10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2014

OR

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

For the transition period from                      to                     

Commission file number 000-14993

CARMIKE CINEMAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	58-1469127
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1301 First Avenue, Columbus, Georgia	31901-2109
(Address of Principal Executive Offices)	(Zip Code)

(706) 576-3400

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

Common Stock, par value $0.03 per share — 23,035,821 shares outstanding as of July 25, 2014.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		3
CONDENSED CONSOLIDATED BALANCE SHEETS		3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		39
ITEM 4. CONTROLS AND PROCEDURES		40
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		41
ITEM 1A. RISK FACTORS		41
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		41
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		41
ITEM 4. MINE SAFETY DISCLOSURES		41
ITEM 5. OTHER INFORMATION		41
ITEM 6. EXHIBITS		42
EXHIBIT INDEX		42
SIGNATURES		43
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

	June 30,			December 31,
	2014			2013
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	145,005		$	143,867
Restricted cash		408			352
Accounts receivable		10,453			8,513
Inventories		3,736			3,691
Deferred income tax asset		3,996			3,838
Prepaid expenses and other current assets		15,065			14,645
Total current assets		178,663			174,906
Property and equipment:
Land		53,766			53,982
Buildings and building improvements		342,714			340,959
Leasehold improvements		170,350			164,075
Assets under capital leases		49,670			49,670
Equipment		264,458			253,890
Construction in progress		12,732			7,201
Total property and equipment		893,690			869,777
Accumulated depreciation and amortization		(425,245	)		(402,022	)
Property and equipment, net of accumulated depreciation		468,445			467,755
Goodwill		75,127			74,377
Intangible assets, net of accumulated amortization		906			957
Investments in unconsolidated affiliates (Note 10)		5,613			7,073
Deferred income tax asset		100,619			100,043
Other		19,504			19,510
Total assets	$	848,877		$	844,621
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	44,020		$	43,321
Accrued expenses		47,584			42,579
Current maturities of capital leases and long-term financing obligations		8,602			6,870
Total current liabilities		100,206			92,770
Long-term liabilities:
Long-term debt		209,655			209,619
Capital leases and long-term financing obligations, less current maturities		233,920			238,763
Deferred revenue		31,248			31,827
Other		27,851			25,831
Total long-term liabilities		502,674			506,040
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued		—			—
Common Stock, $0.03 par value per share: 52,500,000 shares authorized, 23,550,892 shares issued and 23,035,821 shares outstanding at June 30, 2014, and 23,528,038 shares issued and 23,059,959 shares outstanding at December 31, 2013		702			698
Treasury stock, 515,071 and 468,079 shares at cost at June 30, 2014 and December 31, 2013, respectively		(13,397	)		(11,914	)
Paid-in capital		441,913			440,306
Accumulated deficit		(183,221	)		(183,279	)
Total stockholders’ equity		245,997			245,811
Total liabilities and stockholders’ equity	$	848,877		$	844,621

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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues:
Admissions	$	115,116		$	107,267		$	212,687		$	188,322
Concessions and other		67,871			62,258			129,223			110,486
Total operating revenues		182,987			169,525			341,910			298,808
Operating costs and expenses:
Film exhibition costs		64,434			60,832			117,323			103,848
Concession costs		7,977			7,683			15,096			13,611
Salaries and benefits		23,487			21,299			45,021			39,663
Theatre occupancy costs		20,954			16,022			41,315			31,236
Other theatre operating costs		28,545			23,912			57,927			47,706
General and administrative expenses		6,528			6,032			14,026			12,047
Lease termination charges (Note 12)		—			—			—			3,063
Depreciation and amortization		11,927			10,224			23,698			20,425
Loss (gain) on sale of property and equipment		395			(21	)		328			59
Impairment of long-lived assets		—			133			358			325
Total operating costs and expenses		164,247			146,116			315,092			271,983
Operating income		18,740			23,409			26,818			26,825
Interest expense		13,000			12,346			26,116			24,645
Income before income tax and (loss) income from unconsolidated affiliates		5,740			11,063			702			2,180
Income tax expense (Note 4)		2,392			4,773			382			520
(Loss) income from unconsolidated affiliates (Note 10)		(126	)		352			(210	)		(663	)
Income from continuing operations		3,222			6,642			110			997
Income (loss) from discontinued operations (Note 6)		—			35			(52	)		(103	)
Net income	$	3,222		$	6,677		$	58		$	894
Weighted average shares outstanding:
Basic		22,872			17,598			22,847			17,573
Diluted		23,483			18,068			23,463			18,033
Net income per common share (Basic):
Income from continuing operations	$	0.14		$	0.38		$	—		$	0.06
Loss from discontinued operations, net of tax		—			—			—			(0.01	)
Net income	$	0.14		$	0.38		$	—		$	0.05
Net income per common share (Diluted):
Income from continuing operations	$	0.14		$	0.37		$	—		$	0.06
Loss from discontinued operations, net of tax		—			—			—			(0.01	)
Net income	$	0.14		$	0.37		$	—		$	0.05

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

4

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2014			2013
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income	$	58		$	894
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,699			20,487
Amortization of debt issuance costs		726			724
Impairment on long-lived assets		358			411
Deferred income taxes		(734	)		(2,475	)
Stock-based compensation		1,593			1,318
Loss from unconsolidated affiliates		1,105			1,372
Other		294			237
Loss (gain) on sale of property and equipment		328			(50	)
Changes in operating assets and liabilities:
Accounts receivable and inventories		(2,046	)		(1,271	)
Prepaid expenses and other assets		(1,017	)		402
Accounts payable		(2,276	)		7,685
Accrued expenses and other liabilities		5,035			1,967
Distributions from unconsolidated affiliates		273			188
Net cash provided by operating activities		27,396			31,889
Cash flows from investing activities:
Purchases of property and equipment		(21,582	)		(13,691	)
(Funding) release of restricted cash		(56	)		280
Investment in unconsolidated affiliates		(5	)		—
Theatre acquisitions		—			(1,349	)
Proceeds from sale of property and equipment		273			229
Net cash used in investing activities		(21,370	)		(14,531	)
Cash flows from financing activities:
Debt activities:
Repayments of capital lease and long-term financing obligations		(3,423	)		(1,979	)
Proceeds from sale of stock options		18			—
Purchase of treasury stock		(1,483	)		(174	)
Net cash used in financing activities		(4,888	)		(2,153	)
Increase in cash and cash equivalents		1,138			15,205
Cash and cash equivalents at beginning of period		143,867			68,531
Cash and cash equivalents at end of period	$	145,005		$	83,736
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	25,120		$	23,639
Income taxes	$	326		$	890
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$	6,306		$	1,727

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

5

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2014 and 2013

(unaudited)

(in thousands except share and per share data)

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. and its subsidiaries (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of June 30, 2014 and December 31, 2013, the results of operations for the three and six month periods ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first six months of 2014.

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

Accounting Estimates

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

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update 2014-08 (“ASU 2014-08”), theatres in which the Company no longer had continuing involvement in the theatre operations and the cash flows had been eliminated were reported as discontinued operations when the Company no longer had operations in a given market. The results of operations for theatres that have been disposed of or classified as held for sale in prior periods have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. See Note 6—Discontinued Operations.

Impairment of Long-Lived Assets

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

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.

6

Fair Value Measurements

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

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

See Note 11—Acquisitions for fair value of assets acquired.

Comprehensive Income

The Company has no other comprehensive income items.

Reclassifications

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

Recent Accounting Pronouncements

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

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

The Company periodically closes certain theatres due to an expiring lease, underperformance or the better opportunity to deploy invested capital, and classifies the operations and cash flows as discontinued operations when the Company no longer has operations in a given market. The operations and cash flows associated with these closed theatres are not significant to the Company’s consolidated statement of operations or cash flows. The Company has adopted this ASU for the three months ended June 30, 2014 and does not believe that the majority of future theatre closures will be classified as discontinued operations or will be considered individually significant components.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principal of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and

7

some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2016. Early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the potential impact of adopting this guidance, but does not believe that it will have a significant impact on its consolidated financial statements.

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

The Company did not record impairment charges for the three months ended June 30, 2014. For the six months ended June 30, 2014, the Company recorded impairment charges of $358. For the three and six months ended June 30, 2013, impairment charges aggregated to $133 and $325, respectively. The impairment charges for the six months ended June 30, 2014 and for the three and six months ended June 30, 2013 primarily resulted from the continued deterioration of previously impaired theatres.

The estimated aggregate fair value of the long-lived assets impaired during the six months ended June 30, 2014 was approximately $373. 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:

	June 30,			December 31,
	2014			2013
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(345	)		(381	)
Total debt		209,655			209,619
Current maturities		—			—
Total long-term debt	$	209,655		$	209,619

7.375% Senior Secured Notes

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

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

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

8

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

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

Revolving Credit Facility

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

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at June 30, 2014.

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

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

Debt Covenants

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

• incur additional indebtedness or guarantee obligations;

• issue certain preferred stock or redeemable stock;

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

• make certain investments;

• sell, transfer or otherwise convey certain assets;

• create or incur liens or other encumbrances;

• 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.

9

As of June 30, 2014, none of the Company’s accumulated deficit was subject to restrictions limiting the payment of dividends, and the total amount available for dividend payments under the Company’s most restrictive covenants was approximately $196,559.

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

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of June 30, 2014, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

NOTE 4—INCOME TAXES

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

The effective tax rate from continuing operations for the three months ended June 30, 2014 and 2013 was 42.6% and 41.8%, respectively. The effective tax rate from continuing operations for the six months ended June 30, 2014 and 2013 was 77.6% and 34.3%, respectively. The Company’s tax rate for the three months ended June 30, 2014 and 2013 differs from the statutory tax rate primarily due to state income taxes and permanent tax items. The Company’s tax rate for the six months ended June 30, 2014 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and the effect on its deferred tax asset due to a change in state tax rates. The Company’s tax rate for the six months ended June 30, 2013 differs from the statutory tax rate primarily due to federal employment credits partially offset by state income taxes, permanent tax items and changes in uncertain tax positions.

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

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

Ownership changes were also deemed to have occurred during the second quarter of 2012 and third quarter of 2013. The Company does not believe these changes will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

At June 30, 2014 and December 31, 2013, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $104,615 and $103,881, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets, tax planning strategies and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. After reviewing all positive and negative evidence at June 30, 2014 and December 31, 2013, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of June 30, 2014 and December 31, 2013, the amount of unrecognized tax benefits was $2,764, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9—Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position. The Company believes that it is reasonably possible that its unrecognized tax benefit of approximately $2,560 associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC may be recognized by the end of 2014 as a result of a lapse of the statute of limitations.

NOTE 5—EQUITY BASED COMPENSATION

In May 2014, the Board of Directors adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the “2014 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee (or similar committee) may grant stock options, stock grants, stock units, and stock appreciation rights under the 2014 Incentive Stock Plan to certain eligible employees and to outside directors. As of June 30, 2014, there were 1,039,809 shares available for future grants under the 2014 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.

The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. As of June 30, 2014, the Company also had 384,196 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of June 30, 2014, 167,667 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.

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The Company’s total stock-based compensation expense was approximately $796 and $607 for the three months ended June 30, 2014 and 2013, respectively, and $1,593 and $1,318 for the six months ended June 30, 2014 and 2013, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of June 30, 2014, the Company had approximately $6,633 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 2.0 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%.

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

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		607,500		$	8.88		6.04
Granted		—		$	—
Exercised		(2,500	)	$	7.34				70
Expired		(5,000	)	$	37.46
Forfeited		—		$	—
Outstanding at June 30, 2014		600,000		$	8.65		5.59	$	15,890
Exercisable on June 30, 2014		595,000		$	8.67		5.57	$	15,746
Expected to vest June 30, 2014		4,977		$	6.23		7.09	$	143

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.

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

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2014		100,000	$	25.95		3.28	$	—
Forfeited		—
Outstanding at June 30, 2014		100,000	$	25.95		2.79	$	612
Exercisable on June 30, 2014		66,666	$	25.95		2.79	$	612
Expected to vest June 30, 2014		—	$	—		—	$	—

Restricted Stock

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

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014		573,353		$	12.51
Granted		138,855		$	29.44
Vested		(123,437	)	$	8.91
Forfeited		—		$	—
Nonvested at June 30, 2014		588,771		$	17.26

NOTE 6—DISCONTINUED OPERATIONS

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

All activity during the three and six months ended June 30, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

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

	Three Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	—		$	948
Operating loss before income taxes	$	—		$	(60	)
Income tax benefit from discontinued operations		—			24
Gain on disposal, before income taxes		—			119
Income tax expense on disposal		—			(48	)
Income from discontinued operations	$	—		$	35
	Six Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	1		$	1,781
Operating loss before income taxes	$	(86	)	$	(280	)
Income tax benefit from discontinued operations		34			113
Gain on disposal, before income taxes		—			107
Income tax expense on disposal		—			(43	)
Loss from discontinued operations	$	(52	)	$	(103	)

NOTE 7—COMMITMENTS AND CONTINGENCIES

Contingencies

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

NOTE 8—NET INCOME PER SHARE

Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 7 and 28,123 for the three months ended June 30, 2014 and 2013, respectively, and common stock equivalents totaling 201 and 32,967 for the six months ended June 30, 2014 and 2013, respectively, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Numerator:
Numerator for basic earnings per share:
Net income	$	3,222	$	6,677	$	58	$	894
Denominator (shares in thousands):
Denominator for basic earnings per share:
Weighted average shares		22,872		17,598		22,847		17,573
Effect of dilutive shares:
Restricted stock awards		279		209		291		205
Stock options		332		261		326		255
Dilutive potential common shares		611		470		616		460
Denominator for diluted earnings per share:
Adjusted weighted average shares		23,483		18,068		23,463		18,033
Basic income per share attributable to Carmike stockholders	$	0.14	$	0.38	$	0.00	$	0.05
Diluted income per share attributable to Carmike stockholders	$	0.14	$	0.37	$	0.00	$	0.05

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NOTE 9—SCREENVISION EXHIBITION, INC.

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

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

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

As of June 30, 2014, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of June 30, 2014, the carrying value of the Company’s ownership interest in SV Holdco is $4,788 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 June 30, 2014.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of June 30, 2014 and December 31, 2013.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,800 and $2,500 for the three months ended June 30, 2014 and 2013, respectively, and approximately $5,600 and $4,500 for the six months ended June 30, 2014 and 2013, respectively. The Company reclassifies certain amounts from Screenvision included in concessions and other revenue to earnings from unconsolidated affiliates. The amount reclassified is based on the Company’s non-forfeitable ownership percentage of SV Holdco membership units, represents an intercompany gain to the Company and totaled $491 and $440 for the three months ended June 30, 2014 and 2013, respectively, and $982 and $794 for the six months ended June 30, 2014 and 2013, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $2,316 and $2,375 at June 30, 2014 and December 31, 2013, respectively.

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A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the six months ended June 30, 2014 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco		(1,400	)
Balance at June 30, 2014	$	4,788
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment		(473	)
Amortization of Class C units		(106	)
Balance at June 30, 2014	$	32,405

On May 5, 2014, National CineMedia, Inc. (“NCM”) entered into a definitive merger agreement with Screenvision, a subsidiary of SV Holdco, pursuant to which NCM will acquire Screenvision for $225,000 in cash and $150,000 of NCM’s common stock. The Company believes that this transaction, if consummated, will result in a gain on its investment in SV Holdco but is currently unable to estimate the impact of this transaction on its condensed consolidated financial statements. The closing of the transaction is subject to customary conditions and there can be no assurance the transaction will be completed.

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.

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

	As of June 30,
	2014
Assets:
Current assets	$	44,207
Noncurrent assets		134,602
Total assets	$	178,809
Liabilities:
Current liabilities	$	38,917
Noncurrent liabilities		69,498
Total liabilities	$	108,415

	Three Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	36,243		$	40,946
Operating loss	$	(5,609	)	$	(1,253	)
Loss from continuing operations	$	(3,592	)	$	(1,145	)
Net loss	$	(3,592	)	$	(1,145	)
	Six Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	67,718		$	58,734
Operating loss	$	(13,429	)	$	(15,767	)
Loss from continuing operations	$	(8,675	)	$	(10,498	)
Net loss	$	(8,675	)	$	(10,498	)

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

	June 30,
Loss from unconsolidated affiliates	2014			2013
Loss from unconsolidated affiliates	$	(1,192	)	$	(1,457	)
Elimination of intercompany revenue		982			794
Loss from unconsolidated affiliates	$	(210	)	$	(663	)

NOTE 11—THEATRE ACQUISITIONS

On May 15, 2014, the Company entered into a definitive merger agreement with Digital Cinema Destinations Corp. (“Digiplex”) for the acquisition of Digiplex by the Company. Digiplex currently operates 21 theatres and 206 screens located in 9 states. Digiplex has also entered into agreements to acquire an additional 4 theatres and 33 screens (“pipeline theatres”). Upon completion of the merger, each issued and outstanding share of Digiplex Class A common stock and Class B common stock, except for any shares owned by the Company, Digiplex or any of their respective subsidiaries, will be converted into the right to receive 0.1775 shares of the Company’s common stock, referred to as the “exchange ratio.” The exchange ratio is subject to potential reductions depending on the ability of Digiplex to complete the acquisition of each pipeline theatre. The transaction for one pipeline theatre has been terminated and the exchange ratio, as adjusted, is currently 0.1765. The merger is expected to close in the third quarter of 2014.

On November 19, 2013, the Company completed its acquisition of 9 entertainment complexes and 147 screens in three U.S. states pursuant to the terms of the Membership Interest Purchase Agreement with Muvico Entertainment, L.L.C. (“Muvico”). The

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acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $30,608 in cash and the assumption of lease-related financing obligations of approximately $19,101. The purchase price was paid using cash on hand. In addition, the Company incurred contingent liabilities associated with the purchase. The fair value of this contingent consideration as of the acquisition date, which represents the maximum amount of future reimbursement, is $750. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.

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

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

The total non-cash consideration representing liabilities assumed in the Muvico transaction was $23,069.

The fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $24,443 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is deductible for tax purposes over 15 years. As of June 30, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Muvico.

On August 16, 2013, the Company completed its acquisition of three theatres and 52 screens from Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc. for $10,500 in cash and the assumption of lease-related financing obligations in the amount of $5,431. The results of operations of these theatres were not significant to the Company’s consolidated statements of operations. Acquisition costs associated with this purchase were not material.

NOTE 12—LEASE TERMINATION CHARGES

For the six months ended June 30, 2013, the Company recorded lease termination charges of $3,063 primarily related to the closure of an underperforming theatre prior to the end of its lease term. The remaining lease term of the theatre is approximately six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of June 30, 2014, the liability was $1,976. The current portion of the liability is included in accrued expenses and the long-term portion of the liability is included with other long-term liabilities in the accompanying consolidated balance sheets.

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

NOTE 13—GUARANTOR SUBSIDIARIES

In June 2012, the Company issued in a registered exchange offer $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019. The Senior Secured Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries (the “Guarantor Subsidiaries”): Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc., Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion

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Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC, Carmike Motion Pictures Houston, LP.

