Expected to vest September 30, 2016		—			$	—			—			$	—

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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 nine months ended September 30, 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 September 30, 2016		73,334			$	25.95			0.5			$	494
Exercisable on September 30, 2016		40,000			$	25.95			0.5			$	270
Expected to vest September 30, 2016		—			$	—			—			$	—

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the nine months ended September 30, 2016 :

		Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2016		388,794			$	27.34
Granted		181,009			$	21.44
Vested		(197,150	)		$	22.72
Forfeited		(7,088	)		$	28.03
Nonvested at September 30, 2016		365,565			$	26.89

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

As of September 30, 2016 and December 31, 2015 , goodwill and intangible assets consisted of the following:

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		Gross Carrying Value				Accumulated Amortization				Net Carrying Value
As of September 30, 2016
Intangible assets:
Lease related intangibles		$	3,612			$	(1,584	)		$	2,028
Non-compete agreements		30				(25		)		5
Trade names		750				(582		)		168
Licenses		250				—				250
Total intangible assets		$	4,642			$	(2,191	)		$	2,451
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 nine months ended September 30, 2016 :

		December 31, 2015				Additions				Impairments				September 30, 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.

Shareholder Litigation

On April 25, 2016 and May 10, 2016, two putative class action complaints were filed in the United States District Court for the Middle District of Georgia, Columbus Division (the "Court"), against Carmike’s directors, AMC, and Merger Sub arising from the merger: Solak v. Passman, et al., C.A. No. 4:16-cv-154 (CDL) (“Solak Action”) and Baskette v. Fleming, et al., C.A. No. 4:16-cv-170 (CDL) (“Baskette Action” and, together with the Solak Action, the “Actions”). The plaintiffs in the Actions, certain purported holders of Carmike’s common stock (which we refer to as “Plaintiffs”), allege that the preliminary proxy statement filed by Carmike on March 31, 2016 with the SEC in connection with the merger contained false and misleading statements and omitted material information in violation of Section 14(a) of 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. Plaintiffs also allege that the director defendants breached their fiduciary duties owed to the public stockholders of Carmike in connection with the merger and that AMC and Merger Sub aided and abetted those breaches. The Actions seek, 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. In addition, the Baskette Action seeks an accounting and award of damages.

On June 10, 2016, the Court consoldiated the Actions into a single action: In re Carmike Cinemas, Inc. Shareholder Litigation, Consolidated C.A. No. 4:16-cv-154 (CDL) (the “Consolidated Action”). On June 14, 2016, the Court denied Plaintiffs' request for an order temporarily restraining the merger and for expedited discovery in support of a motion to preliminarily enjoin the merger. Following that ruling, all proceedings in the Consolidated Action were temporarily stayed pending the close of the merger. Although it is not possible to predict the outcome of litigation matters with certainty, Carmike believes that the claims raised in the Consolidated Action are without merit and intends to defend against them vigorously.

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NOTE 8—NET LOSS PER SHARE

Basic net loss 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. As a result of the Company's net losses for the three and nine months ended September 30, 2016 all common stock equivalents aggregating 390,224 and 406,421 , respectively, were excluded from the calculation of dilutive loss per share given their anti-dilutive effect. As a result of the Company's net losses for the three and nine months ended September 30, 2015 , all common stock equivalents aggregating 387,635 and 418,489 , respectively, were excluded from the calculation of dilutive loss per share given their anti-dilutive effect.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Numerator:
Numerator for basic earnings per share:
Net loss		$	(1,419	)		$	(6,257	)		$	(791	)		$	(7,311	)
Denominator (shares in thousands):
Basic earnings per share:
Weighted average shares		24,600				24,577				24,589				24,499
Less: restricted stock issued		—				(67		)		(11		)		(105		)
Denominator for basic earnings per share:		24,600				24,510				24,578				24,394
Effect of dilutive shares:
Stock options		—				—				—				—
Restricted stock awards		—				—				—				—
Dilutive potential common shares		—				—				—				—
Denominator for diluted earnings per share:
Adjusted weighted average shares		24,600				24,510				24,578				24,394
Basic and Diluted loss per share attributable to Carmike stockholders		$	(0.06	)		$	(0.26	)		$	(0.03	)		$	(0.30	)

NOTE 9—SCREENVISION EXHIBITION, INC.

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

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

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

In May 2016, the Company added certain previously acquired screens to its Modified Exhibition Agreement. The screens were brought under the Modified Exhibition Agreement following the expiration of their previous screen advertising agreement. Pursuant to the terms of the Modified Exhibition Agreement, the Company received a cash payment of $2,047 from SV Holdco which has 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.

