Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2014

CONDENSED CONSOLIDATING BALANCE SHEET


	As of December 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	66,010		$	31,527		$	—		$	97,537
Restricted cash		395			—			—			395
Accounts receivable		17,186			14,640			(13,191	)		18,635
Inventories		779			2,954			—			3,733
Deferred income tax asset		2,479			2,212			—			4,691
Prepaid expenses and other current assets		22,539			10,513			(14,921	)		18,131

Total current assets		109,388			61,846			(28,112	)		143,122


Property and equipment:
Land		9,224			40,663			—			49,887
Buildings and building improvements		54,042			289,676			—			343,718
Leasehold improvements		28,432			159,001			—			187,433
Assets under capital leases		12,689			37,709			—			50,398
Equipment		81,014			200,722			—			281,736
Construction in progress		10,565			16,144			—			26,709

Total property and equipment		195,966			743,915			—			939,881
Accumulated depreciation and amortization		(106,481	)		(331,897	)		—			(438,378	)

Property and equipment, net of accumulated depreciation		89,485			412,018			—			501,503

Intercompany receivables		129,877			—			(129,877	)		—
Investments in subsidiaries		172,742			—			(172,742	)		—
Goodwill		51,507			74,008			—			125,515
Intangible assets, net of accumulated amortization		69			2,938			—			3,007
Investments in unconsolidated affiliates		4,195			884			—			5,079
Deferred income tax asset		54,203			47,644			—			101,847
Other		11,622			6,407			—			18,029

Total assets	$	623,088		$	605,745		$	(330,731	)	$	898,102


Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	32,722		$	22,650		$	(13,191	)	$	42,181
Accrued expenses		17,550			29,934			(14,921	)		32,563
Deferred revenue		8,238			15,275			—			23,513
Current maturities of capital leases and long-term financing obligations		1,394			8,273			—			9,667

Total current liabilities		59,904			76,132			(28,112	)		107,924

Long-term liabilities:
Long-term debt		209,690			—			—			209,690
Capital leases and long-term financing obligations, less current maturities		25,647			204,556			—			230,203
Intercompany liabilities		—			129,877			(129,877	)		—
Deferred revenue		30,669			—			—			30,669
Other		8,633			22,438			—			31,071

Total long-term liabilities		274,639			356,871			(129,877	)		501,633


Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		744			1			(1	)		744
Treasury stock		(13,565	)		—			—			(13,565	)
Paid-in capital		493,587			269,635			(269,635	)		493,587
Accumulated deficit		(192,221	)		(96,894	)		96,894			(192,221	)

Total stockholders’ equity		288,545			172,742			(172,742	)		288,545

Total liabilities and stockholders’ equity	$	623,088		$	605,745		$	(330,731	)	$	898,102

CONDENSED CONSOLIDATING BALANCE SHEET


	As of December 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	99,947		$	43,920		$	—		$	143,867
Restricted cash		352			—			—			352
Accounts receivable		7,317			9,103			(7,907	)		8,513
Inventories		903			2,788			—			3,691
Deferred income tax asset		4,059			103			(324	)		3,838
Prepaid expenses and other current assets		9,330			9,055			(3,740	)		14,645

Total current assets		121,908			64,969			(11,971	)		174,906


Property and equipment:
Land		13,446			40,536			—			53,982
Buildings and building improvements		55,223			285,736			—			340,959
Leasehold improvements		26,901			137,174			—			164,075
Assets under capital leases		12,689			36,981			—			49,670
Equipment		80,928			172,962			—			253,890
Construction in progress		3,640			3,561			—			7,201

Total property and equipment		192,827			676,950			—			869,777
Accumulated depreciation and amortization		(101,388	)		(300,634	)		—			(402,022	)

Property and equipment, net of accumulated depreciation		91,439			376,316			—			467,755

Intercompany receivables		108,744			—			(108,744	)		—
Investments in subsidiaries		160,347			—			(160,347	)		—
Goodwill		11,473			62,904			—			74,377
Intangible assets, net of accumulated amortization		—			957			—			957
Investments in unconsolidated affiliates		6,188			885			—			7,073
Deferred income tax asset		59,640			40,403			—			100,043
Other		12,918			6,592			—			19,510

Total assets	$	572,657		$	553,026		$	(281,062	)	$	844,621


Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	35,013		$	16,215		$	(7,907	)	$	43,321
Accrued expenses		1,365			30,005			(4,064	)		27,306
Deferred revenue		9,068			6,205			—			15,273
Current maturities of capital leases and long-term financing obligations		1,013			5,857			—			6,870

Total current liabilities		46,459			58,282			(11,971	)		92,770

Long-term liabilities:
Long-term debt		209,619			—			—			209,619
Capital leases and long-term financing obligations, less current maturities		27,008			211,755			—			238,763
Intercompany liabilities		—			108,744			(108,744	)		—
Deferred revenue		31,827			—			—			31,827
Other		11,933			13,898			—			25,831