Subsequent to the issuance of the June 30, 2013 consolidated financial statements, the Company determined it needed to revise its presentation with respect to the supplemental financial information included in this footnote. The revised presentation corrects errors identified in the allocation of interest expense, and the resulting income tax expense, between the Company and its Guarantor Subsidiaries on the consolidating statement of operations, as well as the impact of these revisions on the consolidating balance sheets and statements of cash flows. The Company had previously allocated interest expense between the Company and its Guarantor Subsidiaries while the related debt obligation was recognized only by the Company. These revisions relate solely to transactions between the Company and its subsidiaries and only impact the financial statements presented in this footnote. They do not affect the Company’s consolidated financial statements.

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

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

Parent Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	2,047		$	3,317	A	$	5,364
Equity in earnings of subsidiaries	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income before income tax and income from unconsolidated affiliates	$	8,440		$	(1,056	)	$	7,384
Income tax expense	$	2,016		$	(1,078	) A	$	938
Income from continuing operations	$	6,677		$	22		$	6,699
Net income	$	6,677		$	—		$	6,677
Guarantor Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	10,299		$	(3,317	) A	$	6,982
Equity in loss of subsidiaries	$	—		$	—		$	—
Income before income tax and income from unconsolidated affiliates	$	6,971		$	3,343		$	10,314
Income tax expense	$	2,739		$	1,096	A	$	3,835
Income from continuing operations	$	4,331		$	2,247		$	6,578
Net income	$	4,392		$	2,243		$	6,635
Eliminations Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in loss of subsidiaries	$	4,392		$	2,243		$	6,635
Income before income tax and income from unconsolidated affiliates	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income tax expense	$	—		$	—		$	—
Income from continuing operations	$	(4,392	)	$	(2,243	)	$	(6,635	)
Net income	$	(4,392	)	$	(2,243	)	$	(6,635	)

20

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	4,072		$	6,638	A	$	10,710
Equity in loss (earnings) of subsidiaries	$	409		$	(3,911	)	$	(3,502	)
Income before income tax and income from unconsolidated affiliates	$	2,737		$	(2,670	)	$	67
Income tax expense (benefit)	$	1,009		$	(2,726	) A	$	(1,717	)
Income from continuing operations	$	893		$	56		$	949
Net income	$	894		$	—		$	894
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	20,573		$	(6,638	) A	$	13,935
Equity in loss of subsidiaries	$	—		$	—		$	—
(Loss) income before income tax and income from unconsolidated affiliates	$	(1,119	)	$	6,734		$	5,615
Income tax (benefit) expense	$	(550	)	$	2,787	A	$	2,237
(Loss) income from continuing operations	$	(397	)	$	3,947		$	3,550
Net (loss) income	$	(409	)	$	3,911		$	3,502
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in earnings of subsidiaries	$	(409	)	$	3,911		$	3,502
Income before income tax and income from unconsolidated affiliates	$	409		$	(3,911	)	$	(3,502	)
Income tax expense	$	—		$	—		$	—
Income (loss) from continuing operations	$	409		$	(3,911	)	$	(3,502	)
Net income	$	409		$	(3,911	)	$	(3,502	)

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

21

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	16,853		$	(6,638	)	$	10,215
Cash flows from investing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash (used in) provided by investing activities	$	(3,159	)	$	5,576		$	2,417
Cash flows from financing activities: Intercompany	$	5,576		$	(5,576	) B,C	$	—
Net cash provided by (used in) financing activities	$	5,192		$	(5,576	)	$	(384	)
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	15,036		$	6,638		$	21,674
Cash flows from investing activities: Intercompany	$	—		$	—	B,C	$	—
Net cash used in investing activities	$	(11,372	)	$	—		$	(11,372	)
Cash flows from financing activities: Intercompany	$	(5,576	)	$	—	B,C	$	(5,576	)
Net cash used in financing activities	$	(7,345	)	$	—		$	(7,345	)
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	—		$	—		$	—
Cash flows from investing activities: Intercompany	$	—		$	(5,576	) B,C	$	(5,576	)
Net cash used in investing activities	$	—		$	(5,576	)	$	(5,576	)
Cash flows from financing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash provided by financing activities	$	—		$	5,576		$	5,576

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

22

CONDENSED CONSOLIDATING BALANCE SHEET

	As of June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	111,815		$	33,190		$	—		$	145,005
Restricted cash		408			—			—			408
Accounts receivable		9,581			6,114			(5,242	)		10,453
Inventories		769			2,967			—			3,736
Deferred income tax asset		4,693			—			(697	)		3,996
Prepaid expenses and other current assets		25,374			9,539			(19,848	)		15,065
Total current assets		152,640			51,810			(25,787	)		178,663
Property and equipment:
Land		11,864			41,902			—			53,766
Buildings and building improvements		48,163			294,551			—			342,714
Leasehold improvements		22,620			147,730			—			170,350
Assets under capital leases		8,675			40,995			—			49,670
Equipment		71,422			193,036			—			264,458
Construction in progress		7,444			5,288			—			12,732
Total property and equipment		170,188			723,502			—			893,690
Accumulated depreciation and amortization		(89,154	)		(336,091	)		—			(425,245	)
Property and equipment, net of accumulated depreciation		81,034			387,411			—			468,445
Intercompany receivables		95,776			—			(95,776	)		—
Investments in subsidiaries		178,736			—			(178,736	)		—
Goodwill		7,662			67,465			—			75,127
Intangible assets, net of accumulated amortization		—			906			—			906
Investments in unconsolidated affiliates		4,788			825			—			5,613
Deferred income tax asset		57,237			43,382			—			100,619
Other		12,220			7,284			—			19,504
Total assets	$	590,093		$	559,083		$	(300,299	)	$	848,877
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	38,466		$	10,796		$	(5,242	)	$	44,020
Accrued expenses		26,002			42,127			(20,545	)		47,584
Current maturities of capital leases and long-term financing obligations		979			7,623			—			8,602
Total current liabilities		65,447			60,546			(25,787	)		100,206
Long-term liabilities:
Long-term debt		209,655			—			—			209,655
Capital leases and long-term financing obligations, less current maturities		32,021			201,899			—			233,920
Intercompany liabilities		—			95,776			(95,776	)		—
Deferred revenue		31,248			—			—			31,248
Other		5,725			22,126			—			27,851
Total long-term liabilities		278,649			319,801			(95,776	)		502,674
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		702			1			(1	)		702
Treasury stock		(13,397	)		—			—			(13,397	)
Paid-in capital		441,913			260,013			(260,013	)		441,913
Accumulated deficit		(183,221	)		(81,278	)		81,278			(183,221	)
Total stockholders’ equity		245,997			178,736			(178,736	)		245,997
Total liabilities and stockholders’ equity	$	590,093		$	559,083		$	(300,299	)	$	848,877

23

CONDENSED CONSOLIDATING BALANCE SHEET

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

24

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	16,636		$	98,480	$	—		$	115,116
Concessions and other		19,458			57,426		(9,013	)		67,871
Total operating revenues		36,094			155,906		(9,013	)		182,987
Operating costs and expenses:
Film exhibition costs		9,365			55,069		—			64,434
Concession costs		1,206			6,771		—			7,977
Salaries and benefits		3,892			19,595		—			23,487
Theatre occupancy costs		3,095			17,859		—			20,954
Other theatre operating costs		5,689			31,869		(9,013	)		28,545
General and administrative expenses		5,824			704		—			6,528
Depreciation and amortization		2,195			9,732		—			11,927
Loss on sale of property and equipment		383			12		—			395
Impairment of long-lived assets		—			—		—			—
Total operating costs and expenses		31,649			141,611		(9,013	)		164,247
Operating income		4,445			14,295		—			18,740
Interest expense		5,513			7,487		—			13,000
Equity in earnings of subsidiaries		(4,187	)		—		4,187			—
Income before income tax and (loss) income from unconsolidated affiliates		3,119			6,808		(4,187	)		5,740
Income tax (benefit) expense		(342	)		2,734		—			2,392
(Loss) income from unconsolidated affiliates		(239	)		113		—			(126	)
Net income	$	3,222		$	4,187	$	(4,187	)	$	3,222

25

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	14,615		$	92,652		$	—		$	107,267
Concessions and other		17,464			53,346			(8,552	)		62,258
Total operating revenues		32,079			145,998			(8,552	)		169,525
Operating costs and expenses:
Film exhibition costs		8,112			52,720			—			60,832
Concession costs		1,124			6,559			—			7,683
Salaries and benefits		3,221			18,078			—			21,299
Theatre occupancy costs		1,729			14,293			—			16,022
Other theatre operating costs		4,463			28,001			(8,552	)		23,912
General and administrative expenses		5,425			607			—			6,032
Depreciation and amortization		1,869			8,355			—			10,224
Gain on sale of property and equipment		—			(21	)		—			(21	)
Impairment of long-lived assets		23			110			—			133
Total operating costs and expenses		25,966			128,702			(8,552	)		146,116
Operating income		6,113			17,296			—			23,409
Interest expense		5,364			6,982			—			12,346
Equity in earnings of subsidiaries		(6,635	)		—			6,635			—
Income before income tax and income from unconsolidated affiliates		7,384			10,314			(6,635	)		11,063
Income tax expense		938			3,835			—			4,773
Income from unconsolidated affiliates		253			99			—			352
Income from continuing operations		6,699			6,578			(6,635	)		6,642
(Loss) income from discontinued operations		(22	)		57			—			35
Net income	$	6,677		$	6,635		$	(6,635	)	$	6,677

26

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	30,873		$	181,814		$	—		$	212,687
Concessions and other		36,920			109,072			(16,769	)		129,223
Total operating revenues		67,793			290,886			(16,769	)		341,910
Operating costs and expenses:
Film exhibition costs		17,155			100,168			—			117,323
Concession costs		2,382			12,714			—			15,096
Salaries and benefits		7,519			37,502			—			45,021
Theatre occupancy costs		6,255			35,060			—			41,315
Other theatre operating costs		11,829			62,867			(16,769	)		57,927
General and administrative expenses		12,669			1,357			—			14,026
Depreciation and amortization		4,388			19,310			—			23,698
Loss (gain) on sale of property and equipment		376			(48	)		—			328
Impairment of long-lived assets		3			355			—			358
Total operating costs and expenses		62,576			269,285			(16,769	)		315,092
Operating income		5,217			21,601			—			26,818
Interest expense		11,028			15,088			—			26,116
Equity in earnings of subsidiaries		(3,932	)		—			3,932			—
(Loss) income before income tax and (loss) income from unconsolidated affiliates		(1,879	)		6,513			(3,932	)		702
Income tax (benefit) expense		(2,358	)		2,740			—			382
(Loss) income from unconsolidated affiliates		(418	)		208			—			(210	)
Income from continuing operations		61			3,981			(3,932	)		110
Loss from discontinued operations		(3	)		(49	)		—			(52	)
Net income	$	58		$	3,932		$	(3,932	)	$	58

27

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	25,764		$	162,558		$	—		$	188,322
Concessions and other		31,370			94,139			(15,023	)		110,486
Total operating revenues		57,134			256,697			(15,023	)		298,808
Operating costs and expenses:
Film exhibition costs		14,096			89,752			—			103,848
Concession costs		2,015			11,596			—			13,611
Salaries and benefits		6,108			33,555			—			39,663
Theatre occupancy costs		3,360			27,876			—			31,236
Other theatre operating costs		9,654			53,075			(15,023	)		47,706
General and administrative expenses		10,854			1,193			—			12,047
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		3,745			16,680			—			20,425
Loss on sale of property and equipment		4			55			—			59
Impairment of long-lived assets		23			302			—			325
Total operating costs and expenses		49,859			237,147			(15,023	)		271,983
Operating income		7,275			19,550			—			26,825
Interest expense		10,710			13,935			—			24,645
Equity in earnings of subsidiaries		(3,502	)		—			3,502			—
Income before income tax and (loss) income from unconsolidated affiliates		67			5,615			(3,502	)		2,180
Income tax (benefit) expense		(1,717	)		2,237			—			520
(Loss) income from unconsolidated affiliates		(835	)		172			—			(663	)
Income from continuing operations		949			3,550			(3,502	)		997
Loss from discontinued operations		(55	)		(48	)		—			(103	)
Net income	$	894		$	3,502		$	(3,502	)	$	894

28

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	546		$	26,850		$	—		$	27,396
Cash flows from investing activities:
Purchases of property and equipment		(2,651	)		(18,931	)		—			(21,582	)
Proceeds from sale of property and equipment		232			41			—			273
Intercompany receivable		16,450			—			(16,450	)		—
Investment in unconsolidated affiliates		—			(5	)		—			(5	)
Other investing activities		(56	)		—			—			(56	)
Net cash provided by (used in) investing activities		13,975			(18,895	)		(16,450	)		(21,370	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(394	)		(3,029	)		—			(3,423	)
Proceeds from sale of stock options		18			—			—			18
Purchase of treasury stock		(1,483	)		—			—			(1,483	)
Intercompany payable		—			(16,450	)		16,450			—
Net cash used in financing activities		(1,859	)		(19,479	)		16,450			(4,888	)
Increase in cash and cash equivalents		12,662			(11,524	)		—			1,138
Cash and cash equivalents at beginning of period		99,153			44,714			—			143,867
Cash and cash equivalents at end of period	$	111,815		$	33,190		$	—		$	145,005

29

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	10,215		$	21,674		$	—		$	31,889
Cash flows from investing activities:
Purchases of property and equipment		(3,444	)		(10,247	)		—			(13,691	)
Theatre acquistions		—			(1,349	)		—			(1,349	)
Proceeds from sale of property and equipment		5			224			—			229
Intercompany receivable		5,576			—			(5,576	)		—
Other investing activities		280			—			—			280
Net cash provided by (used in) investing activities		2,417			(11,372	)		(5,576	)		(14,531	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(210	)		(1,769	)		—			(1,979	)
Purchase of treasury stock		(174	)		—			—			(174	)
Intercompany payable		—			(5,576	)		5,576			—
Net cash used in financing activities		(384	)		(7,345	)		5,576			(2,153	)
Increase in cash and cash equivalents		12,248			2,957			—			15,205
Cash and cash equivalents at beginning of period		49,093			19,438			—			68,531
Cash and cash equivalents at end of period	$	61,341		$	22,395		$	—		$	83,736

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

The Company

We are one of the largest motion picture exhibitors in the United States and as of June 30, 2014 we owned, operated or had an interest in 253 theatres with 2,670 screens located in 37 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 June 30, 2014, we had 251 theatres with 2,650 screens on a digital-based platform, including 234 theatres with 991 screens equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.

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

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

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

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

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

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

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

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

We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. On May 15, 2014, we announced that we had entered into a definitive merger agreement with Digital Cinema Destination Corp. (“Digiplex”) to acquire 21

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theatres and 206 screens located in 9 states. On November 19, 2013, we completed our acquisition of 9 theatres and 147 screens from Muvico Entertainment, L.L.C. for $30.6 million in cash and the assumption of lease-related financing obligations in the amount of $19.1 million. In addition, we continue to pursue opportunities for organic growth through new theatre development. During the six months ended June 30, 2014, we opened three theatres and 29 screens. We anticipate opening up to seven new build-to-suit theatres in 2014. We intend to include one large-format auditorium in each of our new build-to-suit theatres.

As of June 30, 2014, we operated 39 large-format auditoriums, including 24 Big D auditoriums, 13 IMAX auditoriums and 2 MuviXL auditoriums. We believe that our large-format auditoriums enhance the enjoyment of our audiences and plan to convert additional screens to a large-screen format in future periods. In October 2013, we entered into a new revenue sharing agreement with IMAX for 10 additional IMAX theatre systems to be installed in new construction projects and existing multiplexes. As of June 30, 2014, three of the ten IMAX theatre systems had been installed.

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

We also generate revenues through our on-screen advertising agreement with Screenvision Exhibition, Inc. (“Screenvision”). In October 2010, we finalized the modification of our long-term exhibition agreement with Screenvision and received a cash payment of $30.0 million from Screenvision in January 2011. In addition, on October 14, 2010, we 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.

On May 5, 2014, National CineMedia, Inc. (“NCM”) entered into a definitive merger agreement with Screenvision, a subsidiary of SV Holdco, pursuant to which NCM will acquire Screenvision for $225.0 million in cash and $150.0 million of NCM’s common stock. We believe that this transaction, if consummated, will result in a gain on our investment in SV Holdco but we are currently unable to estimate the impact of this transaction.

For a summary of risks and uncertainties relevant to our business, please see “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2013.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2014 and June 30, 2013

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Average theatres		253		244		252		245
Average screens		2,667		2,468		2,664		2,475
Average attendance per screen (1)		5,840		6,054		10,934		10,731
Average admission per patron (1)	$	7.39	$	7.22	$	7.30	$	7.13
Average concessions and other sales per patron (1)	$	4.36	$	4.19	$	4.43	$	4.19
Total attendance (in thousands) (1)		15,574		14,941		29,152		26,561
Total operating revenues (in thousands)	$	182,987	$	169,525	$	341,910	$	298,808

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

Total operating revenues increased approximately 8.0% to $183.0 million for the three months ended June 30, 2014 compared to $169.5 million for the three months ended June 30, 2013, due to an increase in total attendance from 14.9 million in the second quarter of 2013 to 15.6 million for the second quarter of 2014, an increase in average admissions per patron from $7.22 in the second quarter of 2013 to $7.39 for the second quarter of 2014 and an increase in average concessions and other sales per patron from $4.19 in the second quarter of 2013 to $4.36 in the second quarter of 2014. Excluding the acquired Muvico theatres, total operating revenues decreased 2.2% to $165.7 million. The decrease in total revenues, excluding the acquired Muvico theatres, was due to a decrease in total attendance from 14.9 million to 14.4 million, partially offset by an increase in average admissions per patron from $7.22 to $7.25 and an increase in average concessions and other sales per patron from $4.19 to $4.28. Excluding the Muvico theatres, attendance and attendance per screen were down period over period primarily due to a less favorable movie slate during the second quarter of 2014. Average admission per patron and average concessions and other sales per patron increased primarily due to higher per patron spending at the acquired Muvico theatres.

Total operating revenues increased approximately 14.4% to $341.9 million for the six months ended June 30, 2014 compared to $298.8 million for the six months ended June 30, 2013, due to an increase in total attendance from 26.6 million for the 2013 period to 29.2 million for the 2014 period, an increase in average admissions per patron from $7.13 for the 2013 period to $7.30 for the 2014 period and an increase in average concessions and other sales per patron from $4.19 for the 2013 period to $4.43 for the 2014 period. Excluding the acquired Muvico theatres, total operating revenues increased 3.8% to $310.2 million. The increase in total revenues, excluding the acquired Muvico theatres, was due to an increase in total attendance from 26.6 million to 27.0 million, an increase in

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average admissions per patron from $7.13 to $7.15 and an increase in average concessions and other sales per patron from $4.19 to $4.36. Attendance and attendance per screen were up period over period due principally to a more favorable movie slate during the first quarter of 2014 and the acquired Muvico theatres. Average admissions per patron and concessions and other sales per patron increased primarily due to higher per patron spending at the acquired Muvico theatres.

