10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

ý Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2015

¨ 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
(Address of Principal Executive Offices)	(Zip Code)

(706) 576-3400

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, par value $.03 per share	The NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  ý

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  ý

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ý      Accelerated filer  ¨      Non-accelerated filer  ¨      Smaller reporting company  ¨

(Do not check if a smaller reporting company)

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

As of January 29, 2016, 24,598,206 shares of common stock were outstanding. The aggregate market value of the shares of common stock held by non-affiliates (based on the closing price on NASDAQ) as of June 30, 2015 was approximately $634.3 million.

Documents Incorporated by Reference

Portions of the proxy statement for the registrant’s 2015 annual meeting of stockholders, to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A, are incorporated by reference in Part III of this Annual Report on Form 10-K.

Table of Contents

		Page
PART I.
ITEM 1.	BUSINESS	2
ITEM X.	EXECUTIVE OFFICERS OF THE REGISTRANT	11
ITEM 1A.	RISK FACTORS	13
ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
ITEM 2.	PROPERTIES	20
ITEM 3.	LEGAL PROCEEDINGS	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
ITEM 6.	SELECTED FINANCIAL DATA	22
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	45
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	81
ITEM 9A.	CONTROLS AND PROCEDURES	81
ITEM 9B.	OTHER INFORMATION	84
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	84
ITEM 11.	EXECUTIVE COMPENSATION	84
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	84
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	84
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	84
PART IV.
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	85

Cautionary Statement Regarding Forward-Looking Information

This Annual Report on Form 10-K contains statements that are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act (the “Exchange Act”) of 1934. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Examples of forward-looking statements include our expectations regarding growth, the estimated value of our real estate, our ticket and concession price increases, our cost control measures, our strategies and operating goals, our capital expenditure and theatre expansion/closing plans, and the impact of our share repurchase program. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:

• 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 our leverage on our financial condition;

• prices and availability of operating supplies;

• the 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; and

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

This report includes important information as to these factors in Item 1A. “Risk Factors”, and in the Notes to our Consolidated Financial Statements. Additional important information as to these factors is included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Carmike’s other United States Securities and Exchange Commission (“SEC”) reports, accessible on the SEC’s website at www.sec.gov and our website at www.carmike.com.

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PART I

ITEM 1.    BUSINESS

Overview

We are one of the largest motion picture exhibitors in the United States and as of December 31, 2015, we owned, operated or had an interest in 275 theatres with 2,938 screens located in 41 states. All of our theatres are equipped to provide digital cinema as of December 31, 2015. In addition, we had 258 theatres (94% of our theatres) with 1,088 screens (37% of our screens) equipped for 3-D as of December 31, 2015.

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.

The following table sets forth geographic information regarding our theatre circuit as of December 31, 2015:

State	Theatres	Screens
Alabama	19	241
Arizona	1	14
Arkansas	6	57
California	8	80
Colorado	4	40
Connecticut	3	26
Delaware	1	14
Florida	22	284
Georgia	25	278
Idaho	1	11
Illinois	12	135
Indiana	5	78
Iowa	5	61
Kansas	1	12
Kentucky	6	50
Maryland	1	7
Michigan	9	70
Minnesota	6	65
Missouri	1	10
Montana	5	52
Nebraska	2	12
New Hampshire	1	10
New Jersey	4	30
New Mexico	2	14
New York	1	8
North Carolina	22	271
North Dakota	4	30
Ohio	5	51
Oklahoma	11	72
Oregon	1	12
Pennsylvania	22	222
South Carolina	8	77
South Dakota	4	31
Tennessee	22	251
Texas	12	131
Utah	1	12
Virginia	4	40
Washington	2	22
West Virginia	2	20
Wisconsin	3	28
Wyoming	1	9
Totals	275	2,938

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From time to time, we convert weaker performing theatres to discount theatres for the exhibition of films that have previously been shown on a first-run basis. At December 31, 2015, we operated 15 theatres with 108 screens as discount theatres.

We are a major exhibitor in many of the markets in which we operate. The introduction of a competing theatre in these markets could significantly impact the performance of our theatres. In addition, the type of motion pictures preferred by patrons in these markets is typically more limited than in larger markets, which increases the importance of selecting films that will appeal to patrons in our specific theatre markets.