Total long-term liabilities		280,387			334,397			(108,744	)		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	)		(99,667	)		99,667			(183,279	)

Total stockholders’ equity		245,811			160,347			(160,347	)		245,811

Total liabilities and stockholders’ equity	$	572,657		$	553,026		$	(281,062	)	$	844,621

Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Year Ended December 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	78,835		$	348,377		$	—		$	427,212
Concessions and other		94,088			210,739			(42,110	)		262,717

Total operating revenues		172,923			559,116			(42,110	)		689,929

Operating costs and expenses:
Film exhibition costs		43,631			191,826			—			235,457
Concession costs		6,007			24,303			—			30,310
Salaries and benefits		18,403			73,551			—			91,954
Theatre occupancy costs		16,621			70,255			—			86,876
Other theatre operating costs		27,151			135,984			(42,110	)		121,025
General and administrative expenses		28,480			3,788			—			32,268
Depreciation and amortization		10,482			38,752			—			49,234
(Gain) loss on sale of property and equipment		(1,914	)		463			—			(1,451	)
Impairment of long-lived assets		40			3,172			—			3,212

Total operating costs and expenses		148,901			542,094			(42,110	)		648,885

Operating income		24,022			17,022			—			41,044
Interest expense		21,148			30,559			—			51,707
Equity in loss of subsidiaries		11,644			—			(11,644	)		—

Loss before income tax and income from unconsolidated affiliates		(8,770	)		(13,537	)		11,644			(10,663	)
Income tax expense (benefit)		149			(1,556	)		—			(1,407	)
(Loss) income from unconsolidated affiliates		(23	)		389			—			366

Loss from continuing operations		(8,942	)		(11,592	)		11,644			(8,890	)
Loss from discontinued operations		—			(52	)		—			(52	)

Net loss	$	(8,942	)	$	(11,644	)	$	11,644		$	(8,942	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Year Ended December 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	74,221		$	324,389	$	—		$	398,610
Concessions and other		80,408			187,568		(31,751	)		236,225

Total operating revenues		154,629			511,957		(31,751	)		634,835

Operating costs and expenses:
Film exhibition costs		41,000			179,260		—			220,260
Concession costs		6,221			22,831		—			29,052
Salaries and benefits		16,647			66,338		—			82,985
Theatre occupancy charges		11,783			54,868		—			66,651
Other theatre operating costs		23,722			108,829		(31,751	)		100,800
General and administrative expenses		23,521			2,317		—			25,838
Lease termination charges		—			3,063		—			3,063
Severance agreement charges		253			—		—			253
Depreciation and amortization		9,542			32,836		—			42,378
Loss on sale of property and equipment		135			140		—			275
Impairment of long-lived assets		294			3,432		—			3,726

Total operating costs and expenses		133,118			473,914		(31,751	)		575,281

Operating income		21,511			38,043		—			59,554
Interest expense		20,814			28,732		—			49,546
Equity in income of subsidiaries		(1,885	)		—		1,885			—

Income before income tax and income from unconsolidated affiliates		2,582			9,311		(1,885	)		10,008
Income tax (benefit) expense		(2,045	)		8,149		—			6,104
Income from unconsolidated affiliates		1,252			391		—			1,643

Income from continuing operations		5,879			1,553		(1,885	)		5,547
(Loss) income from discontinued operations		(126	)		332		—			206

Net income	$	5,753		$	1,885	$	(1,885	)	$	5,753

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Year Ended December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	72,076		$	267,517		$	—		$	339,593
Concessions and other		69,238			150,473			(25,391	)		194,320

Total operating revenues		141,314			417,990			(25,391	)		533,913

Operating costs and expenses:
Film exhibition costs		38,559			145,549			—			184,108
Concession costs		5,426			17,594			—			23,020
Salaries and benefits		15,472			54,567			—			70,039
Theatre occupancy charges		11,268			44,714			—			55,982
Other theatre operating costs		22,059			86,268			(25,391	)		82,936
General and administrative expenses		22,259			2,288			—			24,547
Severance agreement charges		473			—			—			473
Depreciation and amortization		8,613			24,660			—			33,273
Loss on sale of property and equipment		778			190			—			968
Impairment of long-lived assets		718			3,509			—			4,227

Total operating costs and expenses		125,625			379,339			(25,391	)		479,573

Operating income		15,689			38,651			—			54,340
Interest expense		20,104			15,900			—			36,004
Loss on extinguishment of debt		4,961			—			—			4,961
Equity in income of subsidiaries		(53,264	)		—			53,264			—