Admissions revenue increased approximately 7.3% to $115.1 million for the three months ended June 30, 2014 from $107.3 million for the same period in 2013, due to an increase in total attendance from 14.9 million in the second quarter of 2013 to 15.6 million for the second quarter of 2014 and an increase in average admissions per patron from $7.22 in the second quarter of 2013 to $7.39 for the second quarter of 2014. Excluding admissions revenue of $10.9 million from the acquired Muvico theatres, admissions revenue decreased 2.9% to $104.2 million in 2014 from $107.3 million in 2013.

Admissions revenue increased approximately 13.0% to $212.7 million for the six months ended June 30, 2014 from $188.3 million for the same period in 2013, due to an increase in total attendance from 26.6 million for the six months ended June 30, 2013 to 29.2 million for the six months ended June 30, 2014 and an increase in average admissions per patron from $7.13 for the 2013 period to $7.30 for the 2014 period. Excluding admissions revenue of $19.9 million from the acquired Muvico theatres, admissions revenue increased 2.4% to $192.8 million in 2014 from $188.3 million in 2013.

Concessions and other revenue increased approximately 9.0% to $67.9 million for the three months ended June 30, 2014 compared to $62.3 million for the same period in 2013 due to an increase in total attendance from 14.9 million for the three months ended June 30, 2013 to 15.6 million for the three months ended June 30, 2014 and an increase in average concessions and other sales per patron from $4.19 in the second quarter of 2013 to $4.36 for the second quarter of 2014. Excluding concessions and other revenues from the acquired Muvico theatres, concessions and other revenues decreased 1.3% to $61.5 million in 2014 from $62.3 million in 2013.

Concessions and other revenue increased approximately 16.9% to $129.2 million for the six months ended June 30, 2014 compared to $110.5 million for the same period in 2013 due to an increase in total attendance from 26.6 million for the six months ended June 30, 2013 to 29.2 million for the six months ended June 30, 2014 and an increase in average concessions and other sales per patron from $4.19 for the 2013 period to $4.43 for the 2014 period. Excluding concessions and other revenues from the acquired Muvico theatres, concessions and other revenues increased 6.3% to $117.5 million in the 2014 period from $110.5 million in the 2013 period.

We operated 253 theatres with 2,670 screens at June 30, 2014 compared to 245 theatres with 2,476 screens at June 30, 2013.

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

	Three Months Ended June 30,							Six Months Ended June 30,
($’s in thousands)	2014		2013			% Change		2014		2013			% Change
Film exhibition costs	$	64,434	$	60,832			6	$	117,323	$	103,848			13
Concession costs	$	7,977	$	7,683			4	$	15,096	$	13,611			11
Salaries and benefits	$	23,487	$	21,299			10	$	45,021	$	39,663			14
Theatre occupancy costs	$	20,954	$	16,022			31	$	41,315	$	31,236			32
Other theatre operating costs	$	28,545	$	23,912			19	$	57,927	$	47,706			21
Lease termination charges	$	—	$	—			—	$	—	$	3,063			n/m
General and administrative expenses	$	6,528	$	6,032			8	$	14,026	$	12,047			16
Depreciation and amortization	$	11,927	$	10,224			17	$	23,698	$	20,425			16
Loss (gain) on sale of property and equipment	$	395	$	(21	)		n/m	$	328	$	(59	)		n/m
Impairment of long-lived assets	$	—	$	133			n/m	$	358	$	325			10

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 June 30, 2014 increased to $64.4 million as compared to $60.8 million for the three months ended June 30, 2013 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 56.0% and 56.7% for the three months ended June 30, 2014 and 2013, respectively. Excluding the acquired Muvico theatres, film exhibition costs for the three months ended June 30, 2014 decreased to $58.2 million as compared to $60.8 million for the three months ended June 30, 2013 primarily due to the decrease in admissions revenue. As a percentage of admissions revenue, excluding the acquired Muvico theatres, film exhibition costs were 55.8% for the three months ended June 30, 2014 as compared to 56.7% for the three months ended June 30, 2013.

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Film exhibition costs for the six months ended June 30, 2014 increased to $117.3 million as compared to $103.8 million for the six months ended June 30, 2013 primarily resulting from increased attendance and increased admissions per patron. As a percentage of admissions revenue, film exhibition costs were 55.2% and 55.1% for the six months ended June 30, 2014 and 2013, respectively. Excluding the acquired Muvico theatres, film exhibition costs for the six months ended June 30, 2014 increased to $106.2 million as compared to $103.8 million for the six months ended June 30, 2013 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, excluding the acquired Muvico theatres, film exhibition costs were 55.1% for the six months ended June 30, 2014 and June 30, 2013.

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 June 30, 2014 increased to $8.0 million compared to $7.7 million for the three months ended June 30, 2013 due to increased concessions sales resulting from increased attendance during the three months ended June 30, 2014. As a percentage of concessions and other revenues, concession costs for the three months ended June 30, 2014 were 11.8% as compared to 12.3% for the three months ended June 30, 2013. Excluding the acquired Muvico theatres, concession costs for the three months ended June 30, 2014 decreased to $6.9 million as compared to $7.7 million for the three months ended June 30, 2013. Excluding the acquired Muvico theatres, as a percentage of concessions and other revenues, concessions costs were 11.2% for the three months ended June 30, 2014 as compared to 12.3% for the three months ended June 30, 2013. The decrease in concession costs as a percentage of concessions and other revenues for the three months ended June 30, 2014 was due primarily to a decrease in the cost of concession supplies.

Concession costs for the six months ended June 30, 2014 increased to $15.1 million compared to $13.6 million for the six months ended June 30, 2013 due to increased concessions sales resulting from increased attendance during the six months ended June 30, 2014. As a percentage of concessions and other revenues, concession costs for the six months ended June 30, 2014 were 11.7% as compared to 12.3% for the six months ended June 30, 2013. The decrease in concession costs as a percentage of concessions and other revenues was due primarily to a decrease in the cost of concession supplies as well as discounts and other promotional activities. Excluding the acquired Muvico theatres, concession costs for the six months ended June 30, 2014 decreased to $13.2 million as compared to $13.6 million for the six months ended June 30, 2013. Excluding the acquired Muvico theatres, as a percentage of concessions and other revenues, concessions costs were 11.2% for the six months ended June 30, 2014 as compared to 12.3% for the six months ended June 30, 2013.

Salaries and benefits. Salaries and benefits increased $2.2 million from $21.3 million for the three months ended June 30, 2013 to $23.5 million for the three months ended June 30, 2014. Excluding the acquired Muvico theatres, salaries and benefits remained consistent at $21.3 million. Salaries and benefits increased $5.3 million from $39.7 million for the six months ended June 30, 2013 to $45.0 million for the six months ended June 30, 2014. Excluding the acquired Muvico theatres, salaries and benefits increased approximately $1.0 million to $40.7 million.

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 June 30, 2014 increased $5.0 million to $21.0 million as compared to $16.0 million for the three months ended June 30, 2013. Excluding the acquired Muvico theatres, theatre occupancy costs increased $2.2 million to $18.2 million. The increase in theatre occupancy costs for the three months ended June 30, 2014 is due primarily to 1) an increase in rent expense of $1.9 million associated with the opening of 4 theatres and 56 screens subsequent to the end of the second quarter of 2013, partially offset by the closure of 8 theatres and 55 screens since the end of the second quarter of 2013; 2) an increase in deferred rent of $0.4 million and 3) an increase in other lease costs of approximately $0.3 million; partially offset by a decrease in contingent rent of approximately $0.3 million during the second quarter of 2014 compared to the second quarter of 2013. Theatre occupancy costs for the six months ended June 30, 2014 increased $10.1 million to $41.3 million as compared to $31.2 million for the six months ended June 30, 2013. Excluding the acquired Muvico theatres, theatre occupancy costs increased $4.6 million to $35.8 million. The increase in theatre occupancy costs for the six months ended June 30, 2014 is due primarily to 1) an increase in rent expense of $3.6 million associated with the opening of 4 theatres and 56 screens subsequent to the end of the second quarter of 2013, partially offset by the closure of 8 theatres and 55 screens since the end of the second quarter of 2013; and 2) an increase in other lease costs of approximately $0.8 million.

Other theatre operating costs. Other theatre operating costs for the three months ended June 30, 2014 increased to $28.5 million as compared to $23.9 million for the three months ended June 30, 2013. Excluding the acquired Muvico theatres, other theatre operating costs for the three months ended June 30, 2014 increased to $25.7 million as compared to $23.9 million for the three months ended June 30, 2013. The increase in our other theatre operating costs was partially due to increases in utilities expense of $0.2 million, repairs and maintenance expense of $0.2 million and property taxes of $0.2 million. Other theatre operating costs for the six months ended June 30, 2014 increased to $57.9 million as compared to $47.7 million for the six months ended June 30, 2013. Excluding the acquired Muvico theatres, other theatre operating costs for the six months ended June 30, 2014 increased to $52.3 million as compared to $47.7 million for the six months ended June 30, 2013. The increase in our other theatre operating costs was partially due to increases in utilities expense of $1.1 million, insurance costs of $0.3 million, repairs and maintenance expense of $0.5 million and credit card fees of $0.4 million.

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General and administrative expenses. General and administrative expenses increased to $6.5 million for the three months ended June 30, 2014 compared to $6.0 million for the three months ended June 30, 2013. The increase in general and administrative expenses during the three months ended June 30, 2014 was primarily the result of increases in professional fees of $0.5 million related primarily to acquisition activities. General and administrative expenses increased to $14.0 million for the six months ended June 30, 2014 compared to $12.0 million for the six months ended June 30, 2013. The increase in general and administrative expenses during the six months ended June 30, 2014 was primarily the result of increases in professional fees of $1.4 million related primarily to acquisition activities.

Depreciation and amortization. Depreciation and amortization expenses increased to $11.9 million for the three months ended June 30, 2014 as compared to $10.2 million for the three months ended June 30, 2013. Depreciation and amortization expenses increased to $23.7 million for the six months ended June 30, 2014 as compared to $20.4 million for the six months ended June 30, 2013. The increase in depreciation and amortization expenses for the three and six months ended June 30, 2014 was primarily due to a combination of higher balances of property and equipment due to recent theatre openings and acquisitions.

Net loss (gain) on sales of property and equipment. We recognized a loss on the sale of property and equipment of $0.4 million for the three months ended June 30, 2014 and a gain on the sale of property and equipment of $21 thousand for the three months ended June 30, 2013. We recognized a loss on the sale of property and equipment of $0.3 million for the six months ended June 30, 2014 and a gain on the sale of property and equipment of $59 thousand for the six months ended June 30, 2013.

Impairment of long-lived assets. We did not record any impairment charges for the three months ended June 30, 2014. Impairment of long-lived assets was $0.1 million for the three months ended June 30, 2013. Impairment of long-lived assets was $0.4 million and $0.3 million for the six months ended June 30, 2014 and 2013, respectively. The impairment charges for the six months ended June 30, 2014 and for the three and six months ended June 30, 2013 primarily resulted from the continued deterioration of previously impaired theatres.

Operating income. Operating income for the three months ended June 30, 2014 decreased to $18.7 million from $23.4 million for the three months ended June 30, 2013. As a percentage of total operating revenues, operating income for the three months ended June 30, 2014 was 10.2% as compared to 13.8% for the three months ended June 30, 2013. This fluctuation is primarily a result of an increase in fixed operating costs associated with theatres acquired during 2013, a decrease in total attendance for the three months ended June 30, 2014 and the factors described above. Operating income for the six months ended June 30, 2014 decreased to $26.8 million from $26.8 million for the six months ended June 30, 2013. As a percentage of total operating revenues, operating income for the six months ended June 30, 2014 was 7.8% as compared to 9.0% for the six months ended June 30, 2013. This fluctuation is primarily a result of an increase in fixed operating costs associated with theatres acquired during 2013, partially offset by an increase in total attendance for the six months ended June 30, 2014 attributable to the acquired theatres and the factors described above.

Interest expense, net. Interest expense, net for the three months ended June 30, 2014 and 2013 was $13.0 million and $12.3 million, respectively. Interest expense, net for the six months ended June 30, 2014 and 2013 was $26.1 million and $24.6 million, respectively. Interest expense increased for the three and six months ended June 30, 2014 primarily due to interest expense associated with financing obligations assumed from theatres acquired during 2013.

Income tax. During the three months ended June 30, 2014 and 2013, we recorded income tax expense of $2.4 million and $4.8 million, respectively, and during the six months ended June 30, 2014 and 2013, we recorded income tax expense of $0.4 million and $0.5 million, respectively. At June 30, 2014 and December 31, 2013, our consolidated deferred tax assets were $104.6 million and $103.9 million, respectively. As of each reporting date, we assess whether it is more likely than not that our deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, 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 six months ended June 30, 2014 was 42.6% and 77.6%, respectively. Our tax rate for the three and six months ended June 30, 2014 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and the impact of changes in state tax laws on deferred taxes.

Income (loss) from discontinued operations, net of tax benefit. Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. We did not close any theatres during the six months

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ended June 30, 2014 prior to the adoption of ASU 2014-08 and therefore did not classify any closed theatres as discontinued operations. We did not close any theatres during the three months ended June 30, 2013. During the six months ended June 30, 2013, we closed seven theatres. We classified one theatre as discontinued operations during the six months ended June 30, 2013. We reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of this theatre have been eliminated from our continuing operations, and we will not have any continuing involvement in its operations.

Liquidity and Capital Resources

General

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a substantial working capital deficit because our operating revenues are primarily received on a cash basis. Rather than maintain significant cash balances that would result from this pattern of operating cash flows, we utilize operating cash flows in excess of those required to fund capital projects, including new build-to-suit theatres and acquisitions. We had a working capital surplus of $79.2 million as of June 30, 2014 compared to a working capital surplus of $82.1 million at December 31, 2013. The working capital surplus in 2014 and 2013 resulted from proceeds of $88.0 million received from our common stock offering in July 2013.

At June 30, 2014, we had available borrowing capacity of $25 million under our revolving Credit Facility and approximately $145.0 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving Credit Facility and approximately $143.9 million in cash and cash equivalents at December 31, 2013. The material terms of our revolving credit facility (including limitations on our ability to freely use all the available borrowing capacity) are described below in “Credit Agreement and Covenant Compliance.”

Net cash provided by operating activities was $27.4 million for the six months ended June 30, 2014 compared to net cash provided by operating activities of $31.9 million for the six months ended June 30, 2013. Cash provided by operating activities was lower for the six months ended June 30, 2014 due primarily to a decrease in accounts payable of $0.6 million during the six months ended June 30, 2014 and decreased operating revenues resulting from less attendance in 2014, partially offset by increased admissions revenue per patron and concession and other revenues per patron. Net cash used in investing activities was $21.4 million for the six months ended June 30, 2014 compared to $14.5 million for the six months ended June 30, 2013. The increase in our net cash used in investing activities is primarily due to an increase in cash used for the purchases of property and equipment. Capital expenditures were $21.6 million and $13.7 million for the six months ended June 30, 2014 and 2013, respectively. Capital expenditures for the 2014 and 2013 periods related primarily to recently constructed build-to-suit theatres. Net cash used in financing activities was $4.9 million and $2.2 million for the six months ended June 30, 2014 and 2013, respectively. The net cash used in financing activities for the six months ended June 30, 2014 and 2013 was primarily due to repayments of capital leases and financing obligations.

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

We from time to time close older theatres or do not renew the leases, and the expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations. We closed one theatre during the first six months of 2014 and estimate closing approximately four theatres for the full year 2014.

We plan to incur approximately $40 million in capital expenditures for calendar year 2014. We plan to open up to seven new build-to-suit theatres in 2014 and expect to include one large format digital screen in all new build-to-suit theatres. As of June 30, 2014, we have 24 Big D auditoriums, 13 IMAX auditoriums and 2 MuviXL auditoriums. We believe that the addition of Big D and IMAX auditoriums will have a positive impact on our operating results.

7.375% Senior Secured Notes

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

36

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

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

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

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

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

Revolving Credit Facility

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

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

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

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

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

• incur additional indebtedness and financing obligations;

37

• create liens on our assets;

• make certain investments;

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

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

• enter into transactions with our affiliates; and

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

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

38

Forward-Looking Information

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

• our ability to achieve expected results from our strategic acquisitions;

• general economic conditions in our regional and national markets;

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

• our ability to operate at expected levels of cash flow;

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

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

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

• competition in our markets;

• competition with other forms of entertainment;

• the effect of leverage on our financial condition;

• prices and availability of operating supplies;

• impact of continued cost control procedures on operating results;

• the impact of asset impairments;

• the impact of terrorist acts;

• changes in tax laws, regulations and rates;

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

• other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 under the caption “Risk Factors”.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2013.

39

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 June 30, 2014, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

40

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information relating to the Company’s legal proceedings, see Note 7—Commitments and Contingencies, under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. See also “Forward-Looking Statements,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

41

ITEM 6. EXHIBITS

Listing of exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Certificate of Amendment to amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed May 21, 2010 and incorporated herein by reference).
3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.3 to Carmike’s Registration Statement on Form S-4 (File No. 333-196905), filed on June 19, 2014, and incorporated herein by reference).
3.4	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).
10.1	Carmike Cinemas, Inc. 2014 Incentive Stock Plan, as amended and restated (filed as Appendix A to Carmike’s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, filed on April 18, 2014, and incorporated herein by reference).
10.2	Carmike Cinemas, Inc. Employee Stock Purchase Plan (filed as Appendix B to Carmike’s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, filed on April 18, 2014 and incorporated herein by reference).
11	Computation of per share earnings (provided in Note 8 of the notes to condensed consolidated financial statements included in this report under the caption “Net Income Per Share”).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information for Carmike, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as detailed text.