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In August 2016, SV Holdco LLC redeemed, and subsequently retired, certain Class A units from a member of SV Holdco. The redemption did not affect the Company's Class A and Class C membership units. However, as a result of the redemption, the Company's non-forfeitable Class C and Class A membership units increased from approximately 14% of the total issued and outstanding membership units of SV Holdco to approximately 19% . The Company’s non-forfeitable Class C and Class A membership units represented approximately 19% and 14% of the total issued and outstanding membership units of SV Holdco as of September 30, 2016 and December 31, 2015 , respectively.

As of September 30, 2016 , the carrying value of the Company’s ownership interest in SV Holdco is $8,494 and is included in investments in unconsolidated affiliates in the consolidated balance sheets. For book purposes, the Company has accounted for its investment in SV Holdco, LLC, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment pursuant to ASC 970-323-25-6.

The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $88,000 as of September 30, 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.

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 $3,100 and $2,602 for the three months ended September 30, 2016 and 2015 , respectively and approximately $8,338 and $8,003 for the nine months ended September 30, 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 $547 and $459 for the three months ended September 30, 2016 and 2015 , respectively and $ 1,471 and $ 1,412 for the nine months ended September 30, 2016 and 2015 , respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,964 and $1,626 at September 30, 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 nine months ended September 30, 2016 is as follows:

 

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Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2016	$	6,957
Equity income of SV Holdco	1,537
Balance at September 30, 2016	$	8,494
Deferred revenue	SV Holdco
Balance at January 1, 2016	$	30,670
Theatre acquisition bonus	2,047
Amortization of up-front payment	(710		)
Amortization of Class C units	(185		)
Balance at September 30, 2016	$	31,822

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 September 30,
	2016
Assets:
Current assets	$	67,711
Noncurrent assets	118,514
Total assets	$	186,225
Liabilities:
Current liabilities	$	39,416
Noncurrent liabilities	84,051
Total liabilities	$	123,467

 

		Three Months Ended
		September 30, 2016				September 30, 2015
Results of operations:
Revenue		$	58,300			$	41,252
Operating income (loss)		$	11,552			$	(3,505	)
Income from continuing operations		$	6,710			$	2,694
Net income		$	6,710			$	2,694

		Nine Months Ended
		September 30, 2016				September 30, 2015
Results of operations:
Revenue		$	148,063			$	104,777
Operating income (loss)		$	15,356			$	(10,134	)
Income from continuing operations		$	8,802			$	9,087
Net income		$	8,802			$	9,087

A summary of activity in income from unconsolidated affiliates for the nine months ended September 30, 2016 and 2015 is as follows:

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		September 30,
Income from unconsolidated affiliates		2016				2015
Income from unconsolidated affiliates		$	1,887			$	1,551
Elimination of intercompany revenue		1,471				1,412
Income from unconsolidated affiliates		$	3,358			$	2,963

NOTE 11— ACQUISITIONS

AMC Merger

On March 3, 2016, AMC Entertainment Holdings, Inc. ("AMC") and the Company announced that the companies had entered into a definitive merger agreement under which AMC would acquire all of the outstanding shares of the Company and the Company would become a wholly owned subsidiary of AMC. Under the terms of the original merger agreement, Company stockholders would have received, for each share held by such stockholder, $30.00 in cash at closing.  

On July 25, 2016, AMC and the Company announced that they had entered into an amended and restated merger agreement which provides that, at the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to closing will be converted, at the election of the Company stockholder, into the right to receive (i) $33.06 in cash, without interest or (ii) 1.0819 shares of AMC Class A common stock. Pursuant to the amended and restated merger agreement, after the elections are made, the final per share merger consideration to be delivered to Company stockholders is subject to proration so that 70% of the total shares held by all Company stockholders are converted into cash and 30% of the total shares held by all Carmike stockholders are converted into shares of AMC Class A common stock.

The amended and restated merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable by the Company under certain conditions if the transaction fails to close. The completion of the AMC merger is subject to customary closing conditions including, among others, the approval of Company stockholders and receipt of regulatory approvals.

The amended and restated merger agreement contains certain termination rights for both the Company and AMC and further provides that upon the termination of the amended and restated 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 amended and restated merger agreement is terminated in certain circumstances relating to the antitrust regulatory review process. In addition, either AMC or the Company may terminate the amended and restated merger agreement prior to the effective time if the AMC merger has not been consummated on or before December 5, 2016 (the "end date"), provided, that if all of the closing conditions except those related to certain competition laws or legal restraints have been satisfied or are capable of being satisfied, then either AMC or the Company may extend the end date an additional 90 days upon written notice before the end date.

