NOTE 11—THEATRE ACQUISITIONS

Digiplex

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

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

Prior to the acquisition, Digiplex had entered into agreements to acquire an additional four theatres and 33 screens (“pipeline theatres”). The Company completed its acquisition of one pipeline theatre and ten screens on August 22, 2014 and two pipeline theatres and 18 screens on September 26, 2014. Total cash consideration paid for the pipeline theatres was approximately $5,400 and resulted in an increase to Goodwill during the three and nine months ended September 30, 2014 of approximately $3,250. The transaction for one pipeline theatre was terminated subsequent to the acquisition. The acquisition of the three pipeline theatres was not significant individually or in the aggregate to the Company’s results of operations for the three and nine months ended September 30, 2014.

The following table summarizes the preliminary purchase price for Digiplex.


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


Estimated fair value of 1.4 million common shares issued per merger agreement	$	47,276
Cash settlement of Start Media joint venture		10,978
Cash settlement of shares held in escrow		181

Total preliminary estimated acquisition consideration	$	58,435

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


	Digiplex
Total purchase price, net of cash received	$	58,006
Accounts receivable		515
Other current assets		266

Property and equipment		26,228
Intangible assets		2,190
Other assets		523
Deferred tax assets		6,564
Accounts payable		(3,359	)
Accrued expenses		(3,730	)
Unfavorable lease obligations		(5,980	)
Capital leases assumed		(850	)
Assumption of Northlight term loan		(9,099	)
Net assets acquired	$	13,268

Goodwill	$	44,738

The purchase price allocation is preliminary and certain items are subject to change, including the fair value of property and equipment and working capital assets and liabilities. Management believes that the fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $44,738 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The goodwill is not expected to be deductible for income tax purposes. As of September 30, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Digiplex. Identifiable intangible assets recognized of $2,190 represent favorable lease obligations and will be amortized to theatre occupancy costs over the respective lease term.

The results of Digiplex’s operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net (loss) income of Digiplex included in the Company’s operating results for the three and nine months ended September 30, 2014 from the acquisition date were $3,889 and $(415), respectively. Acquisition costs related to professional fees incurred as a result of the Digiplex acquisition, during the nine months ended September 30, 2014 were approximately $3,329 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

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


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

Muvico

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

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


Cash consideration paid less cash amounts received	$	30,608
Leases and financing obligations assumed		19,101
Fair value of contingent consideration		750

Fair value of total consideration transferred	$	50,459

Inventory	$	541
Other current assets		385
Property and equipment		24,867
Deferred tax assets		3,441
Current liabilities		(2,068	)
Other liabilities		(1,150	)

Net assets acquired		26,016
Goodwill		24,443

Purchase price	$	50,459

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

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

Cinemark

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

MNM

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