42

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

43

EX-31.1

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: August 4, 2014

/s/ S. David Passman III

S. David Passman III

President, Chief Executive Officer and

Director

EX-31.2

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: August 4, 2014

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and Chief Financial Officer

EX-32.1

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 June 30, 2014 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: August 4, 2014

/s/ S. David Passman III

S. David Passman III

President, Chief Executive Officer and

Director

EX-32.2

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 June 30, 2014 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: August 4, 2014

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and Chief Financial Officer

XML

Net Income Per Share - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Common stock equivalents excluded from the calculation of diluted earnings per share due to decline in market price of stock	7	28,123	201	32,967

XML

Guarantor Subsidiaries - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified		1 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 Senior Secured Notes [Member]	Dec. 31, 2012 7.375% Senior Secured Notes [Member]	Jun. 30, 2012 7.375% Senior Secured Notes [Member]	Apr. 30, 2012 7.375% Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secure notes issued		$ 210,000
Senior secured note interest rate				7.375%	7.375%
Acquisition of common stock	100.00%
Senior secured notes maturity date		May 15, 2019	May 15, 2019

XML

Theatre Acquisitions - Summary of the Preliminary Purchase Price and Purchase Price Allocation Based on Fair Value of Net Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Nov. 19, 2013 Muvico Entertainment, L.L.C [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration paid less cash amounts received			$ 30,608
Leases and financing obligations assumed	233,920	238,763	19,101
Fair value of contingent consideration	750		750
Fair value of total consideration transferred			50,459
Inventory	3,736	3,691	541
Other current assets			385
Property and equipment	893,690	869,777	24,867
Deferred tax assets			3,441
Current liabilities			(2,068)
Other liabilities			(1,150)
Net assets acquired			26,016
Goodwill	75,127	74,377	24,443
Purchase price			$ 50,459

XML

Equity Based Compensation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future grants under 2014 Incentive Stock Plan	1,039,809		1,039,809
Compensation expense, recognition period			2 years
Performance-based awards outstanding	600,000		600,000		607,500
Outstanding performance based stock award shares earned	167,667		167,667
Stock-based compensation expense	$ 796	$ 607	$ 1,593	$ 1,318
Total unrecognized compensation cost	$ 6,633		$ 6,633
Stock option expiration period			10 years
Estimated forfeiture rate used for recording stock-based compensation expense			5.00%
Shares, aggregate grant date fair value of stock options			$ 1,430
Vesting Range One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of stock options exercise price vested			25.00%
Vesting Range Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of stock options exercise price vested			30.00%
Vesting Range Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of stock options exercise price vested			35.00%
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			3 years
Performance-based awards outstanding	384,196		384,196
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			3 years
2004 Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Granted			260,000
Shares, Exercise price			$ 25.95
Minimum [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			1 year
Compensation expense, recognition period			1 year
Maximum [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period			3 years
Compensation expense, recognition period			3 years

XML

Investments in Unconsolidated Affiliates (Tables)

6 Months Ended

Jun. 30, 2014

Equity Method Investments And Joint Ventures [Abstract]

Combined Financial Information of Unconsolidated Affiliated Companies

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

	As of June 30,
	2014
Assets:
Current assets	$	44,207
Noncurrent assets		134,602
Total assets	$	178,809
Liabilities:
Current liabilities	$	38,917
Noncurrent liabilities		69,498
Total liabilities	$	108,415

	Three Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	36,243		$	40,946
Operating loss	$	(5,609	)	$	(1,253	)
Loss from continuing operations	$	(3,592	)	$	(1,145	)
Net loss	$	(3,592	)	$	(1,145	)
	Six Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	67,718		$	58,734
Operating loss	$	(13,429	)	$	(15,767	)
Loss from continuing operations	$	(8,675	)	$	(10,498	)
Net loss	$	(8,675	)	$	(10,498	)

Summary of Activity in Income from Unconsolidated Affiliates

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

	June 30,
Loss from unconsolidated affiliates	2014			2013
Loss from unconsolidated affiliates	$	(1,192	)	$	(1,457	)
Elimination of intercompany revenue		982			794
Loss from unconsolidated affiliates	$	(210	)	$	(663	)

XML

Guarantor Subsidiaries - Reconciliation of the Amounts Previously Reported "As Revised" Stated Components of Consolidating Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	$ 27,396	$ 31,889
Net cash (used in) provided by investing activities	(21,370)	(14,531)
Net cash provided by (used in) financing activities	(4,888)	(2,153)
As Previously Reported [Member] | Carmike Cinemas, Inc. [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		16,853
Cash flows from investing activities: Intercompany		0
Net cash (used in) provided by investing activities		(3,159)
Cash flows from financing activities: Intercompany		5,576
Net cash provided by (used in) financing activities		5,192
As Previously Reported [Member] | Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		15,036
Cash flows from investing activities: Intercompany		0
Net cash (used in) provided by investing activities		(11,372)
Cash flows from financing activities: Intercompany		(5,576)
Net cash provided by (used in) financing activities		(7,345)
As Previously Reported [Member] | Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		0
Cash flows from investing activities: Intercompany		0
Net cash (used in) provided by investing activities		0
Cash flows from financing activities: Intercompany		0
Net cash provided by (used in) financing activities		0
Adjustment [Member] | Carmike Cinemas, Inc. [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		(6,638)
Cash flows from investing activities: Intercompany		5,576
Net cash (used in) provided by investing activities		5,576
Cash flows from financing activities: Intercompany		(5,576)
Net cash provided by (used in) financing activities		(5,576)
Adjustment [Member] | Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		6,638
Cash flows from investing activities: Intercompany		0
Net cash (used in) provided by investing activities		0
Cash flows from financing activities: Intercompany		0
Net cash provided by (used in) financing activities		0
Adjustment [Member] | Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		0
Cash flows from investing activities: Intercompany		(5,576)
Net cash (used in) provided by investing activities		(5,576)
Cash flows from financing activities: Intercompany		5,576
Net cash provided by (used in) financing activities		5,576
As Revised [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	27,396	31,889
Net cash (used in) provided by investing activities	(21,370)	(14,531)
Net cash provided by (used in) financing activities	(4,888)	(2,153)
As Revised [Member] | Carmike Cinemas, Inc. [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	546	10,215
Cash flows from investing activities: Intercompany		5,576
Net cash (used in) provided by investing activities	13,975	2,417
Cash flows from financing activities: Intercompany		0
Net cash provided by (used in) financing activities	(1,859)	(384)
As Revised [Member] | Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	26,850	21,674
Cash flows from investing activities: Intercompany		0
Net cash (used in) provided by investing activities	(18,895)	(11,372)
Cash flows from financing activities: Intercompany		(5,576)
Net cash provided by (used in) financing activities	(19,479)	(7,345)
As Revised [Member] | Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities		0
Cash flows from investing activities: Intercompany		(5,576)
Net cash (used in) provided by investing activities	(16,450)	(5,576)
Cash flows from financing activities: Intercompany		5,576
Net cash provided by (used in) financing activities	$ 16,450	$ 5,576

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Screenvision Exhibition, Inc. - Summary of Changes in Investments in Unconsolidated Affiliates and Deferred Revenue (Detail) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 SV Holdco, LLC [Member]
Investments in unconsolidated affiliates
Beginning balance	$ 5,613	$ 7,073	$ 6,188
Equity loss of SV Holdco			(1,400)
Ending balance	5,613	7,073	4,788
Deferred revenue
Beginning balance			32,984
Amortization of up-front payment			(473)
Amortization of Class C units			(106)
Ending balance			$ 32,405

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Discontinued Operations - Additional Information (Detail)	3 Months Ended	6 Months Ended
	Jun. 30, 2013 Theatre	Jun. 30, 2014 Theatre	Jun. 30, 2013 Theatre
Discontinued Operations And Disposal Groups [Abstract]
Number of theatres closed during the period	0	0	7
Number of theatres closed during the period as discontinued operations		0	1

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Guarantor Subsidiaries - Condensed Consolidating Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues:
Admissions	$ 115,116	$ 107,267	$ 212,687	$ 188,322
Concessions and other	67,871	62,258	129,223	110,486
Total operating revenues	182,987	169,525	341,910	298,808
Operating costs and expenses:
Film exhibition costs	64,434	60,832	117,323	103,848
Concession costs	7,977	7,683	15,096	13,611
Salaries and benefits	23,487	21,299	45,021	39,663
Theatre occupancy costs	20,954	16,022	41,315	31,236
Other theatre operating costs	28,545	23,912	57,927	47,706
General and administrative expenses	6,528	6,032	14,026	12,047
Lease termination charges				3,063
Depreciation and amortization	11,927	10,224	23,698	20,425
Loss (gain) on sale of property and equipment	395	(21)	328	59
Impairment of long-lived assets		133	358	325
Total operating costs and expenses	164,247	146,116	315,092	271,983
Operating income	18,740	23,409	26,818	26,825
Interest expense	13,000	12,346	26,116	24,645
Equity in earnings of subsidiaries	0		0
Income before income tax and (loss) income from unconsolidated affiliates	5,740	11,063	702	2,180
Income tax (benefit) expense	2,392	4,773	382	520
(Loss) income from unconsolidated affiliates	(126)	352	(210)	(663)
Income from continuing operations	3,222	6,642	110	997
(Loss) income from discontinued operations		35	(52)	(103)
Net income	3,222	6,677	58	894
Carmike Cinemas, Inc. [Member]
Revenues:
Admissions	16,636	14,615	30,873
Concessions and other	19,458	17,464	36,920
Total operating revenues	36,094	32,079	67,793
Operating costs and expenses:
Film exhibition costs	9,365	8,112	17,155
Concession costs	1,206	1,124	2,382
Salaries and benefits	3,892	3,221	7,519
Theatre occupancy costs	3,095	1,729	6,255
Other theatre operating costs	5,689	4,463	11,829
General and administrative expenses	5,824	5,425	12,669
Depreciation and amortization	2,195	1,869	4,388
Loss (gain) on sale of property and equipment	383		376
Impairment of long-lived assets		23	3
Total operating costs and expenses	31,649	25,966	62,576
Operating income	4,445	6,113	5,217
Interest expense	5,513	5,364	11,028
Equity in earnings of subsidiaries	(4,187)	(6,635)	(3,932)
Income before income tax and (loss) income from unconsolidated affiliates	3,119	7,384	(1,879)
Income tax (benefit) expense	(342)	938	(2,358)
(Loss) income from unconsolidated affiliates	(239)	253	(418)
Income from continuing operations		6,699	61
(Loss) income from discontinued operations		(22)	(3)
Net income	3,222	6,677	58
Guarantor Subsidiaries [Member]
Revenues:
Admissions	98,480	92,652	181,814
Concessions and other	57,426	53,346	109,072
Total operating revenues	155,906	145,998	290,886
Operating costs and expenses:
Film exhibition costs	55,069	52,720	100,168
Concession costs	6,771	6,559	12,714
Salaries and benefits	19,595	18,078	37,502
Theatre occupancy costs	17,859	14,293	35,060
Other theatre operating costs	31,869	28,001	62,867
General and administrative expenses	704	607	1,357
Depreciation and amortization	9,732	8,355	19,310
Loss (gain) on sale of property and equipment	12	(21)	(48)
Impairment of long-lived assets		110	355
Total operating costs and expenses	141,611	128,702	269,285
Operating income	14,295	17,296	21,601
Interest expense	7,487	6,982	15,088
Equity in earnings of subsidiaries
Income before income tax and (loss) income from unconsolidated affiliates	6,808	10,314	6,513
Income tax (benefit) expense	2,734	3,835	2,740
(Loss) income from unconsolidated affiliates	113	99	208
Income from continuing operations		6,578	3,981
(Loss) income from discontinued operations		57	(49)
Net income	4,187	6,635	3,932
As Revised [Member]
Revenues:
Admissions				188,322
Concessions and other				110,486
Total operating revenues				298,808
Operating costs and expenses:
Film exhibition costs				103,848
Concession costs				13,611
Salaries and benefits				39,663
Theatre occupancy costs				31,236
Other theatre operating costs				47,706
General and administrative expenses				12,047
Lease termination charges				3,063
Depreciation and amortization				20,425
Loss (gain) on sale of property and equipment				59
Impairment of long-lived assets				325
Total operating costs and expenses				271,983
Operating income				26,825
Interest expense				24,645
Equity in earnings of subsidiaries
Income before income tax and (loss) income from unconsolidated affiliates				2,180
Income tax (benefit) expense				520
(Loss) income from unconsolidated affiliates				(663)
Income from continuing operations				997
(Loss) income from discontinued operations				(103)
Net income				894
As Revised [Member] | Carmike Cinemas, Inc. [Member]
Revenues:
Admissions				25,764
Concessions and other				31,370
Total operating revenues				57,134
Operating costs and expenses:
Film exhibition costs				14,096
Concession costs				2,015
Salaries and benefits				6,108
Theatre occupancy costs				3,360
Other theatre operating costs				9,654
General and administrative expenses				10,854
Lease termination charges
Depreciation and amortization				3,745
Loss (gain) on sale of property and equipment				4
Impairment of long-lived assets				23
Total operating costs and expenses				49,859
Operating income				7,275
Interest expense		5,364		10,710
Equity in earnings of subsidiaries		(6,635)		(3,502)
Income before income tax and (loss) income from unconsolidated affiliates		7,384		67
Income tax (benefit) expense		938		(1,717)
(Loss) income from unconsolidated affiliates				(835)
Income from continuing operations		6,699		949
(Loss) income from discontinued operations				(55)
Net income		6,677		894
As Revised [Member] | Guarantor Subsidiaries [Member]
Revenues:
Admissions				162,558
Concessions and other				94,139
Total operating revenues				256,697
Operating costs and expenses:
Film exhibition costs				89,752
Concession costs				11,596
Salaries and benefits				33,555
Theatre occupancy costs				27,876
Other theatre operating costs				53,075
General and administrative expenses				1,193
Lease termination charges				3,063
Depreciation and amortization				16,680
Loss (gain) on sale of property and equipment				55
Impairment of long-lived assets				302
Total operating costs and expenses				237,147
Operating income				19,550
Interest expense		6,982		13,935
Equity in earnings of subsidiaries
Income before income tax and (loss) income from unconsolidated affiliates		10,314		5,615
Income tax (benefit) expense		3,835		2,237
(Loss) income from unconsolidated affiliates				172
Income from continuing operations		6,578		3,550
(Loss) income from discontinued operations				(48)
Net income		6,635		3,502
Eliminations [Member]
Revenues:
Concessions and other	(9,013)	(8,552)	(16,769)
Total operating revenues	(9,013)	(8,552)	(16,769)
Operating costs and expenses:
Other theatre operating costs	(9,013)	(8,552)	(16,769)
Total operating costs and expenses	(9,013)	(8,552)	(16,769)
Equity in earnings of subsidiaries	4,187	6,635	3,932
Income before income tax and (loss) income from unconsolidated affiliates	(4,187)	(6,635)	(3,932)
Income from continuing operations		(6,635)	(3,932)
Net income	(4,187)	(6,635)	(3,932)
Eliminations [Member] | As Revised [Member]
Revenues:
Concessions and other				(15,023)
Total operating revenues				(15,023)
Operating costs and expenses:
Other theatre operating costs				(15,023)
Total operating costs and expenses				(15,023)
Interest expense
Equity in earnings of subsidiaries		6,635		3,502
Income before income tax and (loss) income from unconsolidated affiliates		(6,635)		(3,502)
Income tax (benefit) expense
Income from continuing operations		(6,635)		(3,502)
Net income		$ (6,635)		$ (3,502)

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Lease Termination Charges - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2014
Leases [Abstract]
Lease termination charges	$ 3,063
Remaining lease term period of expiration lease	6 years
Lease future minimum payments, present value of net minimum payments	2,413
Lease termination liability		1,976
Lease termination charges of new build-to-suit theatre	$ 650

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 4—INCOME TAXES

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

The effective tax rate from continuing operations for the three months ended June 30, 2014 and 2013 was 42.6% and 41.8%, respectively. The effective tax rate from continuing operations for the six months ended June 30, 2014 and 2013 was 77.6% and 34.3%, respectively. The Company’s tax rate for the three months ended June 30, 2014 and 2013 differs from the statutory tax rate primarily due to state income taxes and permanent tax items. The Company’s tax rate for the six months ended June 30, 2014 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and the effect on its deferred tax asset due to a change in state tax rates. The Company’s tax rate for the six months ended June 30, 2013 differs from the statutory tax rate primarily due to federal employment credits partially offset by state income taxes, permanent tax items and changes in uncertain tax positions.

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

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

Ownership changes were also deemed to have occurred during the second quarter of 2012 and third quarter of 2013. The Company does not believe these changes will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

At June 30, 2014 and December 31, 2013, the Company’s total deferred tax assets, net of both deferred tax liabilities and IRC Section 382 limitations, were $104,615 and $103,881, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets, tax planning strategies and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. After reviewing all positive and negative evidence at June 30, 2014 and December 31, 2013, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of June 30, 2014 and December 31, 2013, the amount of unrecognized tax benefits was $2,764, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9—Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position. The Company believes that it is reasonably possible that its unrecognized tax benefit of approximately $2,560 associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC may be recognized by the end of 2014 as a result of a lapse of the statute of limitations.

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Investments in Unconsolidated Affiliates - Combined Financial Information of Unconsolidated Affiliated Companies (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Assets:
Current assets	$ 44,207		$ 44,207
Noncurrent assets	134,602		134,602
Total assets	178,809		178,809
Liabilities:
Current liabilities	38,917		38,917
Noncurrent liabilities	69,498		69,498
Total liabilities	108,415		108,415
Results of operations:
Revenue	36,243	40,946	67,718	58,734
Operating loss	(5,609)	(1,253)	(13,429)	(15,767)
Loss from continuing operations	(3,592)	(1,145)	(8,675)	(10,498)
Net loss	$ (3,592)	$ (1,145)	$ (8,675)	$ (10,498)

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Debt - Components of Debt (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Original issue discount	$ (345)	$ (381)
Total debt	209,655	209,619
Current maturities	0
Total long-term debt	209,655	209,619
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Debt amount	210,000	210,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt amount	$ 0

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Impairment of Long-Lived Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Property, Plant and Equipment [Line Items]
Impairment charges		$ 133	$ 358	$ 325
Estimated aggregate fair value of long-lived assets impaired			$ 373
Minimum [Member]
Property, Plant and Equipment [Line Items]
Projects future attendance fluctuations, percent			(10.00%)
Risk-adjusted of return, discount rate			10.00%
Maximum [Member]
Property, Plant and Equipment [Line Items]
Projects future attendance fluctuations, percent			10.00%
Risk-adjusted of return, discount rate			15.00%

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Investments in Unconsolidated Affiliates - Summary of Activity in Income from Unconsolidated Affiliates (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Equity Method Investments And Joint Ventures [Abstract]
Loss from unconsolidated affiliates			$ (1,192)	$ (1,457)
Elimination of intercompany revenue			982	794
Loss from unconsolidated affiliates	$ (126)	$ 352	$ (210)	$ (663)

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Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 30, 2012	Jun. 30, 2014	Dec. 31, 2012	Jun. 30, 2012
Debt Instrument [Line Items]
Provisions in future incremental borrowings		$ 150,000
Minimum percentage of senior secured term loan for interest rate protection		25.00%
Amount available for dividend payments under restrictive covenants		196,559
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Date of maturity		Apr. 27, 2016
Date of maturity		2013-01
Maximum borrowing capacity	25,000	10,000
Maximum borrowing capacity prior limit	30,000
Outstanding balance on the revolving credit facility		0
Revolving Credit Facility [Member] | Interest Rate Option, LIBOR Based [Member]
Debt Instrument [Line Items]
Interest rate		1.00%
Interest rate description		LIBOR (subject to a 1.00% floor) plus a margin of 4.50%
Interest rate, margin added		4.50%
Commitment fees on unused portion of facility		0.50%
Revolving Credit Facility [Member] | Interest Rate Option, Base Rate Based [Member]
Debt Instrument [Line Items]
Interest rate		2.00%
Interest rate description		Base Rate (subject to a 2.00% floor) plus a margin of 3.50%
Interest rate, margin added		3.50%
Maximum [Member]
Debt Instrument [Line Items]
Leverage ratio		2.75
Minimum [Member]
Debt Instrument [Line Items]
Leverage ratio		1.00
Default in payment of principal		10,000
7.375% Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes, aggregate principal amount issued	210,000
Debt instrument issuance	2012-04
Interest rate	7.375%			7.375%
Date of maturity			May 15, 2019
Date of maturity			2016-01
Senior secured term loan, outstanding amount (Jan 2016)	198,700
Interest payable periods		May 15 and November 15 of each year
Debt issuance costs		8,600
Percentage of principal amount, redemption price		107.375%
Repurchase of senior secured notes purchase price percentage		101.00%
7.375% Senior Secured Notes [Member] | Secured Term Loan Facility [Member]
Debt Instrument [Line Items]
Senior secured notes, aggregate principal amount issued	$ 265,000
7.375% Senior Secured Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Percentage of aggregate principal amount, maximum redeemable		35.00%
Percentage of principal amount redeemed at redemption date		105.53%
7.375% Senior Secured Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum percentage of aggregate principal amount outstanding, excluding the redemption date		65.00%
Percentage of principal amount redeemed at redemption date		100.00%

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Debt - Fair Value of Senior Secured Notes Based on Quoted Market Prices (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Carrying amount, net	$ 209,655	$ 209,619
Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Carrying amount, net	210,000	210,000
Fair value	$ 228,375	$ 228,375

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Debt

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Debt

NOTE 3—DEBT

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

	June 30,			December 31,
	2014			2013
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(345	)		(381	)
Total debt		209,655			209,619
Current maturities		—			—
Total long-term debt	$	209,655		$	209,619

7.375% Senior Secured Notes

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

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

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

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

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

Revolving Credit Facility

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

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at June 30, 2014.