Theatre Development, Acquisitions and Operations

The following table shows information about the changes in our theatre circuit during the years presented:

	Theatres		Screens		Average Screens/ Theatre
Total at January 1, 2013	249		2,502		10.0
New construction and acquisitions	17		260
Closures	(14	)	(102	)
Total at December 31, 2013	252		2,660		10.6
New construction and acquisitions	29		297
Closures	(7	)	(60	)
Total at December 31, 2014	274		2,897		10.6
New construction and acquisitions	11		111
Closures	(10	)	(70	)
Total at December 31, 2015	275		2,938		10.7

Development

We carefully review mid-size markets to evaluate the return on capital of opportunities to build new theatres or renovate our existing theatres. The circumstances under which we believe we are best positioned to benefit from building new theatres are in markets in which:

• we believe building a new theatre provides an attractive cash flow opportunity;

• we already operate a theatre and could best protect that market by expanding our presence; or

• a film licensing zone is currently underserved by an exhibitor.

We opened six new build-to-suit theatres during the year ended December 31, 2015. If opportunities exist where new construction will be profitable to us, we will consider building additional theatres in future periods. We anticipate opening up to five new build-to-suit theatres in 2016. Additionally, as opportunities present themselves for expansion we will evaluate each instance to obtain the highest level of return on investment.

During 2015, we completed the conversion of three theatres to our in-theatre dining concept. We believe that in-theatre dining provides an enhanced entertainment experience for many of our patrons. Our decision to convert a theatre considers many factors, including:

• the presence of competition from other exhibitors in a market;

• identifying markets that are currently underserved with respect to in-theatre dining;

• underperforming theatres in which we believe could generate higher returns on investment.

Of our five new build-to-suit theatres projected to open in 2016, four will contain in-theatre dining. We continue to evaluate markets for in-theatre dining and intend to expand the number of theatres with in-theatre dining in future years.

Premium Large Format Experience

As of December 31, 2015, we operated 54 premium large-format auditoriums, which operate under the Big D^®, IMAX^® and MuviXL^® names. We believe that the addition of these auditoriums provides our customers with an enhanced movie-going experience and will have a positive impact on our operating results by driving incremental revenue. We included one premium large-format auditorium in each new build-to-suit theatre opened in 2015 and plan to include a premium large-format

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auditorium in many of our new theatres. In addition, we converted three screens to either a Big D or IMAX large format auditorium during 2015 and plan to convert additional screens to a premium large-format auditorium in 2016.

In 2015, we added four Big D auditoriums. Big D auditoriums include wall to wall screens, 7.1 surround sound and digital projection for both 2-D and 3-D features. We believe that the Big D format results in a picture quality with noticeably higher resolution. In addition, Big D auditoriums also include leather high-back rocking seats placed for optimal viewing in a stadium seating configuration. We believe that our Big D format enhances the enjoyment of our audiences. As of December 31, 2015, we operated 31 Big D auditoriums.

Twenty-one of our auditoriums feature IMAX digital projection systems. In October 2013, we entered into a new revenue-sharing agreement with IMAX for 10 IMAX theatre systems to be installed in new construction projects and existing multiplexes. In July 2015, we expanded our revenue-sharing agreement with the addition of 3 additional IMAX theatre systems. As of December 31, 2015, 10 of the 13 IMAX theatre systems had been installed.

In November 2013, we acquired two MuviXL auditoriums as part of the Muvico acquisition. Both MuviXL auditoriums feature wall-to-wall extreme bright white screens specifically manufactured to optimize and more evenly disburse light onto the screen, 4k digital cinema projectors, 7.1 surround sound and digital projection for both 2-D and 3-D features.

Acquisitions

Since 2012, we have grown our business primarily through acquisitions. We identify acquisition targets based on a number of factors which include circuit quality, market opportunities and market demographics. We have completed the following acquisitions since January 2012.

• On October 6, 2015, we completed our acquisition of 5 theatres and 37 screens in 4 states from Sundance Cinemas^®, LLC ("Sundance").