Income before income tax and income from unconsolidated affiliates		43,888			22,751			(53,264	)		13,375
Income tax benefit		(51,829	)		(29,075	)		—			(80,904	)
Income from unconsolidated affiliates		860			344			—			1,204

Income from continuing operations		96,577			52,170			(53,264	)		95,483
(Loss) income from discontinued operations		(269	)		1,094			—			825

Net income	$	96,308		$	53,264		$	(53,264	)	$	96,308

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Year Ended December 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	(9,505	)	$	48,508		$	—		$	39,003

Cash flows from investing activities:
Purchases of property and equipment		(6,610	)		(53,069	)		—			(59,679	)
Theatre acquisitions		(2,338	)		(13,808	)		—			(16,146	)
Investment in unconsolidated affiliates		—			(109	)		—			(109	)
Proceeds from sale of property and equipment		7,305			41			—			7,346
Other investing activities		(43	)		—			—			(43	)
Intercompany receivable		(21,133	)		—			21,133			—

Net cash used in investing activities		(22,819	)		(66,945	)		21,133			(68,631	)

Cash flows from financing activities:
Repayments of long-term debt		—			(9,099	)		—			(9,099	)
Repayments of capital leases and long-term financing obligations		(1,106	)		(5,990	)		—			(7,096	)
Issuance of common stock		55			—			—			55
Proceeds from exercise of stock options		18			—			—			18
Excess tax benefits from share-based payment arrangements		1,071			—			—			1,071
Purchase of treasury stock		(1,651	)		—			—			(1,651	)
Intercompany payable		—			21,133			(21,133	)		—

Net cash (used in) provided by financing activities		(1,613	)		6,044			(21,133	)		(16,702	)


Decrease in cash and cash equivalents		(33,937	)		(12,393	)		—			(46,330	)
Cash and cash equivalents at beginning of period		99,947			43,920			—			143,867

Cash and cash equivalents at end of period	$	66,010		$	31,527		$	—		$	97,537

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Year Ended December 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	19,648		$	51,038		$	—		$	70,686

Cash flows from investing activities:
Purchases of property and equipment		(8,315	)		(29,497	)		—			(37,812	)
Theatre acquisitions		(8,760	)		(34,168	)		—			(42,928	)
Investment in unconsolidated affiliates		—			(20	)		—			(20	)
Proceeds from sale of property and equipment		6			1,798			—			1,804
Other investing activities		(59	)		—			—			(59	)
Intercompany receivable/payable		(39,830	)		—			39,830			—

Net cash used in investing activities		(56,958	)		(61,887	)		39,830			(79,015	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(678	)		(3,754	)		—			(4,432	)
Issuance of common stock		88,043			—			—			88,043
Proceeds from exercise of stock options		125			—			—			125
Excess tax benefits from share-based payment arrangements		103			—			—			103
Purchase of treasury stock		(174	)		—			—			(174	)
Intercompany receivable/payable		—			39,830			(39,830	)		—

Net cash provided by financing activities		87,419			36,076			(39,830	)		83,665


Increase in cash and cash equivalents		50,109			25,227			—			75,336
Cash and cash equivalents at beginning of period		49,838			18,693			—			68,531

Cash and cash equivalents at end of period	$	99,947		$	43,920		$	—		$	143,867

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Year Ended December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(37,032	)	$	89,341		$	—		$	52,309

Cash flows from investing activities:
Purchases of property and equipment		(14,563	)		(20,496	)		—			(35,059	)
Theatre acquisitions		876			(23,113	)		—			(22,237	)
Investment in unconsolidated affiliates		—			(55	)		—			(55	)
Proceeds from sale of property and equipment		2,066			2,675			—			4,741
Other investing activities		38			—			—			38
Intercompany receivables		37,758			—			(37,758	)		—

Net cash provided by (used in) investing activities		26,175			(40,989	)		(37,758	)		(52,572	)

Cash flows from financing activities:
Short-term borrowings		5,000			—			—			5,000
Repayments of short term borrowings		(5,000	)		—			—			(5,000	)
Issuance of long-term debt		209,500			—			—			209,500
Repayments of long-term debt		(200,229	)		—			—			(200,229	)
Debt issuance costs		(8,621	)		—			—			(8,621	)
Repayments of capital leases and long-term financing obligations		(555	)		(1,502	)		—			(2,057	)
Issuance of common stock		56,566			—			—			56,566
Excess tax benefits from share-based payment arrangements		76			—			—			76
Purchase of treasury stock		(57	)		—			—			(57	)
Intercompany payable		—			(37,758	)		37,758			—

Net cash provided by (used in) financing activities		56,680			(39,260	)		37,758			55,178


Increase in cash and cash equivalents		45,823			9,092			—			54,915
Cash and cash equivalents at beginning of period		4,015			9,601			—			13,616

Cash and cash equivalents at end of period	$	49,838		$	18,693		$	—		$	68,531