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

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

Debt Covenants

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

• incur additional indebtedness or guarantee obligations;

• issue certain preferred stock or redeemable stock;

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

• make certain investments;

• sell, transfer or otherwise convey certain assets;

• create or incur liens or other encumbrances;

• 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 June 30, 2014, none of the Company’s accumulated deficit was subject to restrictions limiting the payment of dividends, and the total amount available for dividend payments under the Company’s most restrictive covenants was approximately $196,559.

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

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of June 30, 2014, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Income Taxes [Line Items]
Effective tax rate from continuing operations	42.60%	41.80%	77.60%	34.30%
Net unrealized built in loss, recognition period			5 years
Annual limitation net operating loss	$ 1,700,000		$ 1,700,000
Net deferred tax assets	104,615,000		104,615,000		103,881,000
Unrecognized tax benefits	2,764,000		2,764,000		2,764,000
SV Holdco, LLC [Member]
Income Taxes [Line Items]
Unrecognized tax benefits	$ 2,560,000		$ 2,560,000

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Net Income Per Share - Summary of Basic Net Income Per Common Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Numerator for basic earnings per share:
Net income	$ 3,222	$ 6,677	$ 58	$ 894
Denominator for basic earnings per share:
Weighted average shares	22,872	17,598	22,847	17,573
Effect of dilutive shares:
Restricted stock awards	279	209	291	205
Stock options	332	261	326	255
Dilutive potential common shares	611	470	616	460
Denominator for diluted earnings per share:
Adjusted weighted average shares	23,483	18,068	23,463	18,033
Basic income per share attributable to Carmike stockholders	$ 0.14	$ 0.38	$ 0.00	$ 0.05
Diluted income per share attributable to Carmike stockholders	$ 0.14	$ 0.37	$ 0.00	$ 0.05

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Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 As Revised [Member]	Jun. 30, 2013 As Revised [Member]	Jun. 30, 2014 As Revised [Member] Eliminations [Member]	Jun. 30, 2013 As Revised [Member] Eliminations [Member]	Jun. 30, 2014 As Revised [Member] Carmike Cinemas, Inc. [Member]	Jun. 30, 2013 As Revised [Member] Carmike Cinemas, Inc. [Member]	Jun. 30, 2014 As Revised [Member] Guarantor Subsidiaries [Member]	Jun. 30, 2013 As Revised [Member] Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	$ 27,396	$ 31,889	$ 27,396	$ 31,889		$ 0	$ 546	$ 10,215	$ 26,850	$ 21,674
Cash flows from investing activities:
Purchases of property and equipment	21,582	13,691	(21,582)	13,691			(2,651)	3,444	(18,931)	10,247
Theatre acquisitions		(1,349)		(1,349)						(1,349)
Proceeds from sale of property and equipment	273	229	273	229			232	5	41	224
Intercompany receivable					(16,450)	(5,576)	16,450	5,576
Investment in unconsolidated affiliates			(5)						(5)
Other investing activities			(56)	280			(56)	280
Net cash provided by (used in) investing activities	(21,370)	(14,531)	(21,370)	(14,531)	(16,450)	(5,576)	13,975	2,417	(18,895)	(11,372)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations	(3,423)	(1,979)	(3,423)	(1,979)			(394)	(210)	(3,029)	(1,769)
Proceeds from sale of stock options	18		18				18
Purchase of treasury stock	(1,483)	(174)	(1,483)	(174)			(1,483)	(174)
Intercompany payable					16,450	5,576			(16,450)	(5,576)
Net cash used in financing activities	(4,888)	(2,153)	(4,888)	(2,153)	16,450	5,576	(1,859)	(384)	(19,479)	(7,345)
Increase in cash and cash equivalents	1,138	15,205	1,138	15,205			12,662	12,248	(11,524)	2,957
Cash and cash equivalents at beginning of period	143,867	68,531	143,867	68,531			99,153	49,093	44,714	19,438
Cash and cash equivalents at end of period	$ 145,005	$ 83,736	$ 145,005	$ 83,736			$ 111,815	$ 61,341	$ 33,190	$ 22,395

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 145,005	$ 143,867
Restricted cash	408	352
Accounts receivable	10,453	8,513
Inventories	3,736	3,691
Deferred income tax asset	3,996	3,838
Prepaid expenses and other current assets	15,065	14,645
Total current assets	178,663	174,906
Property and equipment:
Land	53,766	53,982
Buildings and building improvements	342,714	340,959
Leasehold improvements	170,350	164,075
Assets under capital leases	49,670	49,670
Equipment	264,458	253,890
Construction in progress	12,732	7,201
Total property and equipment	893,690	869,777
Accumulated depreciation and amortization	(425,245)	(402,022)
Property and equipment, net of accumulated depreciation	468,445	467,755
Goodwill	75,127	74,377
Intangible assets, net of accumulated amortization	906	957
Investments in unconsolidated affiliates (Note 10)	5,613	7,073
Deferred income tax asset	100,619	100,043
Other	19,504	19,510
Total assets	848,877	844,621
Current liabilities:
Accounts payable	44,020	43,321
Accrued expenses	47,584	42,579
Current maturities of capital leases and long-term financing obligations	8,602	6,870
Total current liabilities	100,206	92,770
Long-term liabilities:
Long-term debt	209,655	209,619
Capital leases and long-term financing obligations, less current maturities	233,920	238,763
Deferred revenue	31,248	31,827
Other	27,851	25,831
Total long-term liabilities	502,674	506,040
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued	0	0
Common Stock, $0.03 par value per share: 52,500,000 shares authorized, 23,550,892 shares issued and 23,035,821 shares outstanding at June 30, 2014, and 23,528,038 shares issued and 23,059,959 shares outstanding at December 31, 2013	702	698
Treasury stock, 515,071 and 468,079 shares at cost at June 30, 2014 and December 31, 2013, respectively	(13,397)	(11,914)
Paid-in capital	441,913	440,306
Accumulated deficit	(183,221)	(183,279)
Total stockholders' equity	245,997	245,811
Total liabilities and stockholders' equity	$ 848,877	$ 844,621

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Theatre Acquisitions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified			0 Months Ended	6 Months Ended	0 Months Ended	6 Months Ended	0 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Nov. 19, 2013 Muvico Entertainment, L.L.C [Member] Screens Entertainment_Complexes States	Jun. 30, 2014 Muvico Entertainment, L.L.C [Member]	Aug. 16, 2013 Cinemark USA, Inc. [Member] Theatre Screens	Jun. 30, 2014 Cinemark USA, Inc. [Member]	May 15, 2014 Digital Cinema Destinations Corp [Member] Theatre Screens	Jun. 30, 2014 Digital Cinema Destinations Corp [Member] Screens Theatre States
Business Acquisition [Line Items]
Number of theatres operates								21
Number of screens operates								206
Number of theatres located states			3					9
Number of theatres agreed to acquire							4
Number of screens agreed to acquire							33
Business combination exchange ratio							0.1775
Business combination exchange ratio after termination							0.1765
Number of pipeline theatre terminated							1
Number of entertainment complexes acquired			9
Business acquisition, Number of screens acquired			147		52
Date of assets acquisition				Nov. 19, 2013		Aug. 16, 2013
Business acquisition cash paid			$ 30,608		$ 10,500
Capital lease and financial obligation, assumed	233,920	238,763	19,101		5,431
Maximum amount of future reimbursement of fair value under contingent consideration	750		750
Non-cash consideration representing liabilities, total				23,069
Goodwill recognized	75,127	74,377	24,443
Goodwill amortization period			15 years
Goodwill changes during period				$ 0
Business acquisition, Number of theatres acquired					3

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Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

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 June 30, 2014 and December 31, 2013, the results of operations for the three and six month periods ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first six months of 2014.

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

Accounting Estimates

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

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update 2014-08 (“ASU 2014-08”), theatres in which the Company no longer had continuing involvement in the theatre operations and the cash flows had been eliminated were reported as discontinued operations when the Company no longer had operations in a given market. The results of operations for theatres that have been disposed of or classified as held for sale in prior periods have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. See Note 6—Discontinued Operations.

Impairment of Long-Lived Assets

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

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

Fair Value Measurements

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

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

See Note 11—Acquisitions for fair value of assets acquired.

Comprehensive Income

The Company has no other comprehensive income items.

Reclassifications

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

Recent Accounting Pronouncements

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

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

The Company periodically closes certain theatres due to an expiring lease, underperformance or the better opportunity to deploy invested capital, and classifies the operations and cash flows as discontinued operations when the Company no longer has operations in a given market. The operations and cash flows associated with these closed theatres are not significant to the Company’s consolidated statement of operations or cash flows. The Company has adopted this ASU for the three months ended June 30, 2014 and does not believe that the majority of future theatre closures will be classified as discontinued operations or will be considered individually significant components.

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

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.

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Equity Based Compensation - Summary of Option Activity for Stock Options With Market Condition Vesting (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Outstanding, Beginning Balance	607,500
Shares, Outstanding, Ending Balance	600,000	607,500
Shares, Exercisable	595,000
Shares, Expected to vest	4,977
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 8.88
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 8.65	$ 8.88
Weighted Average Exercise Price, Exercisable	$ 8.67
Weighted Average Exercise Price, Expected to vest	$ 6.23
Weighted Average Remaining Contractual Life (Yrs.), Outstanding	5 years 7 months 2 days	6 years 15 days
Weighted Average Remaining Contractual Life (Yrs.), Exercisable	5 years 6 months 26 days
Weighted Average Remaining Contractual Life (Yrs.), Expected to vest	7 years 1 month 2 days
Aggregate Intrinsic Value, Outstanding	$ 15,890
Aggregate Intrinsic Value, Exercisable	15,746
Aggregate Intrinsic Value, Expected to vest	143
Market Based Vesting Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Outstanding, Beginning Balance	100,000
Shares, Outstanding, Ending Balance	100,000	100,000
Shares, Exercisable	66,666
Shares, Expected to vest
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 25.95
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 25.95	$ 25.95
Weighted Average Exercise Price, Exercisable	$ 25.95
Weighted Average Exercise Price, Expected to vest
Weighted Average Remaining Contractual Life (Yrs.), Outstanding	2 years 9 months 15 days	3 years 3 months 11 days
Weighted Average Remaining Contractual Life (Yrs.), Exercisable	2 years 9 months 15 days
Weighted Average Remaining Contractual Life (Yrs.), Expected to vest
Aggregate Intrinsic Value, Outstanding	612
Aggregate Intrinsic Value, Exercisable	612
Aggregate Intrinsic Value, Expected to vest

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2014

Discontinued Operations And Disposal Groups [Abstract]

Summary of Activity for Discontinued Operations

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

	Three Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	—		$	948
Operating loss before income taxes	$	—		$	(60	)
Income tax benefit from discontinued operations		—			24
Gain on disposal, before income taxes		—			119
Income tax expense on disposal		—			(48	)
Income from discontinued operations	$	—		$	35
	Six Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	1		$	1,781
Operating loss before income taxes	$	(86	)	$	(280	)
Income tax benefit from discontinued operations		34			113
Gain on disposal, before income taxes		—			107
Income tax expense on disposal		—			(43	)
Loss from discontinued operations	$	(52	)	$	(103	)

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Equity Based Compensation - Summary of Activity for Restricted Stock Grants (Detail) (USD $)	6 Months Ended
	Jun. 30, 2014
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested [Roll Forward]
Shares, Nonvested, Beginning Balance	573,353
Shares, Granted	138,855
Shares, Vested	(123,437)
Shares, Nonvested, Ending Balance	588,771
Weighted Average Grant Date Fair Value, Nonvested, Beginning balance	$ 12.51
Weighted Average Grant Date Fair Value, Granted	$ 29.44
Weighted Average Grant Date Fair Value, Vested	$ 8.91
Weighted Average Grant Date Fair Value, Nonvested, Ending balance	$ 17.26

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Screenvision Exhibition, Inc. (Tables)

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Summary of Changes in Investments in Unconsolidated Affiliates and Deferred Revenue

A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the six months ended June 30, 2014 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco		(1,400	)
Balance at June 30, 2014	$	4,788
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment		(473	)
Amortization of Class C units		(106	)
Balance at June 30, 2014	$	32,405

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Impairment of Long-Lived Assets

6 Months Ended

Jun. 30, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Impairment of Long-Lived Assets

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

The Company did not record impairment charges for the three months ended June 30, 2014. For the six months ended June 30, 2014, the Company recorded impairment charges of $358. For the three and six months ended June 30, 2013, impairment charges aggregated to $133 and $325, respectively. The impairment charges for the six months ended June 30, 2014 and for the three and six months ended June 30, 2013 primarily resulted from the continued deterioration of previously impaired theatres.

The estimated aggregate fair value of the long-lived assets impaired during the six months ended June 30, 2014 was approximately $373. 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%.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Preferred Stock, par value	$ 1.00	$ 1.00
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value	$ 0.03	$ 0.03
Common Stock, shares authorized	52,500,000	52,500,000
Common Stock, shares issued	23,550,892	23,528,038
Common Stock, shares outstanding	23,035,821	23,059,959
Treasury stock, shares	515,071	468,079

XML

Lease Termination Charges

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Lease Termination Charges

NOTE 12—LEASE TERMINATION CHARGES

For the six months ended June 30, 2013, the Company recorded lease termination charges of $3,063 primarily related to the closure of an underperforming theatre prior to the end of its lease term. The remaining lease term of the theatre is approximately six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of June 30, 2014, the liability was $1,976. The current portion of the liability is included in accrued expenses and the long-term portion of the liability is included with other long-term liabilities in the accompanying consolidated balance sheets.

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

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Jul. 25, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Registrant Name	CARMIKE CINEMAS INC
Entity Central Index Key	0000799088
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		23,035,821

XML

Guarantor Subsidiaries

6 Months Ended

Jun. 30, 2014

Guarantees [Abstract]

Guarantor Subsidiaries

NOTE 13—GUARANTOR SUBSIDIARIES

In June 2012, the Company issued in a registered exchange offer $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019. The Senior Secured Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries (the “Guarantor Subsidiaries”): Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc., Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC, Carmike Motion Pictures Houston, LP.

Subsequent to the issuance of the June 30, 2013 consolidated financial statements, the Company determined it needed to revise its presentation with respect to the supplemental financial information included in this footnote. The revised presentation corrects errors identified in the allocation of interest expense, and the resulting income tax expense, between the Company and its Guarantor Subsidiaries on the consolidating statement of operations, as well as the impact of these revisions on the consolidating balance sheets and statements of cash flows. The Company had previously allocated interest expense between the Company and its Guarantor Subsidiaries while the related debt obligation was recognized only by the Company. These revisions relate solely to transactions between the Company and its subsidiaries and only impact the financial statements presented in this footnote. They do not affect the Company’s consolidated financial statements.

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

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

Parent Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	2,047		$	3,317	A	$	5,364
Equity in earnings of subsidiaries	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income before income tax and income from unconsolidated affiliates	$	8,440		$	(1,056	)	$	7,384
Income tax expense	$	2,016		$	(1,078	) A	$	938
Income from continuing operations	$	6,677		$	22		$	6,699
Net income	$	6,677		$	—		$	6,677
Guarantor Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	10,299		$	(3,317	) A	$	6,982
Equity in loss of subsidiaries	$	—		$	—		$	—
Income before income tax and income from unconsolidated affiliates	$	6,971		$	3,343		$	10,314
Income tax expense	$	2,739		$	1,096	A	$	3,835
Income from continuing operations	$	4,331		$	2,247		$	6,578
Net income	$	4,392		$	2,243		$	6,635
Eliminations Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in loss of subsidiaries	$	4,392		$	2,243		$	6,635
Income before income tax and income from unconsolidated affiliates	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income tax expense	$	—		$	—		$	—
Income from continuing operations	$	(4,392	)	$	(2,243	)	$	(6,635	)
Net income	$	(4,392	)	$	(2,243	)	$	(6,635	)

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	4,072		$	6,638	A	$	10,710
Equity in loss (earnings) of subsidiaries	$	409		$	(3,911	)	$	(3,502	)
Income before income tax and income from unconsolidated affiliates	$	2,737		$	(2,670	)	$	67
Income tax expense (benefit)	$	1,009		$	(2,726	) A	$	(1,717	)
Income from continuing operations	$	893		$	56		$	949
Net income	$	894		$	—		$	894
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	20,573		$	(6,638	) A	$	13,935
Equity in loss of subsidiaries	$	—		$	—		$	—
(Loss) income before income tax and income from unconsolidated affiliates	$	(1,119	)	$	6,734		$	5,615
Income tax (benefit) expense	$	(550	)	$	2,787	A	$	2,237
(Loss) income from continuing operations	$	(397	)	$	3,947		$	3,550
Net (loss) income	$	(409	)	$	3,911		$	3,502
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in earnings of subsidiaries	$	(409	)	$	3,911		$	3,502
Income before income tax and income from unconsolidated affiliates	$	409		$	(3,911	)	$	(3,502	)
Income tax expense	$	—		$	—		$	—
Income (loss) from continuing operations	$	409		$	(3,911	)	$	(3,502	)
Net income	$	409		$	(3,911	)	$	(3,502	)