• On August 15, 2014, we completed our acquisition of 21 theatres and 206 screens in 8 states from Digital Cinema Destinations Corp. (“Digiplex”). Prior to the acquisition, Digiplex had entered into agreements to acquire 4 theatres and 33 screens (“pipeline theatres”). We completed our acquisition of one pipeline theatre and 10 screens on August 22, 2014 and two pipeline theatres and 18 screens on September 26, 2014. The transaction for one pipeline theatre was terminated subsequent to the acquisition.

• On November 20, 2013, we completed our acquisition of 9 entertainment complexes and 147 screens in three U.S. states from Muvico Entertainment, L.L.C. (“Muvico”).

• On August 16, 2013, we completed our purchase of 3 theatres and 52 screens in 3 states from Cinemark USA, Inc^® (“Cinemark”), a wholly-owned subsidiary of Cinemark Holdings, Inc.

• On December 13, 2012, we completed our purchase of certain assets from Phoenix Big Cinemas. The acquisition consisted of two theatres and sixteen screens in Kentucky and Tennessee.

• On November 15, 2012, we completed our acquisition of 16 entertainment complexes and 251 screens in seven U.S. states from Rave Reviews Cinemas, L.L.C.^® (“Rave”).

• On March 30, 2012, we completed our purchase of certain assets from Destinta Theatres. The acquisition consisted of a seven screen theatre in Clarion, Pennsylvania.

Screen Advertising

On October 14, 2010, we finalized the modification of our long-term exhibition agreement (the “Modified Exhibition Agreement”) with Screenvision Exhibition, Inc.^® (“Screenvision”), our principal provider of on-screen advertising services. The Modified Exhibition Agreement extends our 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, we 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. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.

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

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As of December 31, 2015, we held Class C and Class A membership units representing approximately 18% of the total issued and outstanding membership units of SV Holdco. As of December 31, 2015, the carrying value of our ownership interest in SV Holdco is $7.0 million and is included in investments in unconsolidated affiliates in the consolidated balance sheets. For book purposes, we have accounted for our 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 Accounting Standards Codification (“ASC”) 970-323-25-6.

Our 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 us an interest in the other members’ initial or subsequent capital contributions. As a profits interest, our 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 $85.0 million as of October 14, 2010. The $85.0 million 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 our Class C membership units has increased to $88 million as of December 31, 2015.

We will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of our initial Class C membership units, based upon changes in our future theatre and screen count. However, we will not forfeit more than 25% of the Class C membership units we received in October 2010, and we will not receive bonus units in excess of 33% of the Class C membership units we 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. Our Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that are awarded in future periods, will not be recognized in our consolidated financial statements until such units become non-forfeitable. Upon recognition, we will record our 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 $6.6 million using the Black Scholes Model. We have 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 our consolidated statement of operations since October 14, 2010. Our non-forfeitable Class C and Class A membership units represented approximately 14% and 15% of the total issued and outstanding membership units of SV Holdco as of December 31, 2015 and 2014, respectively.

Operations

Our theatre operations are under the supervision of our Senior Vice President and Chief Operating Officer and our two division managers. The division managers are responsible for implementing our operating policies and supervising our fourteen operating districts. Each operating district has a district manager who is responsible for overseeing the day-to-day operations of our theatres. Corporate policy development, strategic planning, site selection and lease negotiation, theatre design and construction, concession purchasing, film licensing, marketing, advertising, and financial and accounting activities are centralized at our corporate headquarters. We have an incentive bonus program for theatre-level management, which provides for bonuses based on incremental improvements in theatre profitability, including concession sales.

Box office admissions. The majority of our revenues comes from the sale of movie tickets. For the year ended December 31, 2015 box office admissions totaled $490.0 million, or approximately 60.9% of total revenues. At December 31, 2015, of our 275 theatres, 260 showed “first-run” films, which we license from distributors owned by the major studios, as well as from independent distributors, including four which exhibit first-run films at a reduced admission price, and the remaining 15 of our theatres featured films at a discount price.

Most of the tickets we sell are sold at our theatre box offices immediately before the start of a film. Patrons can also buy tickets in advance on the Internet for our theatres. These alternate sales methods do not currently represent a meaningful portion of our revenues, nor are they expected to in the near term.