Refer to the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on October 11, 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 thousand , 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:

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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 purchase price and purchase price allocation for Sundance based on the fair value of the net assets acquired at the acquisition date.

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 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

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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 $14,285 on its consolidated balance sheet.

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

AMC Merger

On March 3, 2016, AMC Entertainment Holdings, Inc. ("AMC") and the Company announced that we have entered into a definitive merger agreement under which AMC would acquire all of our outstanding shares and we would become a wholly owned subsidiary of AMC. Under the terms of the original merger agreement, our stockholders would have received, for each share held by such stockholder, $30.00 in cash at closing.

On July 25, 2016, AMC and the Company announced that they had entered into an amended and restated merger agreement which provides that, at the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to closing will be converted, at the election of the Company stockholder, into the right to receive (i) $33.06 in cash, without interest or (ii) 1.0819 shares of AMC Class A common stock. Pursuant to the amended and restated merger agreement, after the elections are made, the final per share merger consideration to be delivered to Company stockholders is subject to proration so that 70% of the total shares held by all Company stockholders are converted into cash and 30% of the total shares held by all Carmike stockholders are converted into shares of AMC Class A common stock.

The amended and restated merger agreement includes representations, warranties and conditions, including breakup fees payable or receivable under certain conditions if the transaction fails to close. The completion of the AMC merger is subject to customary closing conditions including, among others, the approval of Company stockholders and receipt of various regulatory approvals.

The amended and restated merger agreement contains certain termination rights for both the Company and AMC and further provides that upon the termination of the amended and restated 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 $30.0 million. AMC is required to pay Carmike a termination fee of $50.0 million if the amended and restated merger agreement is terminated in certain circumstances relating to the antitrust regulatory review process. In addition, either AMC or the Company may terminate the amended and restated merger agreement prior to the effective time if the AMC merger has not been consummated on or before December 5, 2016 (the "end date"), provided, that if all of the closing conditions except those related to certain competition laws or legal restraints have been satisfied or are capable of being satisfied, then either AMC or the Company may extend the end date an additional 90 days upon written notice before the end date.

Refer to the definitive proxy statement filed by the Company with the SEC on October 11, 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 September 30, 2016 we owned, operated or had an interest in 271 theatres with 2,917 screens located in 41 states. We target mid-size, non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.

As of September 30, 2016 , all of our theatres are on a digital-based platform, and 254 theatres with 1,080 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

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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 and adversely affect our revenues.

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.

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 nine months ended September 30, 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 September 30, 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 September 30, 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

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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 , our Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30, 2016 and in this report.

Results of Operations

Comparison of Three and Nine Months Ended September 30, 2016 and September 30, 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.

		Three Months Ended   September 30,								Nine Months Ended   September 30,
		2016				2015				2016				2015
Average theatres		272				269				274				271
Average screens		2,928				2,875				2,940				2,885
Average attendance per screen		5,898				5,320				16,624				16,859
Average admission per patron		$	7.30			$	7.23			$	7.59			$	7.36
Average concessions and other sales per patron		$	4.85			$	4.55			$	5.11			$	4.68
Total attendance (in thousands)		17,269				15,294				48,874				48,475
Total operating revenues (in thousands)		$	209,730			$	180,241			$	620,592			$	583,674

According to boxofficemojo.com, a website focused on the movie industry, national box office revenues for the three and nine months ended September 30, 2016 were estimated to have increased by approximately 12.1% and 4.2%, respectively, in comparison to the corresponding 2015 period. The industry-wide increase for the three months ended September 30, 2016 was primarily driven by the success of high profile films, such as The Secret Life of Pets and Suicide Squad , which grossed over $300 million in domestic box office revenues.