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

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	16,853		$	(6,638	)	$	10,215
Cash flows from investing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash (used in) provided by investing activities	$	(3,159	)	$	5,576		$	2,417
Cash flows from financing activities: Intercompany	$	5,576		$	(5,576	) B,C	$	—
Net cash provided by (used in) financing activities	$	5,192		$	(5,576	)	$	(384	)
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	15,036		$	6,638		$	21,674
Cash flows from investing activities: Intercompany	$	—		$	—	B,C	$	—
Net cash used in investing activities	$	(11,372	)	$	—		$	(11,372	)
Cash flows from financing activities: Intercompany	$	(5,576	)	$	—	B,C	$	(5,576	)
Net cash used in financing activities	$	(7,345	)	$	—		$	(7,345	)
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	—		$	—		$	—
Cash flows from investing activities: Intercompany	$	—		$	(5,576	) B,C	$	(5,576	)
Net cash used in investing activities	$	—		$	(5,576	)	$	(5,576	)
Cash flows from financing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash provided by financing activities	$	—		$	5,576		$	5,576

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

CONDENSED CONSOLIDATING BALANCE SHEET

	As of June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	111,815		$	33,190		$	—		$	145,005
Restricted cash		408			—			—			408
Accounts receivable		9,581			6,114			(5,242	)		10,453
Inventories		769			2,967			—			3,736
Deferred income tax asset		4,693			—			(697	)		3,996
Prepaid expenses and other current assets		25,374			9,539			(19,848	)		15,065
Total current assets		152,640			51,810			(25,787	)		178,663
Property and equipment:
Land		11,864			41,902			—			53,766
Buildings and building improvements		48,163			294,551			—			342,714
Leasehold improvements		22,620			147,730			—			170,350
Assets under capital leases		8,675			40,995			—			49,670
Equipment		71,422			193,036			—			264,458
Construction in progress		7,444			5,288			—			12,732
Total property and equipment		170,188			723,502			—			893,690
Accumulated depreciation and amortization		(89,154	)		(336,091	)		—			(425,245	)
Property and equipment, net of accumulated depreciation		81,034			387,411			—			468,445
Intercompany receivables		95,776			—			(95,776	)		—
Investments in subsidiaries		178,736			—			(178,736	)		—
Goodwill		7,662			67,465			—			75,127
Intangible assets, net of accumulated amortization		—			906			—			906
Investments in unconsolidated affiliates		4,788			825			—			5,613
Deferred income tax asset		57,237			43,382			—			100,619
Other		12,220			7,284			—			19,504
Total assets	$	590,093		$	559,083		$	(300,299	)	$	848,877
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	38,466		$	10,796		$	(5,242	)	$	44,020
Accrued expenses		26,002			42,127			(20,545	)		47,584
Current maturities of capital leases and long-term financing obligations		979			7,623			—			8,602
Total current liabilities		65,447			60,546			(25,787	)		100,206
Long-term liabilities:
Long-term debt		209,655			—			—			209,655
Capital leases and long-term financing obligations, less current maturities		32,021			201,899			—			233,920
Intercompany liabilities		—			95,776			(95,776	)		—
Deferred revenue		31,248			—			—			31,248
Other		5,725			22,126			—			27,851
Total long-term liabilities		278,649			319,801			(95,776	)		502,674
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		702			1			(1	)		702
Treasury stock		(13,397	)		—			—			(13,397	)
Paid-in capital		441,913			260,013			(260,013	)		441,913
Accumulated deficit		(183,221	)		(81,278	)		81,278			(183,221	)
Total stockholders’ equity		245,997			178,736			(178,736	)		245,997
Total liabilities and stockholders’ equity	$	590,093		$	559,083		$	(300,299	)	$	848,877

CONDENSED CONSOLIDATING BALANCE SHEET

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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	16,636		$	98,480	$	—		$	115,116
Concessions and other		19,458			57,426		(9,013	)		67,871
Total operating revenues		36,094			155,906		(9,013	)		182,987
Operating costs and expenses:
Film exhibition costs		9,365			55,069		—			64,434
Concession costs		1,206			6,771		—			7,977
Salaries and benefits		3,892			19,595		—			23,487
Theatre occupancy costs		3,095			17,859		—			20,954
Other theatre operating costs		5,689			31,869		(9,013	)		28,545
General and administrative expenses		5,824			704		—			6,528
Depreciation and amortization		2,195			9,732		—			11,927
Loss on sale of property and equipment		383			12		—			395
Impairment of long-lived assets		—			—		—			—
Total operating costs and expenses		31,649			141,611		(9,013	)		164,247
Operating income		4,445			14,295		—			18,740
Interest expense		5,513			7,487		—			13,000
Equity in earnings of subsidiaries		(4,187	)		—		4,187			—
Income before income tax and (loss) income from unconsolidated affiliates		3,119			6,808		(4,187	)		5,740
Income tax (benefit) expense		(342	)		2,734		—			2,392
(Loss) income from unconsolidated affiliates		(239	)		113		—			(126	)
Net income	$	3,222		$	4,187	$	(4,187	)	$	3,222

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	14,615		$	92,652		$	—		$	107,267
Concessions and other		17,464			53,346			(8,552	)		62,258
Total operating revenues		32,079			145,998			(8,552	)		169,525
Operating costs and expenses:
Film exhibition costs		8,112			52,720			—			60,832
Concession costs		1,124			6,559			—			7,683
Salaries and benefits		3,221			18,078			—			21,299
Theatre occupancy costs		1,729			14,293			—			16,022
Other theatre operating costs		4,463			28,001			(8,552	)		23,912
General and administrative expenses		5,425			607			—			6,032
Depreciation and amortization		1,869			8,355			—			10,224
Gain on sale of property and equipment		—			(21	)		—			(21	)
Impairment of long-lived assets		23			110			—			133
Total operating costs and expenses		25,966			128,702			(8,552	)		146,116
Operating income		6,113			17,296			—			23,409
Interest expense		5,364			6,982			—			12,346
Equity in earnings of subsidiaries		(6,635	)		—			6,635			—
Income before income tax and income from unconsolidated affiliates		7,384			10,314			(6,635	)		11,063
Income tax expense		938			3,835			—			4,773
Income from unconsolidated affiliates		253			99			—			352
Income from continuing operations		6,699			6,578			(6,635	)		6,642
(Loss) income from discontinued operations		(22	)		57			—			35
Net income	$	6,677		$	6,635		$	(6,635	)	$	6,677

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	30,873		$	181,814		$	—		$	212,687
Concessions and other		36,920			109,072			(16,769	)		129,223
Total operating revenues		67,793			290,886			(16,769	)		341,910
Operating costs and expenses:
Film exhibition costs		17,155			100,168			—			117,323
Concession costs		2,382			12,714			—			15,096
Salaries and benefits		7,519			37,502			—			45,021
Theatre occupancy costs		6,255			35,060			—			41,315
Other theatre operating costs		11,829			62,867			(16,769	)		57,927
General and administrative expenses		12,669			1,357			—			14,026
Depreciation and amortization		4,388			19,310			—			23,698
Loss (gain) on sale of property and equipment		376			(48	)		—			328
Impairment of long-lived assets		3			355			—			358
Total operating costs and expenses		62,576			269,285			(16,769	)		315,092
Operating income		5,217			21,601			—			26,818
Interest expense		11,028			15,088			—			26,116
Equity in earnings of subsidiaries		(3,932	)		—			3,932			—
(Loss) income before income tax and (loss) income from unconsolidated affiliates		(1,879	)		6,513			(3,932	)		702
Income tax (benefit) expense		(2,358	)		2,740			—			382
(Loss) income from unconsolidated affiliates		(418	)		208			—			(210	)
Income from continuing operations		61			3,981			(3,932	)		110
Loss from discontinued operations		(3	)		(49	)		—			(52	)
Net income	$	58		$	3,932		$	(3,932	)	$	58

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	25,764		$	162,558		$	—		$	188,322
Concessions and other		31,370			94,139			(15,023	)		110,486
Total operating revenues		57,134			256,697			(15,023	)		298,808
Operating costs and expenses:
Film exhibition costs		14,096			89,752			—			103,848
Concession costs		2,015			11,596			—			13,611
Salaries and benefits		6,108			33,555			—			39,663
Theatre occupancy costs		3,360			27,876			—			31,236
Other theatre operating costs		9,654			53,075			(15,023	)		47,706
General and administrative expenses		10,854			1,193			—			12,047
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		3,745			16,680			—			20,425
Loss on sale of property and equipment		4			55			—			59
Impairment of long-lived assets		23			302			—			325
Total operating costs and expenses		49,859			237,147			(15,023	)		271,983
Operating income		7,275			19,550			—			26,825
Interest expense		10,710			13,935			—			24,645
Equity in earnings of subsidiaries		(3,502	)		—			3,502			—
Income before income tax and (loss) income from unconsolidated affiliates		67			5,615			(3,502	)		2,180
Income tax (benefit) expense		(1,717	)		2,237			—			520
(Loss) income from unconsolidated affiliates		(835	)		172			—			(663	)
Income from continuing operations		949			3,550			(3,502	)		997
Loss from discontinued operations		(55	)		(48	)		—			(103	)
Net income	$	894		$	3,502		$	(3,502	)	$	894

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	546		$	26,850		$	—		$	27,396
Cash flows from investing activities:
Purchases of property and equipment		(2,651	)		(18,931	)		—			(21,582	)
Proceeds from sale of property and equipment		232			41			—			273
Intercompany receivable		16,450			—			(16,450	)		—
Investment in unconsolidated affiliates		—			(5	)		—			(5	)
Other investing activities		(56	)		—			—			(56	)
Net cash provided by (used in) investing activities		13,975			(18,895	)		(16,450	)		(21,370	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(394	)		(3,029	)		—			(3,423	)
Proceeds from sale of stock options		18			—			—			18
Purchase of treasury stock		(1,483	)		—			—			(1,483	)
Intercompany payable		—			(16,450	)		16,450			—
Net cash used in financing activities		(1,859	)		(19,479	)		16,450			(4,888	)
Increase in cash and cash equivalents		12,662			(11,524	)		—			1,138
Cash and cash equivalents at beginning of period		99,153			44,714			—			143,867
Cash and cash equivalents at end of period	$	111,815		$	33,190		$	—		$	145,005

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	10,215		$	21,674		$	—		$	31,889
Cash flows from investing activities:
Purchases of property and equipment		(3,444	)		(10,247	)		—			(13,691	)
Theatre acquistions		—			(1,349	)		—			(1,349	)
Proceeds from sale of property and equipment		5			224			—			229
Intercompany receivable		5,576			—			(5,576	)		—
Other investing activities		280			—			—			280
Net cash provided by (used in) investing activities		2,417			(11,372	)		(5,576	)		(14,531	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(210	)		(1,769	)		—			(1,979	)
Purchase of treasury stock		(174	)		—			—			(174	)
Intercompany payable		—			(5,576	)		5,576			—
Net cash used in financing activities		(384	)		(7,345	)		5,576			(2,153	)
Increase in cash and cash equivalents		12,248			2,957			—			15,205
Cash and cash equivalents at beginning of period		49,093			19,438			—			68,531
Cash and cash equivalents at end of period	$	61,341		$	22,395		$	—		$	83,736

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues:
Admissions	$ 115,116	$ 107,267	$ 212,687	$ 188,322
Concessions and other	67,871	62,258	129,223	110,486
Total operating revenues	182,987	169,525	341,910	298,808
Operating costs and expenses:
Film exhibition costs	64,434	60,832	117,323	103,848
Concession costs	7,977	7,683	15,096	13,611
Salaries and benefits	23,487	21,299	45,021	39,663
Theatre occupancy costs	20,954	16,022	41,315	31,236
Other theatre operating costs	28,545	23,912	57,927	47,706
General and administrative expenses	6,528	6,032	14,026	12,047
Lease termination charges (Note 12)				3,063
Depreciation and amortization	11,927	10,224	23,698	20,425
Loss (gain) on sale of property and equipment	395	(21)	328	59
Impairment of long-lived assets		133	358	325
Total operating costs and expenses	164,247	146,116	315,092	271,983
Operating income	18,740	23,409	26,818	26,825
Interest expense	13,000	12,346	26,116	24,645
Income before income tax and (loss) income from unconsolidated affiliates	5,740	11,063	702	2,180
Income tax expense (Note 4)	2,392	4,773	382	520
(Loss) income from unconsolidated affiliates (Note 10)	(126)	352	(210)	(663)
Income from continuing operations	3,222	6,642	110	997
Income (loss) from discontinued operations (Note 6)		35	(52)	(103)
Net income	$ 3,222	$ 6,677	$ 58	$ 894
Weighted average shares outstanding:
Basic	22,872	17,598	22,847	17,573
Diluted	23,483	18,068	23,463	18,033
Net income per common share (Basic):
Income from continuing operations	$ 0.14	$ 0.38	$ 0.00	$ 0.06
Loss from discontinued operations, net of tax	$ 0.00		$ 0.00	$ (0.01)
Net income	$ 0.14	$ 0.38	$ 0.00	$ 0.05
Net income per common share (Diluted):
Income from continuing operations	$ 0.14	$ 0.37	$ 0.00	$ 0.06
Loss from discontinued operations, net of tax	$ 0.00		$ 0.00	$ (0.01)
Net income	$ 0.14	$ 0.37	$ 0.00	$ 0.05

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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Discontinued Operations

6 Months Ended

Jun. 30, 2014

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

NOTE 6—DISCONTINUED OPERATIONS

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

All activity during the three and six months ended June 30, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

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

	Three Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	—		$	948
Operating loss before income taxes	$	—		$	(60	)
Income tax benefit from discontinued operations		—			24
Gain on disposal, before income taxes		—			119
Income tax expense on disposal		—			(48	)
Income from discontinued operations	$	—		$	35
	Six Months Ended June 30,
	2014			2013
Revenue from discontinued operations	$	1		$	1,781
Operating loss before income taxes	$	(86	)	$	(280	)
Income tax benefit from discontinued operations		34			113
Gain on disposal, before income taxes		—			107
Income tax expense on disposal		—			(43	)
Loss from discontinued operations	$	(52	)	$	(103	)

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Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Summary of Basic Net Income Per Common Share

Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 7 and 28,123 for the three months ended June 30, 2014 and 2013, respectively, and common stock equivalents totaling 201 and 32,967 for the six months ended June 30, 2014 and 2013, respectively, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Numerator:
Numerator for basic earnings per share:
Net income	$	3,222	$	6,677	$	58	$	894
Denominator (shares in thousands):
Denominator for basic earnings per share:
Weighted average shares		22,872		17,598		22,847		17,573
Effect of dilutive shares:
Restricted stock awards		279		209		291		205
Stock options		332		261		326		255
Dilutive potential common shares		611		470		616		460
Denominator for diluted earnings per share:
Adjusted weighted average shares		23,483		18,068		23,463		18,033
Basic income per share attributable to Carmike stockholders	$	0.14	$	0.38	$	0.00	$	0.05
Diluted income per share attributable to Carmike stockholders	$	0.14	$	0.37	$	0.00	$	0.05

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Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

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 June 30, 2014 and December 31, 2013, the results of operations for the three and six month periods ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. That report includes a summary of the Company’s critical accounting policies. There have been no material changes in the Company’s accounting policies during the first six months of 2014.

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

Accounting Estimates

Accounting Estimates

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

Discontinued Operations

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update 2014-08 (“ASU 2014-08”), theatres in which the Company no longer had continuing involvement in the theatre operations and the cash flows had been eliminated were reported as discontinued operations when the Company no longer had operations in a given market. The results of operations for theatres that have been disposed of or classified as held for sale in prior periods have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. See Note 6—Discontinued Operations.

Impairment of Long-Lived Assets

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.

Fair Value Measurements

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

Comprehensive Income

The Company has no other comprehensive income items.

Reclassifications

Reclassifications

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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

The Company periodically closes certain theatres due to an expiring lease, underperformance or the better opportunity to deploy invested capital, and classifies the operations and cash flows as discontinued operations when the Company no longer has operations in a given market. The operations and cash flows associated with these closed theatres are not significant to the Company’s consolidated statement of operations or cash flows. The Company has adopted this ASU for the three months ended June 30, 2014 and does not believe that the majority of future theatre closures will be classified as discontinued operations or will be considered individually significant components.

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

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.

Exit or Disposal Cost Obligations

In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of June 30, 2014, the liability was $1,976. The current portion of the liability is included in accrued expenses and the long-term portion of the liability is included with other long-term liabilities in the accompanying consolidated balance sheets.

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Investments in Unconsolidated Affiliates

6 Months Ended

Jun. 30, 2014

Equity Method Investments And Joint Ventures [Abstract]

Investments in Unconsolidated Affiliates

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 June 30,
	2014
Assets:
Current assets	$	44,207
Noncurrent assets		134,602
Total assets	$	178,809
Liabilities:
Current liabilities	$	38,917
Noncurrent liabilities		69,498
Total liabilities	$	108,415

	Three Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	36,243		$	40,946
Operating loss	$	(5,609	)	$	(1,253	)
Loss from continuing operations	$	(3,592	)	$	(1,145	)
Net loss	$	(3,592	)	$	(1,145	)
	Six Months Ended
	June 30, 2014			June 30, 2013
Results of operations:
Revenue	$	67,718		$	58,734
Operating loss	$	(13,429	)	$	(15,767	)
Loss from continuing operations	$	(8,675	)	$	(10,498	)
Net loss	$	(8,675	)	$	(10,498	)

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

	June 30,
Loss from unconsolidated affiliates	2014			2013
Loss from unconsolidated affiliates	$	(1,192	)	$	(1,457	)
Elimination of intercompany revenue		982			794
Loss from unconsolidated affiliates	$	(210	)	$	(663	)

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Net Income Per Share

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Net Income Per Share

NOTE 8—NET INCOME PER SHARE

Basic net income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. Common stock equivalents totaling 7 and 28,123 for the three months ended June 30, 2014 and 2013, respectively, and common stock equivalents totaling 201 and 32,967 for the six months ended June 30, 2014 and 2013, respectively, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Numerator:
Numerator for basic earnings per share:
Net income	$	3,222	$	6,677	$	58	$	894
Denominator (shares in thousands):
Denominator for basic earnings per share:
Weighted average shares		22,872		17,598		22,847		17,573
Effect of dilutive shares:
Restricted stock awards		279		209		291		205
Stock options		332		261		326		255
Dilutive potential common shares		611		470		616		460
Denominator for diluted earnings per share:
Adjusted weighted average shares		23,483		18,068		23,463		18,033
Basic income per share attributable to Carmike stockholders	$	0.14	$	0.38	$	0.00	$	0.05
Diluted income per share attributable to Carmike stockholders	$	0.14	$	0.37	$	0.00	$	0.05

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Screenvision Exhibition, Inc.

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Screenvision Exhibition, Inc.

NOTE 9—SCREENVISION EXHIBITION, INC.

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

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

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

As of June 30, 2014, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of June 30, 2014, the carrying value of the Company’s ownership interest in SV Holdco is $4,788 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 June 30, 2014.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of June 30, 2014 and December 31, 2013.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,800 and $2,500 for the three months ended June 30, 2014 and 2013, respectively, and approximately $5,600 and $4,500 for the six months ended June 30, 2014 and 2013, respectively. The Company reclassifies certain amounts from Screenvision included in concessions and other revenue to earnings from unconsolidated affiliates. The amount reclassified is based on the Company’s non-forfeitable ownership percentage of SV Holdco membership units, represents an intercompany gain to the Company and totaled $491 and $440 for the three months ended June 30, 2014 and 2013, respectively, and $982 and $794 for the six months ended June 30, 2014 and 2013, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $2,316 and $2,375 at June 30, 2014 and December 31, 2013, respectively.