Concessions and other revenues. Concession and other revenues totaled $314.4 million, or approximately 39.1% of total revenues for the year ended December 31, 2015. The majority of our theatres serve a limited menu of higher margin items such as popcorn, flavored popcorn, candy, cotton candy, bottled water and soft drinks. However, we have recently introduced expanded menus in certain locations which include the sale of hot foods such as pizza, chicken fingers, nachos, burgers, hot dogs and french fries as well as frozen drinks and alcoholic beverages. In addition, in several markets, we offer coffee, ice cream and pretzels. We plan to continue expanding our food and beverage menus, including the sale of alcoholic beverages, at certain locations in future years.

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During 2015, we completed the conversion of three theatres to our in-theatre dining concept. These theatres feature a casual in-theatre dining and movie-going experience for the entire family. In addition to push-button service, these theatres allow patrons to enjoy a wide array of food and beverage options while enjoying a movie in our premium seats. We believe that a single theatre and dining destination provides our patrons with a more convenient and affordable entertainment experience which can lead to increased visits. We continue to evaluate markets for in-theatre dining and intend to expand the number of theatres with in-theatre dining in future years. Revenues generated from the operation of these dining concepts during 2015 were not significant to our consolidated statements of operations.

We also operate two Bogart’s^® Bar and Grill Restaurants (“Bogart’s”), which were acquired as part of the Muvico acquisition in November 2013. Bogart’s, a full service restaurant and bar located in two of the Muvico entertainment complexes, offers guests classic American cuisine and premium alcohol selections.

We manage our inventory purchasing centrally with authorization required from our central office before orders may be placed. We have installed digital menu boards in all of our theatres and believe that they enhance customer service and may lead to incremental concessions revenue. We operate one family entertainment center under the name Hollywood Connection^® which features a multiplex theatre and other forms of family entertainment.

We purchase substantially all of our concession and janitorial supplies, except for beverage supplies, from Continental Concession Supplies, Inc. ^® (“CCSI”). We are a significant customer of CCSI. If this relationship was disrupted, we could be forced to negotiate substitute arrangements with alternative vendors which are likely to be, in the aggregate, less favorable to us.

During 2015, we purchased most of our beverage supplies from The Coca-Cola Company^® (“Coke”). If we are unable to continue our relationship with Coke, we could be forced to negotiate with other beverage suppliers whose product may be less favorable to patrons in our markets or at terms which, in the aggregate, may be less favorable to us.

Seasonality

Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues. However, movie studios are increasingly introducing more popular film titles throughout the year. In addition, in years where Christmas falls on a weekend day, our revenues are typically lower because our patrons generally have shorter holiday periods away from work or school.

Gift Card Program

In November 2012, we launched our gift card program to replace our existing gift certificate program. Our customers may purchase gift cards in any of our participating theatres, online through our website at www.carmike.com or through certain third-party retailers. We believe that our gift card program will further increase customer loyalty and provides an additional channel for marketing to our customers.

Loyalty Program

We believe that it is important to build patron loyalty through enhancing the benefits received by attending one of our theatres. In October 2010, we initiated the Carmike Rewards^® program, a moviegoer loyalty program. Carmike Rewards’ members earn points based on admissions and concessions purchases at any Carmike theatre. Upon achieving designated point thresholds, members are eligible for specified awards, such as admission tickets and concession items.

Film Licensing

We obtain licenses to exhibit films by directly negotiating with film distributors. We license films through our booking office located in Columbus, Georgia. Our Vice President—Film, in consultation with our Chief Operating Officer, directs our motion picture bookings. Prior to negotiating for a film license, our Vice President—Film and film-booking personnel evaluate the prospects for upcoming films. The criteria considered for each film include cast, director, plot, performance of similar films, estimated film rental costs and expected Motion Picture Association of America (“MPAA”) rating. Because we only license a portion of newly released first-run films, our success in licensing depends greatly upon the availability of commercially popular motion pictures, and also upon our knowledge of the preferences of patrons in our markets and insight into trends in those preferences. We maintain a database that includes revenue information on films previously exhibited in our markets. We use this historical information to match new films with particular markets so as to maximize revenues.