Total operating revenues increased 16.4% to $209.7 million for the three months ended September 30, 2016 compared to $180.2 million for the three months ended September 30, 2015 , due to an increase in total attendance from 15.3 million in the third quarter of 2015 to 17.3 million in the third quarter of 2016 , an increase in average admissions per patron from $7.23 in the third quarter of 2015 to $7.30 in the third quarter of 2016 and an increase in average concessions and other sales per patron from $4.55 in the third quarter of 2015 to $4.85 in the third quarter of 2016 . Excluding operating revenues from the acquired Sundance theatres which totaled $5.8 million, total operating revenues increased 13.1% to $203.9 million. The increase in total revenues, excluding the acquired Sundance theatres, was due to an increase in attendance from 15.3 million in the third quarter of 2015 to 17.0 million in the third quarter of 2016 , an increase in average admissions per patron from $7.23 to $7.24 and an increase in average concessions and other sales per patron from $4.55 to $4.77. The increase in average admissions per patron for the third quarter of 2016 was due to the adoption of a tax on top pricing policy in the fourth quarter of 2015, the acquired Sundance theatres and revenues related to unredeemed gift cards, partially offset by summer promotional activities introduced in 2016. Average concessions and other sales per patron increased primarily due to concession promotions, expanded food and beverage menus at certain theatres, including our in-theatre dining locations, the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards.

Total operating revenues increased 6.3% to $620.6 million for the nine months ended September 30, 2016 compared to $583.7 million for the nine months ended September 30, 2015 , due to an increase in total attendance from 48.5 million for the nine months ended September 30, 2015 to 48.9 million for the nine months ended September 30, 2016 , an increase in average admissions per patron from $7.36 for the nine months ended September 30, 2015 to $7.59 for the nine months ended September

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30, 2016 and an increase in average concessions and other sales per patron from $4.68 for the nine months ended September 30, 2015 to $5.11 for the nine months ended September 30, 2016 . Excluding operating revenues from the acquired Sundance theatres which totaled $16.2 million, total operating revenues increased 3.5% to $604.4 million. The increase in total operating revenues, excluding the acquired Sundance theatres, was due to an increase in attendance from 48.5 million for the nine months ended September 30, 2015 to 48.1 million for the nine months ended September 30, 2016 , an increase in average admissions per patron from $7.36 to $7.53 and an increase in average concessions and other sales per patron from $4.68 to $5.04. Average admission per patron for the nine months ended September 30, 2016 increased due to the adoption of a tax on top pricing policy in the fourth quarter of 2015, the acquired Sundance theatres and revenues related to unredeemed gift cards, partially offset by summer promotional activities. Average concessions and other sales per patron increased primarily due to concession promotions, expanded food and beverage menus at certain locations, including our in-theatre dining locations, 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 13.9% from $110.6 million for the three months ended September 30, 2015 to $126.0 million for the three months ended September 30, 2016 , due to an increase in total attendance from 15.3 million in the third quarter of 2015 to 17.3 million in the third quarter of 2016 , an increase in average admissions per patron from $7.23 in the third quarter of 2015 to $7.30 for the third quarter of 2016 , and revenues related to unredeemed gift cards. Excluding admissions revenue from the acquired Sundance theatres of $3.1 million, admissions revenue increased 11.1% from $110.6 million for the three months ended September 30, 2015 to $122.9 million for the three months ended September 30, 2016 .

Admissions revenue increased 3.9% to $370.8 million for the nine months ended September 30, 2016 from $357.0 million for the same period in 2015 , due to an increase in total attendance from 48.5 million for the nine months ended September 30, 2015 to 48.9 million for the nine months ended September 30, 2016 and an increase in average admissions per patron from $7.36 for the 2015 period to $7.59 for the 2016 period. Excluding admissions revenue from the acquired Sundance theatres of $8.8 million, admissions revenue increased 1.4% to $362.0 million in 2016 from $357.0 million in 2015 .

Concessions and other revenue increased 20.3% to $83.7 million for the three months ended September 30, 2016 compared to $69.6 million for the same period in 2015 due to an increase in total attendance from 15.3 million for the three months ended September 30, 2015 to 17.3 million for the three months ended September 30, 2016 , and an increase in average concessions and other sales per patron from $4.55 in the third quarter of 2015 to $4.85 in the third quarter of 2016 , the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards. Excluding concessions and other revenues from the acquired Sundance theatres of $2.7 million, concessions and other revenue increased 16.4% from $69.6 million for the three months ended September 30, 2015 to $81.0 million for the three months ended September 30, 2016 .

Concessions and other revenue increased 10.2% to $249.7 million for the nine months ended September 30, 2016 compared to $226.7 million for the same period in 2015 due to an increase in total attendance from 48.5 million for the nine months ended September 30, 2015 to 48.9 million for the nine months ended September 30, 2016 , an increase in average concessions and other sales per patron from $4.68 for the 2015 period to $5.11 for the 2016 period, revenues related to unredeemed gift cards and settlement funds related to the 2010 BP oil spill of $0.7 million. Excluding concessions and other revenues from the acquired Sundance theatres of $7.3 million, concessions and other revenues increased 6.9% to $242.4 million in the 2016 period from $226.7 million in the 2015 period.