A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the six months ended June 30, 2014 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco		(1,400	)
Balance at June 30, 2014	$	4,788
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment		(473	)
Amortization of Class C units		(106	)
Balance at June 30, 2014	$	32,405

On May 5, 2014, National CineMedia, Inc. (“NCM”) entered into a definitive merger agreement with Screenvision, a subsidiary of SV Holdco, pursuant to which NCM will acquire Screenvision for $225,000 in cash and $150,000 of NCM’s common stock. The Company believes that this transaction, if consummated, will result in a gain on its investment in SV Holdco but is currently unable to estimate the impact of this transaction on its condensed consolidated financial statements. The closing of the transaction is subject to customary conditions and there can be no assurance the transaction will be completed.

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Theatre Acquisitions

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

Theatre Acquisitions

NOTE 11—THEATRE ACQUISITIONS

On May 15, 2014, the Company entered into a definitive merger agreement with Digital Cinema Destinations Corp. (“Digiplex”) for the acquisition of Digiplex by the Company. Digiplex currently operates 21 theatres and 206 screens located in 9 states. Digiplex has also entered into agreements to acquire an additional 4 theatres and 33 screens (“pipeline theatres”). Upon completion of the merger, each issued and outstanding share of Digiplex Class A common stock and Class B common stock, except for any shares owned by the Company, Digiplex or any of their respective subsidiaries, will be converted into the right to receive 0.1775 shares of the Company’s common stock, referred to as the “exchange ratio.” The exchange ratio is subject to potential reductions depending on the ability of Digiplex to complete the acquisition of each pipeline theatre. The transaction for one pipeline theatre has been terminated and the exchange ratio, as adjusted, is currently 0.1765. The merger is expected to close in the third quarter of 2014.

On November 19, 2013, the Company completed its acquisition of 9 entertainment complexes and 147 screens in three U.S. states pursuant to the terms of the Membership Interest Purchase Agreement with Muvico Entertainment, L.L.C. (“Muvico”). The acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $30,608 in cash and the assumption of lease-related financing obligations of approximately $19,101. The purchase price was paid using cash on hand. In addition, the Company incurred contingent liabilities associated with the purchase. The fair value of this contingent consideration as of the acquisition date, which represents the maximum amount of future reimbursement, is $750. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820.

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

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

The total non-cash consideration representing liabilities assumed in the Muvico transaction was $23,069.

The fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $24,443 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is deductible for tax purposes over 15 years. As of June 30, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Muvico.

On August 16, 2013, the Company completed its acquisition of three theatres and 52 screens from Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc. for $10,500 in cash and the assumption of lease-related financing obligations in the amount of $5,431. The results of operations of these theatres were not significant to the Company’s consolidated statements of operations. Acquisition costs associated with this purchase were not material.

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Equity Based Compensation - Summary of Option Activity for Stock Options (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward]
Shares, Outstanding, Beginning Balance	607,500
Shares, Exercised	(2,500)
Shares, Expired	(5,000)
Shares, Outstanding, Ending Balance	600,000	607,500
Shares, Exercisable	595,000
Shares, Expected to vest	4,977
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 8.88
Weighted Average Exercise Price, Exercised	$ 7.34
Weighted Average Exercise Price, Expired	$ 37.46
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 8.65	$ 8.88
Weighted Average Exercise Price, Exercisable	$ 8.67
Weighted Average Exercise Price, Expected to vest	$ 6.23
Weighted Average Remaining Contractual Life (Yrs.), Outstanding	5 years 7 months 2 days	6 years 15 days
Weighted Average Remaining Contractual Life (Yrs.), Exercisable	5 years 6 months 26 days
Weighted Average Remaining Contractual Life (Yrs.), Expected to vest	7 years 1 month 2 days
Aggregate Intrinsic Value, Exercised	$ 70
Aggregate Intrinsic Value, Outstanding	15,890
Aggregate Intrinsic Value, Exercisable	15,746
Aggregate Intrinsic Value, Expected to vest	$ 143

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Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 145,005	$ 143,867	$ 83,736	$ 68,531
Restricted cash	408	352
Accounts receivable	10,453	8,513
Inventories	3,736	3,691
Deferred income tax asset	3,996	3,838
Prepaid expenses and other current assets	15,065	14,645
Total current assets	178,663	174,906
Property and equipment:
Land	53,766	53,982
Buildings and building improvements	342,714	340,959
Leasehold improvements	170,350	164,075
Assets under capital leases	49,670	49,670
Equipment	264,458	253,890
Construction in progress	12,732	7,201
Total property and equipment	893,690	869,777
Accumulated depreciation and amortization	(425,245)	(402,022)
Property and equipment, net of accumulated depreciation	468,445	467,755
Intercompany receivables	0
Investments in subsidiaries	0
Goodwill	75,127	74,377
Intangible assets, net of accumulated amortization	906	957
Investments in unconsolidated affiliates	5,613	7,073
Deferred income tax asset	100,619	100,043
Other	19,504	19,510
Total assets	848,877	844,621
Current liabilities:
Accounts payable	44,020	43,321
Accrued expenses	47,584	42,579
Current maturities of capital leases and long-term financing obligations	8,602	6,870
Total current liabilities	100,206	92,770
Long-term liabilities:
Long-term debt	209,655	209,619
Capital leases and long-term financing obligations, less current maturities	233,920	238,763
Intercompany liabilities	0
Deferred revenue	31,248	31,827
Other	27,851	25,831
Total long-term liabilities	502,674	506,040
Stockholders' equity:
Preferred stock	0	0
Common stock	702	698
Treasury stock	(13,397)	(11,914)
Paid-in capital	441,913	440,306
Accumulated deficit	(183,221)	(183,279)
Total stockholders' equity	245,997	245,811
Total liabilities and stockholders' equity	848,877	844,621
Carmike Cinemas, Inc. [Member]
Current assets:
Cash and cash equivalents	111,815	99,153
Restricted cash	408	352
Accounts receivable	9,581	7,282
Inventories	769	766
Deferred income tax asset	4,693	4,162
Prepaid expenses and other current assets	25,374	9,071
Total current assets	152,640	120,786
Property and equipment:
Land	11,864	12,080
Buildings and building improvements	48,163	48,104
Leasehold improvements	22,620	22,040
Assets under capital leases	8,675	8,675
Equipment	71,422	70,045
Construction in progress	7,444	3,613
Total property and equipment	170,188	164,557
Accumulated depreciation and amortization	(89,154)	(84,861)
Property and equipment, net of accumulated depreciation	81,034	79,696
Intercompany receivables	95,776	112,209
Investments in subsidiaries	178,736	175,042
Goodwill	7,662	6,912
Intangible assets, net of accumulated amortization	0
Investments in unconsolidated affiliates	4,788	6,188
Deferred income tax asset	57,237	56,858
Other	12,220	12,922
Total assets	590,093	570,613
Current liabilities:
Accounts payable	38,466	34,766
Accrued expenses	26,002	9,731
Current maturities of capital leases and long-term financing obligations	979	836
Total current liabilities	65,447	45,333
Long-term liabilities:
Long-term debt	209,655	209,619
Capital leases and long-term financing obligations, less current maturities	32,021	32,497
Intercompany liabilities	0
Deferred revenue	31,248	31,827
Other	5,725	5,526
Total long-term liabilities	278,649	279,469
Stockholders' equity:
Preferred stock	0	0
Common stock	702	698
Treasury stock	(13,397)	(11,914)
Paid-in capital	441,913	440,306
Accumulated deficit	(183,221)	(183,279)
Total stockholders' equity	245,997	245,811
Total liabilities and stockholders' equity	590,093	570,613
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	33,190	44,714
Restricted cash	0
Accounts receivable	6,114	9,138
Inventories	2,967	2,925
Deferred income tax asset	0
Prepaid expenses and other current assets	9,539	9,314
Total current assets	51,810	66,091
Property and equipment:
Land	41,902	41,902
Buildings and building improvements	294,551	292,855
Leasehold improvements	147,730	142,035
Assets under capital leases	40,995	40,995
Equipment	193,036	183,845
Construction in progress	5,288	3,588
Total property and equipment	723,502	705,220
Accumulated depreciation and amortization	(336,091)	(317,161)
Property and equipment, net of accumulated depreciation	387,411	388,059
Intercompany receivables	0
Investments in subsidiaries	0
Goodwill	67,465	67,465
Intangible assets, net of accumulated amortization	906	957
Investments in unconsolidated affiliates	825	885
Deferred income tax asset	43,382	43,185
Other	7,284	6,588
Total assets	559,083	573,230
Current liabilities:
Accounts payable	10,796	16,462
Accrued expenses	42,127	36,912
Current maturities of capital leases and long-term financing obligations	7,623	6,034
Total current liabilities	60,546	59,408
Long-term liabilities:
Long-term debt	0
Capital leases and long-term financing obligations, less current maturities	201,899	206,266
Intercompany liabilities	95,776	112,209
Deferred revenue	0
Other	22,126	20,305
Total long-term liabilities	319,801	338,780
Stockholders' equity:
Preferred stock	0	0
Common stock	1	1
Treasury stock	0
Paid-in capital	260,013	260,013
Accumulated deficit	(81,278)	(84,972)
Total stockholders' equity	178,736	175,042
Total liabilities and stockholders' equity	559,083	573,230
Eliminations [Member]
Current assets:
Cash and cash equivalents	0
Restricted cash	0
Accounts receivable	(5,242)	(7,907)
Inventories	0
Deferred income tax asset	(697)	(324)
Prepaid expenses and other current assets	(19,848)	(3,740)
Total current assets	(25,787)	(11,971)
Property and equipment:
Land	0
Buildings and building improvements	0
Leasehold improvements	0
Assets under capital leases	0
Equipment	0
Construction in progress	0
Total property and equipment	0
Accumulated depreciation and amortization	0
Property and equipment, net of accumulated depreciation	0
Intercompany receivables	(95,776)	(112,209)
Investments in subsidiaries	(178,736)	(175,042)
Goodwill	0
Intangible assets, net of accumulated amortization	0
Investments in unconsolidated affiliates	0
Deferred income tax asset	0
Other	0
Total assets	(300,299)	(299,222)
Current liabilities:
Accounts payable	(5,242)	(7,907)
Accrued expenses	(20,545)	(4,064)
Current maturities of capital leases and long-term financing obligations	0
Total current liabilities	(25,787)	(11,971)
Long-term liabilities:
Long-term debt	0
Capital leases and long-term financing obligations, less current maturities	0
Intercompany liabilities	(95,776)	(112,209)
Deferred revenue	0
Other	0
Total long-term liabilities	(95,776)	(112,209)
Stockholders' equity:
Preferred stock	0	0
Common stock	(1)	(1)
Treasury stock	0
Paid-in capital	(260,013)	(260,013)
Accumulated deficit	81,278	84,972
Total stockholders' equity	(178,736)	(175,042)
Total liabilities and stockholders' equity	$ (300,299)	$ (299,222)

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Equity Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Summary of Option Activity for Stock Options

The following table sets forth the summary of option activity for stock options with service vesting conditions as of June 30, 2014:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		607,500		$	8.88		6.04
Granted		—		$	—
Exercised		(2,500	)	$	7.34				70
Expired		(5,000	)	$	37.46
Forfeited		—		$	—
Outstanding at June 30, 2014		600,000		$	8.65		5.59	$	15,890
Exercisable on June 30, 2014		595,000		$	8.67		5.57	$	15,746
Expected to vest June 30, 2014		4,977		$	6.23		7.09	$	143

Summary of Activity for Restricted Stock Grants

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

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014		573,353		$	12.51
Granted		138,855		$	29.44
Vested		(123,437	)	$	8.91
Forfeited		—		$	—
Nonvested at June 30, 2014		588,771		$	17.26

Market Based Vesting Conditions [Member]

Summary of Option Activity for Stock Options

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

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2014		100,000	$	25.95		3.28	$	—
Forfeited		—
Outstanding at June 30, 2014		100,000	$	25.95		2.79	$	612
Exercisable on June 30, 2014		66,666	$	25.95		2.79	$	612
Expected to vest June 30, 2014		—	$	—		—	$	—

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Theatre Acquisitions (Tables) (Muvico Entertainment, L.L.C [Member])

6 Months Ended

Jun. 30, 2014

Muvico Entertainment, L.L.C [Member]

Summary of the Preliminary Purchase Price and Purchase Price Allocation Based on Fair Value of Net Assets Acquired

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

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

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Guarantor Subsidiaries - Reconciliation of the Amounts Previously Reported "As Revised" Stated Consolidating Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Income Statements, Captions [Line Items]
Interest expense	$ 13,000	$ 12,346	$ 26,116	$ 24,645
Equity in earnings of subsidiaries	0		0
(Loss) income before income tax and income from unconsolidated affiliates	5,740	11,063	702	2,180
Income tax (benefit) expense	2,392	4,773	382	520
(Loss) income from continuing operations	3,222	6,642	110	997
Net (loss) income	3,222	6,677	58	894
Carmike Cinemas, Inc. [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense	5,513	5,364	11,028
Equity in earnings of subsidiaries	(4,187)	(6,635)	(3,932)
(Loss) income before income tax and income from unconsolidated affiliates	3,119	7,384	(1,879)
Income tax (benefit) expense	(342)	938	(2,358)
(Loss) income from continuing operations		6,699	61
Net (loss) income	3,222	6,677	58
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense	7,487	6,982	15,088
Equity in earnings of subsidiaries
(Loss) income before income tax and income from unconsolidated affiliates	6,808	10,314	6,513
Income tax (benefit) expense	2,734	3,835	2,740
(Loss) income from continuing operations		6,578	3,981
Net (loss) income	4,187	6,635	3,932
Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Equity in earnings of subsidiaries	4,187	6,635	3,932
(Loss) income before income tax and income from unconsolidated affiliates	(4,187)	(6,635)	(3,932)
(Loss) income from continuing operations		(6,635)	(3,932)
Net (loss) income	(4,187)	(6,635)	(3,932)
As Previously Reported [Member] | Carmike Cinemas, Inc. [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		2,047		4,072
Equity in earnings of subsidiaries		(4,392)		409
(Loss) income before income tax and income from unconsolidated affiliates		8,440		2,737
Income tax (benefit) expense		2,016		1,009
(Loss) income from continuing operations		6,677		893
Net (loss) income		6,677		894
As Previously Reported [Member] | Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		10,299		20,573
Equity in earnings of subsidiaries
(Loss) income before income tax and income from unconsolidated affiliates		6,971		(1,119)
Income tax (benefit) expense		2,739		(550)
(Loss) income from continuing operations		4,331		(397)
Net (loss) income		4,392		(409)
As Previously Reported [Member] | Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense
Equity in earnings of subsidiaries		4,392		(409)
(Loss) income before income tax and income from unconsolidated affiliates		(4,392)		409
Income tax (benefit) expense
(Loss) income from continuing operations		(4,392)		409
Net (loss) income		(4,392)		409
Adjustment [Member] | Carmike Cinemas, Inc. [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		3,317		6,638
Equity in earnings of subsidiaries		(2,243)		(3,911)
(Loss) income before income tax and income from unconsolidated affiliates		(1,056)		(2,670)
Income tax (benefit) expense		(1,078)		(2,726)
(Loss) income from continuing operations		22		56
Net (loss) income
Adjustment [Member] | Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		(3,317)		(6,638)
Equity in earnings of subsidiaries
(Loss) income before income tax and income from unconsolidated affiliates		3,343		6,734
Income tax (benefit) expense		1,096		2,787
(Loss) income from continuing operations		2,247		3,947
Net (loss) income		2,243		3,911
Adjustment [Member] | Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense
Equity in earnings of subsidiaries		2,243		3,911
(Loss) income before income tax and income from unconsolidated affiliates		(2,243)		(3,911)
Income tax (benefit) expense
(Loss) income from continuing operations		(2,243)		(3,911)
Net (loss) income		(2,243)		(3,911)
As Revised [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense				24,645
Equity in earnings of subsidiaries
(Loss) income before income tax and income from unconsolidated affiliates				2,180
Income tax (benefit) expense				520
(Loss) income from continuing operations				997
Net (loss) income				894
As Revised [Member] | Carmike Cinemas, Inc. [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		5,364		10,710
Equity in earnings of subsidiaries		(6,635)		(3,502)
(Loss) income before income tax and income from unconsolidated affiliates		7,384		67
Income tax (benefit) expense		938		(1,717)
(Loss) income from continuing operations		6,699		949
Net (loss) income		6,677		894
As Revised [Member] | Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense		6,982		13,935
Equity in earnings of subsidiaries
(Loss) income before income tax and income from unconsolidated affiliates		10,314		5,615
Income tax (benefit) expense		3,835		2,237
(Loss) income from continuing operations		6,578		3,550
Net (loss) income		6,635		3,502
As Revised [Member] | Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Interest expense
Equity in earnings of subsidiaries		6,635		3,502
(Loss) income before income tax and income from unconsolidated affiliates		(6,635)		(3,502)
Income tax (benefit) expense
(Loss) income from continuing operations		(6,635)		(3,502)
Net (loss) income		$ (6,635)		$ (3,502)

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Screenvision Exhibition, Inc. - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended				0 Months Ended	6 Months Ended	1 Months Ended	0 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2012	Oct. 14, 2010 Class C Membership Units [Member]	Jun. 30, 2014 Class C Membership Units [Member]	Sep. 30, 2011 Class A Membership Units [Member]	May 05, 2014 Screenvision Exhibition, Inc. [Member]	Oct. 14, 2010 Screenvision Exhibition, Inc. [Member]	Jan. 31, 2011 Screenvision Exhibition, Inc. [Member]	Jun. 30, 2014 Screenvision Exhibition, Inc. [Member]	Jun. 30, 2013 Screenvision Exhibition, Inc. [Member]	Jun. 30, 2014 Screenvision Exhibition, Inc. [Member]	Jun. 30, 2013 Screenvision Exhibition, Inc. [Member]	Dec. 31, 2013 Screenvision Exhibition, Inc. [Member]	May 05, 2014 Screenvision Exhibition, Inc. [Member] Common Stock [Member]	Jun. 30, 2014 SV Holdco, LLC [Member]	Dec. 31, 2013 SV Holdco, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Exhibition agreement, expiration date															Jul. 01, 2012
Modified Exhibition Agreement, additional term															30 years
Modified Exhibition Agreement, expiration date															Jul. 01, 2042
Cash received on Modified Exhibition Agreement												$ 30,000
Percentage of issued and outstanding membership units received							20.00%		1.00%
Voluntary capital contribution made to SV Holdco									718
Percentage of Class C and Class A membership units held						100.00%													19.00%
Carrying value of ownership interest in SV Holdco	5,613		5,613		7,073														4,788	6,188
Threshold amount applicable for future profits and appreciation in assets							85,000	88,000
Maximum forfeiture limit								25.00%
Maximum bonus units to be received								33.00%
Non-forfeitable ownership interest at estimated fair value											6,555
Non-forfeitable Class C and Class A membership units													15.00%		15.00%		15.00%
Recognized concessions and other revenue received											30,000
Aggregate amount deferred to be recognized as concessions and other revenue											36,555
Concessions and other	67,871	62,258	129,223	110,486									2,800	2,500	5,600	4,500
Intercompany gain to Company			982	794									491	440	982	794
Amounts due included in accounts receivable related to Screenvision	10,453		10,453		8,513								2,316		2,316		2,375
Business acquisition cash paid										225,000
Definitive merger agreement with Screenvision, stock value																		$ 150,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income	$ 58	$ 894
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,699	20,487
Amortization of debt issuance costs	726	724
Impairment on long-lived assets	358	411
Deferred income taxes	(734)	(2,475)
Stock-based compensation	1,593	1,318
Loss from unconsolidated affiliates	1,105	1,372
Other	294	237
Loss (gain) on sale of property and equipment	328	(50)
Changes in operating assets and liabilities:
Accounts receivable and inventories	(2,046)	(1,271)
Prepaid expenses and other assets	(1,017)	402
Accounts payable	(2,276)	7,685
Accrued expenses and other liabilities	5,035	1,967
Distributions from unconsolidated affiliates	273	188
Net cash provided by operating activities	27,396	31,889
Cash flows from investing activities:
Purchases of property and equipment	(21,582)	(13,691)
(Funding) release of restricted cash	(56)	280
Investment in unconsolidated affiliates	(5)
Theatre acquisitions		(1,349)
Proceeds from sale of property and equipment	273	229
Net cash provided by (used in) investing activities	(21,370)	(14,531)
Debt activities:
Repayments of capital lease and long-term financing obligations	(3,423)	(1,979)
Proceeds from sale of stock options	18
Purchase of treasury stock	(1,483)	(174)
Net cash used in financing activities	(4,888)	(2,153)
Increase in cash and cash equivalents	1,138	15,205
Cash and cash equivalents at beginning of period	143,867	68,531
Cash and cash equivalents at end of period	145,005	83,736
Cash paid during the period for:
Interest	25,120	23,639
Income taxes	326	890
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$ 6,306	$ 1,727

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Equity Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Based Compensation

NOTE 5—EQUITY BASED COMPENSATION

In May 2014, the Board of Directors adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the “2014 Incentive Stock Plan”). The Company’s Compensation and Nominating Committee (or similar committee) may grant stock options, stock grants, stock units, and stock appreciation rights under the 2014 Incentive Stock Plan to certain eligible employees and to outside directors. As of June 30, 2014, there were 1,039,809 shares available for future grants under the 2014 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.