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The table below depicts the industry’s top 10 films for the year ended December 31, 2015 compared to our top 10 films for the same period, based on reported gross receipts:

	Industry		Carmike Cinemas
1	Jurassic World	1	Star Wars: The Force Awakens
2	Star Wars: The Force Awakens	2	Jurassic World
3	Avengers: Age of Ultron	3	Avengers: Age of Ultron
4	Inside Out	4	American Sniper
5	Furious 7	5	Furious 7
6	American Sniper	6	Inside Out
7	Minions	7	The Hunger Games: Mockingjay - Part 2
8	The Hunger Games: Mockingjay - Part 2	8	Minions
9	The Martian	9	Cinderella
10	Cinderella	10	Pitch Perfect 2

Film Rental Fees

We typically enter into film licenses that provide for rental fees based on “firm terms” which are negotiated and established prior to the opening of the picture; mutually agreed “settlement” upon the conclusion of the film run; or a sliding scale formula which is based on a percentage of the box office receipts using a pre-determined and agreed-upon film rental scale. Under a firm terms formula, we pay the distributor a specified percentage of the box office receipts, and this percentage declines over the term of the run. Some of our distributors award aggregate percentage terms for the run of the film. Under such an agreement, a set percentage is paid for the entire run of the film with no adjustments. The sliding scale formula provides for a fee equal to a percentage of box office receipts, with such percentage increasing as box office receipts increase nationally.

Film Licensing Zones

Film licensing zones are geographic areas established by film distributors where any given film is allocated to only one theatre within that area. In our markets, these zones generally encompass three to five miles. In film licensing zones where we have little or no competition, we obtain film licenses by selecting a film from among those offered and negotiating directly with the distributor. In competitive film licensing zones, a distributor will allocate its films among the exhibitors in the zone. When films are licensed under the allocation process, a distributor will choose which exhibitor is offered a movie and then that exhibitor will negotiate film rental terms directly with the distributor for the film.

Relationship with Distributors

We depend on, among other things, the quality, quantity, availability and acceptance by movie-going customers of the motion pictures produced by the motion picture production companies and licensed for exhibition to the motion picture exhibitors by distribution companies. Disruption in the production of motion pictures by the major studios and/or independent producers or poor performance of motion pictures could have an adverse effect on our business.

While there are numerous distributors that provide quality first-run movies to the motion picture exhibition industry, the following distributors accounted for over 90% of our box office admissions for the year ended December 31, 2015: Walt Disney Studios Motion Pictures, 20^th Century Fox, Paramount, Sony Pictures Entertainment, Universal, Warner Brothers, The Weinstein Company and Lions Gate Features.

Digital Cinema

We executed a Master License Agreement with Christie/AIX (“Christie”) on December 16, 2005 which covers the majority of our digital projectors. This agreement calls for Christie to license and install up to 2,300 digital cinema projection systems in our theatre auditoriums at a per screen installation cost of $800. The term of the agreement is from the date of installation in a specific auditorium until December 31, 2020 unless renewed for successive one year periods for up to ten years. Additionally, we are responsible for the maintenance of the installed equipment and have entered into a service agreement with Christie at an annual per screen cost of $2,689.

As of December 31, 2015, all of our screens operate on a digital-based platform, and 258 theatres with 1,088 screens are equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also enable us to achieve higher ticket prices for 3-D content and provide us with the capability to explore revenue-enhancing

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alternative content programming, such as live concerts and sporting events. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance and enhance capacity utilization. The superior quality of digital cinema and our 3-D capability could provide a competitive advantage to us in markets where we compete for film and patrons.

We have experienced a consistent slate of 3-D content. We charge an additional $2.50 to $4.00 per ticket for 3-D versions of a movie in the majority of our theatres. We believe the benefits associated with digital technologies will be significant for our theatre circuit and will provide us with the opportunity for incremental revenues as the quality and availability of 3-D and alternative content increases.

Alternative Content

As directors and producers continue to embrace new technology in their productions, we expect new and innovative forms of alternative content to be available. We continue to seek opportunities to increase revenues from alternative content programming and believe that we can increase the utilization rates of our theatres and concession sales by matching content to audience demand during off-peak and some peak periods.