We operated 271 theatres with 2,917 screens at September 30, 2016 compared to 269 theatres with 2,872 screens at September 30, 2015 .

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

		Three Months Ended   September 30,											Nine Months Ended   September 30,
($’s in thousands)		2016				2015				% Change			2016				2015				% Change
Film exhibition costs		$	69,731			$	61,376			14			$	208,354			$	202,348			3
Concession costs		$	10,209			$	8,938			14			$	29,714			$	26,688			11
Salaries and benefits		$	27,075			$	25,722			5			$	77,802			$	75,505			3
Theatre occupancy costs		$	26,627			$	24,019			11			$	79,381			$	71,353			11
Other theatre operating costs		$	37,914			$	34,620			10			$	106,201			$	99,730			6
General and administrative expenses		$	12,979			$	6,963			86			$	36,722			$	25,201			46
Depreciation and amortization		$	15,126			$	14,455			5			$	45,594			$	41,289			10
Loss (gain) on disposal of property and equipment		$	1,613			$	(41	)		n/m			$	1,673			$	(3,365	)		(150	)
Impairment of long-lived assets		$	409			$	1,388			(71	)		$	2,669			$	3,258			(18	)

Film exhibition costs . Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended September 30, 2016 increased to $69.7 million as compared to $61.4 million for the three months ended September 30, 2015 primarily resulting from increased attendance. As a percentage of admissions revenue, film exhibition costs were 55.3% and 55.5% for the three months ended September 30, 2016 and 2015 , respectively. Excluding film exhibition costs from the acquired Sundance theatres of $1.4 million, film exhibition costs for the three months ended September 30, 2016 increased to $68.3 million as compared to $61.4 million for the three months ended September 30, 2015 . As a percentage of admissions revenue, excluding the acquired Sundance theatres, film exhibition costs were 55.6% for the three months ended September 30, 2016 as compared to 55.5% for the three months ended September 30, 2015 .

Film exhibition costs for the nine months ended September 30, 2016 increased to $208.4 million as compared to $202.3 million for the nine months ended September 30, 2015 primarily resulting from increased attendance. As a percentage of admissions revenue, film exhibition costs were 56.2% and 56.7% for the nine months ended September 30, 2016 and 2015 , respectively. Excluding film exhibition costs from the acquired Sundance theatres of $4.3 million, film exhibition costs for the nine months ended September 30, 2016 increased to $204.1 million as compared to $202.3 million for the nine months ended September 30, 2015 . As a percentage of admissions revenue, excluding the acquired Sundance theatres, film exhibition costs were 56.4% and 56.7% for the nine months ended September 30, 2016 and 2015 , respectively. As a percentage of admissions revenue, film exhibition costs were lower for the nine months ended September 30, 2016 due to a smaller concentration of top performing films in 2016.

Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended September 30, 2016 increased to $10.2 million compared to $8.9 million for the three months ended September 30, 2015 . As a percentage of concessions and other revenues, concession costs for the three months ended September 30, 2016 were 12.2% as compared to 12.8% for the three months ended September 30, 2015 , primarily due to increased revenues from our tax on top pricing strategy and increased revenues related to unredeemed gift cards, partially offset by the impact of our rollout of expanded food and beverage items and a product sales mix at the acquired Sundance theatres that have lower margins. Excluding concession costs from the acquired Sundance theatres of $0.5 million, concession costs for the three months ended September 30, 2016 increased to $9.7 million as compared to $8.9 million for the three months ended September 30, 2015 . Excluding the acquired Sundance theatres, as a percentage of concessions and other revenues, concessions costs decreased to 11.9% for the three months ended September 30, 2016 as compared to 12.8% for the three months ended September 30, 2015 primarily due to increased concessions and other revenues from our tax on top pricing strategy and increased revenues of $0.1 million related to unredeemed gift cards, which was partially offset by the impact of our rollout of expanded food and beverage items that carry lower margins.