The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. As of June 30, 2014, the Company also had 384,196 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of June 30, 2014, 167,667 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.

The Company’s total stock-based compensation expense was approximately $796 and $607 for the three months ended June 30, 2014 and 2013, respectively, and $1,593 and $1,318 for the six months ended June 30, 2014 and 2013, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of June 30, 2014, the Company had approximately $6,633 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 2.0 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 six months of 2014 or 2013. The following table sets forth the summary of option activity for stock options with service vesting conditions as of June 30, 2014:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		607,500		$	8.88		6.04
Granted		—		$	—
Exercised		(2,500	)	$	7.34				70
Expired		(5,000	)	$	37.46
Forfeited		—		$	—
Outstanding at June 30, 2014		600,000		$	8.65		5.59	$	15,890
Exercisable on June 30, 2014		595,000		$	8.67		5.57	$	15,746
Expected to vest June 30, 2014		4,977		$	6.23		7.09	$	143

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 six months ended June 30, 2014:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2014		100,000	$	25.95		3.28	$	—
Forfeited		—
Outstanding at June 30, 2014		100,000	$	25.95		2.79	$	612
Exercisable on June 30, 2014		66,666	$	25.95		2.79	$	612
Expected to vest June 30, 2014		—	$	—		—	$	—

Restricted Stock

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

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2014		573,353		$	12.51
Granted		138,855		$	29.44
Vested		(123,437	)	$	8.91
Forfeited		—		$	—
Nonvested at June 30, 2014		588,771		$	17.26

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Guarantor Subsidiaries (Tables)

6 Months Ended

Jun. 30, 2014

Guarantees [Abstract]

Reconciliation of the Amounts Previously Reported "As Revised" Stated Consolidating Statements of Operations

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

Parent Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	2,047		$	3,317	A	$	5,364
Equity in earnings of subsidiaries	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income before income tax and income from unconsolidated affiliates	$	8,440		$	(1,056	)	$	7,384
Income tax expense	$	2,016		$	(1,078	) A	$	938
Income from continuing operations	$	6,677		$	22		$	6,699
Net income	$	6,677		$	—		$	6,677
Guarantor Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	10,299		$	(3,317	) A	$	6,982
Equity in loss of subsidiaries	$	—		$	—		$	—
Income before income tax and income from unconsolidated affiliates	$	6,971		$	3,343		$	10,314
Income tax expense	$	2,739		$	1,096	A	$	3,835
Income from continuing operations	$	4,331		$	2,247		$	6,578
Net income	$	4,392		$	2,243		$	6,635
Eliminations Column for the three months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in loss of subsidiaries	$	4,392		$	2,243		$	6,635
Income before income tax and income from unconsolidated affiliates	$	(4,392	)	$	(2,243	)	$	(6,635	)
Income tax expense	$	—		$	—		$	—
Income from continuing operations	$	(4,392	)	$	(2,243	)	$	(6,635	)
Net income	$	(4,392	)	$	(2,243	)	$	(6,635	)

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	4,072		$	6,638	A	$	10,710
Equity in loss (earnings) of subsidiaries	$	409		$	(3,911	)	$	(3,502	)
Income before income tax and income from unconsolidated affiliates	$	2,737		$	(2,670	)	$	67
Income tax expense (benefit)	$	1,009		$	(2,726	) A	$	(1,717	)
Income from continuing operations	$	893		$	56		$	949
Net income	$	894		$	—		$	894
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	20,573		$	(6,638	) A	$	13,935
Equity in loss of subsidiaries	$	—		$	—		$	—
(Loss) income before income tax and income from unconsolidated affiliates	$	(1,119	)	$	6,734		$	5,615
Income tax (benefit) expense	$	(550	)	$	2,787	A	$	2,237
(Loss) income from continuing operations	$	(397	)	$	3,947		$	3,550
Net (loss) income	$	(409	)	$	3,911		$	3,502
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments to Earnings of Subsidiaries, Income from Continuing Operations and Net Income			As Revised
(in thousands)
Interest expense	$	—		$	—		$	—
Equity in earnings of subsidiaries	$	(409	)	$	3,911		$	3,502
Income before income tax and income from unconsolidated affiliates	$	409		$	(3,911	)	$	(3,502	)
Income tax expense	$	—		$	—		$	—
Income (loss) from continuing operations	$	409		$	(3,911	)	$	(3,502	)
Net income	$	409		$	(3,911	)	$	(3,502	)

Reconciliation of the Amounts Previously Reported "As Revised" Stated Components of Consolidating Statements of Cash Flows

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

Parent Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	16,853		$	(6,638	)	$	10,215
Cash flows from investing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash (used in) provided by investing activities	$	(3,159	)	$	5,576		$	2,417
Cash flows from financing activities: Intercompany	$	5,576		$	(5,576	) B,C	$	—
Net cash provided by (used in) financing activities	$	5,192		$	(5,576	)	$	(384	)
Guarantor Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	15,036		$	6,638		$	21,674
Cash flows from investing activities: Intercompany	$	—		$	—	B,C	$	—
Net cash used in investing activities	$	(11,372	)	$	—		$	(11,372	)
Cash flows from financing activities: Intercompany	$	(5,576	)	$	—	B,C	$	(5,576	)
Net cash used in financing activities	$	(7,345	)	$	—		$	(7,345	)
Eliminations Column for the six months ended June 30, 2013	As Previously Reported			Adjustments for non-cash activity, distributions, dividends & intercompany			As Revised
(in thousands)
Net cash provided by operating activities	$	—		$	—		$	—
Cash flows from investing activities: Intercompany	$	—		$	(5,576	) B,C	$	(5,576	)
Net cash used in investing activities	$	—		$	(5,576	)	$	(5,576	)
Cash flows from financing activities: Intercompany	$	—		$	5,576	B,C	$	5,576
Net cash provided by financing activities	$	—		$	5,576		$	5,576

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

	As of June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	111,815		$	33,190		$	—		$	145,005
Restricted cash		408			—			—			408
Accounts receivable		9,581			6,114			(5,242	)		10,453
Inventories		769			2,967			—			3,736
Deferred income tax asset		4,693			—			(697	)		3,996
Prepaid expenses and other current assets		25,374			9,539			(19,848	)		15,065
Total current assets		152,640			51,810			(25,787	)		178,663
Property and equipment:
Land		11,864			41,902			—			53,766
Buildings and building improvements		48,163			294,551			—			342,714
Leasehold improvements		22,620			147,730			—			170,350
Assets under capital leases		8,675			40,995			—			49,670
Equipment		71,422			193,036			—			264,458
Construction in progress		7,444			5,288			—			12,732
Total property and equipment		170,188			723,502			—			893,690
Accumulated depreciation and amortization		(89,154	)		(336,091	)		—			(425,245	)
Property and equipment, net of accumulated depreciation		81,034			387,411			—			468,445
Intercompany receivables		95,776			—			(95,776	)		—
Investments in subsidiaries		178,736			—			(178,736	)		—
Goodwill		7,662			67,465			—			75,127
Intangible assets, net of accumulated amortization		—			906			—			906
Investments in unconsolidated affiliates		4,788			825			—			5,613
Deferred income tax asset		57,237			43,382			—			100,619
Other		12,220			7,284			—			19,504
Total assets	$	590,093		$	559,083		$	(300,299	)	$	848,877
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	38,466		$	10,796		$	(5,242	)	$	44,020
Accrued expenses		26,002			42,127			(20,545	)		47,584
Current maturities of capital leases and long-term financing obligations		979			7,623			—			8,602
Total current liabilities		65,447			60,546			(25,787	)		100,206
Long-term liabilities:
Long-term debt		209,655			—			—			209,655
Capital leases and long-term financing obligations, less current maturities		32,021			201,899			—			233,920
Intercompany liabilities		—			95,776			(95,776	)		—
Deferred revenue		31,248			—			—			31,248
Other		5,725			22,126			—			27,851
Total long-term liabilities		278,649			319,801			(95,776	)		502,674
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		702			1			(1	)		702
Treasury stock		(13,397	)		—			—			(13,397	)
Paid-in capital		441,913			260,013			(260,013	)		441,913
Accumulated deficit		(183,221	)		(81,278	)		81,278			(183,221	)
Total stockholders’ equity		245,997			178,736			(178,736	)		245,997
Total liabilities and stockholders’ equity	$	590,093		$	559,083		$	(300,299	)	$	848,877

CONDENSED CONSOLIDATING BALANCE SHEET

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

Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	16,636		$	98,480	$	—		$	115,116
Concessions and other		19,458			57,426		(9,013	)		67,871
Total operating revenues		36,094			155,906		(9,013	)		182,987
Operating costs and expenses:
Film exhibition costs		9,365			55,069		—			64,434
Concession costs		1,206			6,771		—			7,977
Salaries and benefits		3,892			19,595		—			23,487
Theatre occupancy costs		3,095			17,859		—			20,954
Other theatre operating costs		5,689			31,869		(9,013	)		28,545
General and administrative expenses		5,824			704		—			6,528
Depreciation and amortization		2,195			9,732		—			11,927
Loss on sale of property and equipment		383			12		—			395
Impairment of long-lived assets		—			—		—			—
Total operating costs and expenses		31,649			141,611		(9,013	)		164,247
Operating income		4,445			14,295		—			18,740
Interest expense		5,513			7,487		—			13,000
Equity in earnings of subsidiaries		(4,187	)		—		4,187			—
Income before income tax and (loss) income from unconsolidated affiliates		3,119			6,808		(4,187	)		5,740
Income tax (benefit) expense		(342	)		2,734		—			2,392
(Loss) income from unconsolidated affiliates		(239	)		113		—			(126	)
Net income	$	3,222		$	4,187	$	(4,187	)	$	3,222

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	14,615		$	92,652		$	—		$	107,267
Concessions and other		17,464			53,346			(8,552	)		62,258
Total operating revenues		32,079			145,998			(8,552	)		169,525
Operating costs and expenses:
Film exhibition costs		8,112			52,720			—			60,832
Concession costs		1,124			6,559			—			7,683
Salaries and benefits		3,221			18,078			—			21,299
Theatre occupancy costs		1,729			14,293			—			16,022
Other theatre operating costs		4,463			28,001			(8,552	)		23,912
General and administrative expenses		5,425			607			—			6,032
Depreciation and amortization		1,869			8,355			—			10,224
Gain on sale of property and equipment		—			(21	)		—			(21	)
Impairment of long-lived assets		23			110			—			133
Total operating costs and expenses		25,966			128,702			(8,552	)		146,116
Operating income		6,113			17,296			—			23,409
Interest expense		5,364			6,982			—			12,346
Equity in earnings of subsidiaries		(6,635	)		—			6,635			—
Income before income tax and income from unconsolidated affiliates		7,384			10,314			(6,635	)		11,063
Income tax expense		938			3,835			—			4,773
Income from unconsolidated affiliates		253			99			—			352
Income from continuing operations		6,699			6,578			(6,635	)		6,642
(Loss) income from discontinued operations		(22	)		57			—			35
Net income	$	6,677		$	6,635		$	(6,635	)	$	6,677

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	30,873		$	181,814		$	—		$	212,687
Concessions and other		36,920			109,072			(16,769	)		129,223
Total operating revenues		67,793			290,886			(16,769	)		341,910
Operating costs and expenses:
Film exhibition costs		17,155			100,168			—			117,323
Concession costs		2,382			12,714			—			15,096
Salaries and benefits		7,519			37,502			—			45,021
Theatre occupancy costs		6,255			35,060			—			41,315
Other theatre operating costs		11,829			62,867			(16,769	)		57,927
General and administrative expenses		12,669			1,357			—			14,026
Depreciation and amortization		4,388			19,310			—			23,698
Loss (gain) on sale of property and equipment		376			(48	)		—			328
Impairment of long-lived assets		3			355			—			358
Total operating costs and expenses		62,576			269,285			(16,769	)		315,092
Operating income		5,217			21,601			—			26,818
Interest expense		11,028			15,088			—			26,116
Equity in earnings of subsidiaries		(3,932	)		—			3,932			—
(Loss) income before income tax and (loss) income from unconsolidated affiliates		(1,879	)		6,513			(3,932	)		702
Income tax (benefit) expense		(2,358	)		2,740			—			382
(Loss) income from unconsolidated affiliates		(418	)		208			—			(210	)
Income from continuing operations		61			3,981			(3,932	)		110
Loss from discontinued operations		(3	)		(49	)		—			(52	)
Net income	$	58		$	3,932		$	(3,932	)	$	58

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	25,764		$	162,558		$	—		$	188,322
Concessions and other		31,370			94,139			(15,023	)		110,486
Total operating revenues		57,134			256,697			(15,023	)		298,808
Operating costs and expenses:
Film exhibition costs		14,096			89,752			—			103,848
Concession costs		2,015			11,596			—			13,611
Salaries and benefits		6,108			33,555			—			39,663
Theatre occupancy costs		3,360			27,876			—			31,236
Other theatre operating costs		9,654			53,075			(15,023	)		47,706
General and administrative expenses		10,854			1,193			—			12,047
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		3,745			16,680			—			20,425
Loss on sale of property and equipment		4			55			—			59
Impairment of long-lived assets		23			302			—			325
Total operating costs and expenses		49,859			237,147			(15,023	)		271,983
Operating income		7,275			19,550			—			26,825
Interest expense		10,710			13,935			—			24,645
Equity in earnings of subsidiaries		(3,502	)		—			3,502			—
Income before income tax and (loss) income from unconsolidated affiliates		67			5,615			(3,502	)		2,180
Income tax (benefit) expense		(1,717	)		2,237			—			520
(Loss) income from unconsolidated affiliates		(835	)		172			—			(663	)
Income from continuing operations		949			3,550			(3,502	)		997
Loss from discontinued operations		(55	)		(48	)		—			(103	)
Net income	$	894		$	3,502		$	(3,502	)	$	894

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	546		$	26,850		$	—		$	27,396
Cash flows from investing activities:
Purchases of property and equipment		(2,651	)		(18,931	)		—			(21,582	)
Proceeds from sale of property and equipment		232			41			—			273
Intercompany receivable		16,450			—			(16,450	)		—
Investment in unconsolidated affiliates		—			(5	)		—			(5	)
Other investing activities		(56	)		—			—			(56	)
Net cash provided by (used in) investing activities		13,975			(18,895	)		(16,450	)		(21,370	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(394	)		(3,029	)		—			(3,423	)
Proceeds from sale of stock options		18			—			—			18
Purchase of treasury stock		(1,483	)		—			—			(1,483	)
Intercompany payable		—			(16,450	)		16,450			—
Net cash used in financing activities		(1,859	)		(19,479	)		16,450			(4,888	)
Increase in cash and cash equivalents		12,662			(11,524	)		—			1,138
Cash and cash equivalents at beginning of period		99,153			44,714			—			143,867
Cash and cash equivalents at end of period	$	111,815		$	33,190		$	—		$	145,005

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Six Months Ended June 30, 2013 As Revised
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	10,215		$	21,674		$	—		$	31,889
Cash flows from investing activities:
Purchases of property and equipment		(3,444	)		(10,247	)		—			(13,691	)
Theatre acquistions		—			(1,349	)		—			(1,349	)
Proceeds from sale of property and equipment		5			224			—			229
Intercompany receivable		5,576			—			(5,576	)		—
Other investing activities		280			—			—			280
Net cash provided by (used in) investing activities		2,417			(11,372	)		(5,576	)		(14,531	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(210	)		(1,769	)		—			(1,979	)
Purchase of treasury stock		(174	)		—			—			(174	)
Intercompany payable		—			(5,576	)		5,576			—
Net cash used in financing activities		(384	)		(7,345	)		5,576			(2,153	)
Increase in cash and cash equivalents		12,248			2,957			—			15,205
Cash and cash equivalents at beginning of period		49,093			19,438			—			68,531
Cash and cash equivalents at end of period	$	61,341		$	22,395		$	—		$	83,736

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Discontinued Operations - Summary of Activity for Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Discontinued Operations And Disposal Groups [Abstract]
Revenue from discontinued operations		$ 948	$ 1	$ 1,781
Operating loss before income taxes		(60)	(86)	(280)
Income tax benefit from discontinued operations		24	34	113
Gain on disposal, before income taxes		119		107
Income tax expense on disposal		(48)		(43)
Income (loss) from discontinued operations		$ 35	$ (52)	$ (103)

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Debt (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Components of Debt

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

	June 30,			December 31,
	2014			2013
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(345	)		(381	)
Total debt		209,655			209,619
Current maturities		—			—
Total long-term debt	$	209,655		$	209,619

Fair Value of Senior Secured Notes Based on Quoted Market Prices

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

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