In August 2014, we acquired Digiplex, a leading exhibitor of alternative content programming and retained certain members of Digiplex’s alternative programming team to further enable us to expand our alternative content platform. As part of the Digiplex acquisition, we acquired Digiplex’s 50% ownership interest in a joint venture with Nehst Media Enterprises^® (“Nehst”) called DigiNext LLC^® (“DigiNext”). Under this joint venture agreement, Nehst will supply DigiNext with periodic movie content and we will have the option to display such content at our locations on an exclusive basis, or may choose to allow non-Carmike venues to display the content. In addition to our Diginext joint venture, we currently present alternative programming from multiple providers, including National CineMedia^® and Screenvision.

Management Information Systems

We utilize a point-of-sale system in our theatres developed by Allure Global Solutions, Inc.^® (“Allure”). Our point-of-sale system allows us to centralize most theatre-level administrative functions at our corporate headquarters. In addition, the point-of-sale system allows corporate management to monitor ticket and concession sales and box office and concession staffing on a daily basis, enabling our theatre managers to focus on the day-to-day operation of the theatre. Furthermore, it coordinates payroll, generates operating reports analyzing film performance and theatre profitability, and generates information we use to quickly detect theft. The point-of-sale system also facilitates services such as advanced ticket sales, Internet ticket sales and gift card sales. The point-of-sale system provides management with detailed data tracking and trend analysis. We have active communication between our theatres and corporate headquarters, which allows our senior management to analyze vital profit and staffing information on a daily basis and perform the majority of the theatre-level administrative functions.

Competition

The motion picture exhibition industry is fragmented and highly competitive. In markets where we are not the sole exhibitor, we compete against regional and independent operators as well as the larger theatre circuit operators.

Our operations are subject to varying degrees of competition with respect to film licensing, attracting customers, obtaining new theatre sites or acquiring theatre circuits. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theatres near one of our existing theatres, which may have a material adverse effect on our theatres. Competitors have built or are planning to build theatres in certain areas in which we operate, which has resulted and may continue to result in excess capacity in such areas which adversely affects attendance and pricing at our theatres in such areas. We do not believe that the impact of competition in these markets will be significant to our consolidated statements of operations.

The opening of large multiplexes and theatres with stadium seating by us and certain of our competitors has tended to, and is expected to continue to, draw audiences away from certain older and smaller theatres, including theatres operated by us. In addition, competitors in certain areas in which we operate have installed luxury seating and other amenities which has adversely affected attendance at our theatres in such areas. Demographic changes and competitive pressures can also lead to a theatre location becoming impaired.

In addition to competition with other motion picture exhibitors, our theatres face competition from a number of alternative motion picture exhibition delivery systems, such as cable television, satellite, pay-per-view and internet streaming video services and home video systems. The expansion of such delivery systems could have a material adverse effect upon our business and results of operations. We also compete for the public’s leisure time and disposable income with all forms of entertainment, including sporting events, concerts, live theatre and restaurants.

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Regulatory Environment

The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Certain consent decrees resulting from such cases bind certain major motion picture distributors and require the motion pictures of such distributors to be offered and licensed to exhibitors, including us, on a theatre-by-theatre basis. Consequently, exhibitors such as our company cannot assure themselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for licenses on a film-by-film and theatre-by-theatre basis.

The Americans with Disabilities Act (“ADA”), which became effective in 1992, and certain state statutes and local ordinances, among other things, require that places of public accommodation, including theatres (both existing and newly constructed), be accessible to patrons with disabilities. The ADA requires that theatres be constructed to permit persons with disabilities full use of a theatre and its facilities. For example, we are aware of several lawsuits that have been filed against other exhibitors by disabled moviegoers alleging that certain stadium seating designs violate the ADA. Also, the ADA may require certain modifications be made to existing theatres in order to accommodate patrons and employees who are disabled, including the use of closed-captioning for the hearing impaired.

Our theatre operations are also subject to federal, state and local laws governing such matters as construction, renovation and operation of our theatres as well as wages, working conditions, citizenship, and health and sanitation requirements and licensing. We believe that our theatres are in material compliance with such requirements.