Concession costs for the nine months ended September 30, 2016 increased to $29.7 million compared to $26.7 million for the nine months ended September 30, 2015 due to increased concession sales resulting from increased attendance. As a percentage of concessions and other revenues, concession costs for the nine months ended September 30, 2016 were 11.9% as

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compared to 11.8% for the nine months ended September 30, 2015 . Excluding concession costs from the acquired Sundance theatres of $1.5 million, concession costs for the nine months ended September 30, 2016 increased to $28.2 million as compared to $26.7 million for the nine months ended September 30, 2015 . Excluding the acquired Sundance theatres, as a percentage of concessions and other revenues, concession costs were 11.6% for the nine months ended September 30, 2016 as compared to 11.8% for the nine months ended September 30, 2015 . The decrease in concession costs as a percentage of concessions and other revenues was primarily due to increased concessions and other revenues from our tax on top pricing strategy and increased revenues of $0.6 million related to unredeemed gift cards, which was partially offset by the impact of our rollout of expanded food and beverage items that carry lower margins.

Salaries and benefits. Salaries and benefits increased $1.4 million from $25.7 million for the three months ended September 30, 2015 to $27.1 million for the three months ended September 30, 2016 . The increase is primarily due to increased staffing levels reflecting the increase in attendance and salaries and benefits related to the acquired Sundance theatres. Excluding the acquired Sundance theatres, salaries and benefits increased $0.4 million from $25.7 million for the three months ended September 30, 2015 to $26.1 million for the three months ended September 30, 2016 primarily due to increased staffing levels reflecting the increase in attendance. Salaries and benefits increased $2.3 million from $75.5 million for the nine months ended September 30, 2015 to $77.8 million for the nine months ended September 30, 2016 . Excluding the acquired Sundance theatres, salaries and benefits decreased approximately $0.5 million from $75.5 million for the nine months ended September 30, 2015 to $75.0 million for the nine months ended September 30, 2016.

  Theatre occupancy costs. Theatre occupancy costs are primarily comprised of rent expense on buildings and equipment (recognized on a straight-line basis over the shorter of the lease term or the economic useful life of the lease), contingent rent and other theatre occupancy costs. Theatre occupancy costs for the three months ended September 30, 2016 increased $2.6 million to $26.6 million as compared to $24.0 million for the three months ended September 30, 2015 . Excluding the acquired Sundance theatres, theatre occupancy costs increased $1.8 million to $25.8 million. The increase in theatre occupancy costs for the three months ended September 30, 2016 is due primarily to an increase in rent expense of $1.7 million associated with net theatre openings and closings subsequent to the beginning of the third quarter of 2015 and the acquisition of two theatres from AMC Theatres in January 2016.

Theatre occupancy costs for the nine months ended September 30, 2016 increased $8.0 million to $79.4 million as compared to $71.4 million for the nine months ended September 30, 2015 . Excluding the acquired Sundance theatres, theatre occupancy costs increased $5.5 million to $76.9 million. The increase in theatre occupancy costs for the nine months ended September 30, 2016 is due primarily to an increase in rent expense of $4.8 million associated with net theatre openings and closings subsequent to the beginning of the third quarter of 2015 and the acquisition of two theatres from AMC Theatres in January 2016.

Other theatre operating costs. Other theatre operating costs for the three months ended September 30, 2016 increased to $37.9 million as compared to $34.6 million for the three months ended September 30, 2015 . Excluding the acquired Sundance theatres, other theatre operating costs for the three months ended September 30, 2016 increased to $36.9 million as compared to $34.6 million for the three months ended September 30, 2015 . The increase in other theatre operating costs, excluding the acquired Sundance theatres, was primarily due to increases in repairs and maintenance expense of $0.5 million, insurance reserves of $0.4 million, utilities expense of $0.3 million, and banking and credit card processing fees of $0.3 million.

Other theatre operating costs for the nine months ended September 30, 2016 increased to $106.2 million as compared to $99.7 million for the nine months ended September 30, 2015 . Excluding the acquired Sundance theatres, other theatre operating costs for the nine months ended September 30, 2016 increased to $103.4 million as compared to $99.7 million for the nine months ended September 30, 2015 . The increase in our other theatre operating costs, excluding the acquired Sundance theatres, was primarily due to increases in insurance reserves of $1.1 million, repairs and maintenance expense of $1.0 million, banking and credit card processing fees of $0.7 million and certain tax expenditures of $0.6 million.

General and administrative expenses . General and administrative expenses increased to $13.0 million for the three months ended September 30, 2016 compared to $7.0 million for the three months ended September 30, 2015 . The increase in general and administrative expenses during the three months ended September 30, 2016 was primarily the result of an increase in professional expenses of $6.1 million primarily related to the pending AMC merger. General and administrative expenses increased to $36.7 million for the nine months ended September 30, 2016 compared to $25.2 million for the nine months ended September 30, 2015 . The increase in general and administrative expenses for the nine months ended September 30, 2016 was primarily the result of an increase in professional expenses of $11.3 million primarily related to the pending AMC merger.

Depreciation and amortization. Depreciation and amortization expenses increased to $15.1 million for the three months ended September 30, 2016 as compared to $14.5 million for the three months ended September 30, 2015 . Depreciation and

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amortization expenses increased to $45.6 million for the nine months ended September 30, 2016 as compared to $41.3 million for the nine months ended September 30, 2015 . The increase in depreciation and amortization expenses for the three and nine months ended September 30, 2016 and 2015 was primarily due to a combination of higher balances of property and equipment due to theatre openings, remodels and recent acquisitions.

Net loss (gain) on disposal of property and equipment. We recognized a loss on the disposal of property and equipment of $1.6 million for the three months ended September 30, 2016 and a gain on the disposal of property and equipment of $41 thousand for the three months ended September 30, 2015 . We recognized a loss on the disposal of property and equipment of $1.7 million for the nine months ended September 30, 2016 and a gain on the disposal of property and equipment of $3.4 million for the nine months ended September 30, 2015 .

Impairment of long-lived assets. We recorded impairment charges of $0.4 million and $1.4 million for the three months ended September 30, 2016 and 2015 , respectively. The impairment charges for the three months ended September 30, 2016 are primarily the result of the continued deterioration of previously impaired theatres. The impairment charges for the three months ended September 30, 2015 are primarily the result of deterioration in the operating results of the impaired theatres and the continued deterioration of previously impaired theatres. We recorded impairment charges of $2.7 million and $3.3 million for the nine months ended September 30, 2016 and 2015 , respectively. The impairment charges for the nine months ended September 30, 2016 and September 30, 2015 are 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.

Operating income. Operating income for the three months ended September 30, 2016 increased to $8.0 million from $2.8 million for the three months ended September 30, 2015 . As a percentage of total operating revenues, operating income for the three months ended September 30, 2016 was 3.8% as compared to 1.6% for the three months ended September 30, 2015 . The increase in operating income is primarily a result of increased attendance, partially offset by an increase in professional expenses related to the pending AMC merger, and the factors described above. Operating income for the nine months ended September 30, 2016 decreased to $32.5 million from $41.7 million for the nine months ended September 30, 2015 . As a percentage of total operating revenues, operating income for the nine months ended September 30, 2016 was 5.2% as compared to 7.1% for the nine months ended September 30, 2015 . The increase in operating income for the three months ended September 30, 2016 is primarily due increased attendance resulting from the favorable industry box office, partially offset by professional expenses related to the pending AMC merger and the factors described above. The decrease in operating income for the three months ended September 30, 2016 is primarily the result of an increase in professional expenses related to the pending AMC merger, partially offset by a modest increase in attendance, and the factors described above.

Interest expense, net . Interest expense, net for the three months ended September 30, 2016 and 2015 was $12.4 million and $12.3 million , respectively. Interest expense, net for the nine months ended September 30, 2016 and 2015 was $37.1 million and $37.6 million , respectively. The decrease in interest expense for the nine months ended September 30, 2016 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 September 30, 2016 and 2015 , we recorded an income tax benefit of $1.1 million and $2.2 million , respectively, primarily as a result of our income from continuing operations. At September 30, 2016 and December 31, 2015 , our consolidated total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $107.3 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 and nine months ended September 30, 2016 was 42.6% and 38.7%, respectively. Our tax rate for the three and nine months ended September 30, 2016 and 2015 differs from the statutory tax rate primarily due to state income taxes and permanently nondeductible expenses.

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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 $30.2 million as of September 30, 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.

At September 30, 2016 , we had available borrowing capacity of $50 million under our revolving Credit Facility and approximately $95.4 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 $37.8 million for the nine months ended September 30, 2016 compared to net cash provided by operating activities of $57.8 million for the nine months ended September 30, 2015 . Cash provided by operating activities was lower for the nine months ended September 30, 2016 due primarily to increased general and administrative expenses of approximately $11.5 million, resulting from professional expenses related to the pending AMC merger, and decreased accounts payable balances, partially offset by higher operating revenues resulting from increased attendance and increased admissions revenue per patron and concessions and other revenues per patron. Net cash used in investing activities was $37.7 million for the nine months ended September 30, 2016 compared to $22.7 million for the nine months ended September 30, 2015 . The increase in our net cash used in investing activities is primarily due to theatre acquisitions of $5.5 million and a decrease in proceeds from the sale of property and equipment of $10.1 million. The cash used for theatre acquisitions during the nine months ended September 30, 2016 was primarily related to the acquisition of two theatres from a subsidiary of AMC. Capital expenditures were $33.3 million and $33.9 million for the nine months ended September 30, 2016 and 2015 , respectively. Capital expenditures for the 2016 period primarily related to recently constructed build-to-suit theatres and theatre renovations. 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 $7.3 million and $12.2 million for the nine months ended September 30, 2016 and 2015 , respectively. The net cash used in financing activities for the nine months ended September 30, 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, partially offset by landlord reimbursements on certain properties under capital leases and financing obligations. The net cash used in financing activities for the nine months ended September 30, 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.