We own, manage and operate theatres and other properties which may be subject to certain U.S. federal, state and local laws and regulations relating to environmental protection, including those governing past or present releases of hazardous substances. Certain of these laws and regulations may impose joint and several liability on certain statutory classes of persons for the costs of investigation or remediation of such contamination, regardless of fault or the legality of original disposal. These persons include the present or former owner or operator of a contaminated property and companies that generated, disposed of or arranged for the disposal of hazardous substances found at the property. Other environmental laws, such as those regulating wetlands, may affect our site development activities, and some environmental laws, such as those regulating the use of fuel tanks, could affect our ongoing operations. Additionally, in the course of maintaining and renovating our theatres and other properties, we periodically encounter asbestos containing materials that must be handled and disposed of in accordance with federal, state and local laws, regulations and ordinances. Such laws may impose liability for release of asbestos containing materials and may entitle third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos containing materials. We believe that our activities are in material compliance with such requirements.

Employees

As of December 31, 2015, we had approximately 8,500 employees, none of whom were covered by collective bargaining agreements and approximately 7,200 of whom were part-time. As of December 31, 2015, approximately 33% of our hourly employees were paid at the federal minimum wage and accordingly, the minimum wage largely determines our labor costs for those employees. We believe we are more dependent upon minimum wage employees than most other motion picture exhibitors. Although our ability to secure employees at the minimum wage in our smaller markets is advantageous to us because it lowers our labor costs, we are also more likely than other exhibitors to be immediately and adversely affected if the minimum wage is raised.

Trademarks and Trade-Names

We own or have rights to trademarks or trade-names that are used in conjunction with the operations of our theatres. We own Carmike Cinemas^® and Hollywood Connection^®, the Carmike C^® and its film strip design, Big D^®, Carmike Rewards^®, Muvico^®, MuviXL^®, Digiplex^®, and Wynnsong Cinemas^® trademarks. In addition, our logo is our trademark. Coca-Cola^®, Rave Reviews Cinemas, L.L.C.^®, Cinemark USA, Inc.^®, Christie^®, RealD^®, Screenvision^®, Continental Concession Supplies, Inc.^®, Allure Global Solutions, Inc.^®, DigiNext^®, Nehst^®, National CineMedia^®, Bogart’s^®, IMAX^® and Sundance Cinemas^® are registered trademarks used in this Annual Report on Form 10-K and are owned by third parties.

Corporate Information

Carmike Cinemas, Inc. was organized as a Delaware corporation in April 1982 in connection with the leveraged buy-out of our predecessor, the Martin Theatres circuit. Our predecessor companies date back to the 1930s. Our principal executive offices are located at 1301 First Avenue, Columbus, Georgia 31901, and our telephone number is (706) 576-3400.

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Website Access

Our website address is www.carmike.com. You may obtain free electronic copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports required to be filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act at our website under the heading “Investor Relations, SEC Filings.” These reports are available on our website as soon as reasonably practicable after we electronically file such material or furnish it to the SEC. The SEC maintains a web site (http://www.sec.gov) that makes available reports, proxy statements and other information regarding us. Our SEC file number reference is Commission File No. 000-14993. The contents of our Internet website are not incorporated into this report.

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ITEM X.     EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information as of February 15, 2016 regarding our executive officers.

Name	Age	Title
S. David Passman III	63	President and Chief Executive Officer
Fred W. Van Noy	58	Senior Vice President, Chief Operating Officer
Richard B. Hare	49	Senior Vice President—Finance, Treasurer, and Chief Financial Officer
Daniel E. Ellis	47	Senior Vice President, General Counsel and Secretary
A. Dale Mayo	74	President, Alternative Programming
Rob Collins	53	Senior Vice President, Chief Marketing Officer
John A. Lundin	66	Vice President—Film
Jeffrey A. Cole	56	Vice President—Controller
Gregory S. Wiggins	35	Assistant Vice President, Chief Accounting Officer

S. David Passman III, 63, has served as President and Chief Executive Officer of Carmike since June 2009 and director since June 2003. Previously, Mr. Passman served as President and CEO of IBS-STL, Inc., a book publishing and distribution company, from June 2005 until January 2009. He served as the President of the Harland Printed Products and Harland Checks divisions of John H. Harland Company, a provider of printed products and software and related services to the financial institution market, from 1999 to 2003, and also served as its CFO from 1996 to 1999. Mr. Passman is a former partner of Deloitte & Touche LLP, a public accounting firm, where he served as the Managing Partner of the Atlanta office from 1993 to 1996.