We have incurred a significant amount of professional expenses related to the pending AMC merger during the nine months ended September 30, 2016 and expect to incur additional professional expenses, some of which are contingent upon the closing of the transaction, during the fourth quarter of 2016.

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 seven theatres during the first nine months of 2016 and estimate closing approximately ten theatres for the full year 2016 .

We plan to incur approximately $45 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 September 30, 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.

 

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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 approximately $7.0 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”).

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 $1.9 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

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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;

•	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 September 30, 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

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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, merger-related litigation or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all;

•	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” and risk factors related to the AMC merger disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

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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 .

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ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of September 30, 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 September 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

 

ITEM 1.    LEGAL PROCEEDINGS

On April 25, 2016 and May 10, 2016, two putative class action complaints were filed in the United States District Court for the Middle District of Georgia, Columbus Division (the "Court"), against Carmike’s directors, AMC, and Merger Sub arising from the merger: Solak v. Passman, et al., C.A. No. 4:16-cv-154 (CDL) (“Solak Action”) and Baskette v. Fleming, et al., C.A. No. 4:16-cv-170 (CDL) (“Baskette Action” and, together with the Solak Action, the “Actions”). The plaintiffs in the Actions, certain purported holders of Carmike’s common stock (which we refer to as “Plaintiffs”), allege that the preliminary proxy statement filed by Carmike on March 31, 2016 with the SEC in connection with the merger contained false and misleading statements and omitted material information in violation of Section 14(a) of 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. Plaintiffs also allege that the director defendants breached their fiduciary duties owed to the public stockholders of Carmike in connection with the merger and that AMC and Merger Sub aided and abetted those breaches. The Actions seek, 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. In addition, the Baskette Action seeks an accounting and award of damages.

On June 10, 2016, the Court consoldiated the Actions into a single action: In re Carmike Cinemas, Inc. Shareholder Litigation, Consolidated C.A. No. 4:16-cv-154 (CDL) (the “Consolidated Action”). On June 14, 2016, the Court denied Plaintiffs' request for an order temporarily restraining the merger and for expedited discovery in support of a motion to preliminarily enjoin the merger. Following that ruling, all proceedings in the Consolidated Action were temporarily stayed pending the close of the merger. Although it is not possible to predict the outcome of litigation matters with certainty, Carmike believes that the claims raised in the Consolidated Action are without merit and intends 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 risk factors related to the merger disclosed in Part II, Item 1A of the Company's Quarterly Report on Form 10-Q for the quarterly periods ended March 31 and June 30, 2016.

 

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

None.

ITEM 5.    OTHER INFORMATION

None.

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ITEM 6.    EXHIBITS

Listing of exhibits

 

Exhibit Number			Description
2.1			Amended and Restated Agreement and Plan of Merger, dated as of July 24, 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 July 24, 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).
3.5			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 September 30, 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).
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.

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SIGNATURES

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

 

			CARMIKE CINEMAS, INC.
Date:	November 9, 2016		By:		/s/ S. David Passman III
					S. David Passman III
					President, Chief Executive Officer and Director
					(Principal Executive Officer)
Date:	November 9, 2016		By:		/s/ Richard B. Hare
					Richard B. Hare
					Senior Vice President—Finance, Treasurer and
					Chief Financial Officer
					(Principal Financial Officer)
Date:	November 9, 2016		By:		/s/ Gregory S. Wiggins
					Gregory S. Wiggins
					Assistant Vice President and Chief Accounting Officer
					(Principal Accounting Officer)

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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: November 9, 2016

 

/s/ S. David Passman III

S. David Passman III President, Chief Executive Officer and

Director

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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: November 9, 2016

 

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and Chief Financial Officer

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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 September 30, 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: November 9, 2016

 

/s/ S. David Passman III

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

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Table of Contents

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 September 30, 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: November 9, 2016

 

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and Chief Financial Officer

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