Fred W. Van Noy, 58, joined us in 1975. He served as a District Manager from 1984 to 1985 and as Western Division Manager from 1985 to 1988, when he became Vice President—General Manager. In December 1997, he was elected to the position of Senior Vice President—Operations. In November 2000, he became Senior Vice President—Chief Operating Officer.

Richard B. Hare, 49, joined us as Senior Vice President—Finance, Treasurer and Chief Financial Officer in March 2006. Mr. Hare served as Chief Accounting Officer and Controller for Greenfuels Holding Company, LLC, an energy development and management services company, and its affiliates from August 2002 to March 2006. From October 2000 until June 2002, Mr. Hare served as Assistant Treasurer for Sanmina-SCI Corporation, a manufacturer of electronic components. From 1997 until October 2000, Mr. Hare served as Treasurer of Wolverine Tube, Inc., a manufacturer of copper and copper alloy products. Mr. Hare, a Certified Public Accountant, began his career in 1989 at Coopers & Lybrand, a public accounting firm.

Daniel E. Ellis, 47, joined us as Senior Vice President, General Counsel and Secretary in August 2011. Mr. Ellis previously served in several roles with Lodgian, Inc., a publicly traded owner and operator of hotels from 1999 until 2011. Prior to its sale to a private equity fund in 2010, Mr. Ellis served as Lodgian’s President and Chief Executive Officer and was a member of the Board of Directors and its Executive Committee from 2009 through 2010. He served as the company’s Senior Vice-President, General Counsel and Secretary from 2002 through 2009 and retained the titles of General Counsel and Secretary upon his promotion in 2009. Prior to joining Lodgian, Mr. Ellis served as an Assistant District Attorney for the State of Georgia.

A. Dale Mayo, 74, joined us as President, Alternative Programming in August 2014. Mr. Mayo previously served as the Chairman and CEO of Digiplex, a publicly traded motion picture exhibitor, from 2010 through 2014. Prior to Digiplex, Mr. Mayo was the Chairman and CEO of Cinedigm, a leader in the conversion of the exhibition industry from film to digital technology, from 2000 to 2010. Prior to Cinedigm, Mr. Mayo served as the Chairman and CEO of Clearview Cinema Group, a motion picture exhibitor in the New York metropolitan area.

Rob Collins, 53, joined us in December 2015 as Senior Vice President and Chief Marketing Officer. Prior to joining us, Mr. Collins served as Vice President, Brand Activation at Turner Entertainment Networks ("Turner"), since 2011. Prior to joining Turner, Mr. Collins founded Focus Point Advertising, a boutique ad agency focused on tourism and entertainment industries that serviced clients including Paramount Parks and served as Corporate Vice President of Marketing at Herschend Family Entertainment, a leading operator of hotels, theme parks, water parks and aquariums.

John Lundin, 66, joined us in January 2010 as Vice President—Film. Prior to joining us, Mr. Lundin served as the District Manager for Sony Pictures Distribution, a motion picture distributor, from July 2009 to January 2010. Prior to joining Sony Pictures, he served as VP-Film for Cinemark USA Inc., a motion picture exhibitor, since 1995.

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Jeffrey A. Cole, 56, joined us in December 2005 as Assistant Vice President-Controller. Prior to joining us, Mr. Cole served as the Executive Vice President and Chief Financial Officer of George Kerasotes Corporation (GKC Theatres) from July 1995 until May 2005. Prior to joining George Kerasotes Corporation, he served as the Chief Financial Officer—Controller of a bank holding company in Springfield, Illinois.

Gregory S. Wiggins, 35, joined us in September 2010 and was named Assistant Vice President and Chief Accounting Officer in May 2015. Mr. Wiggins has served in various positions at Carmike, most recently as Director of Financial Reporting and Assistant Treasurer. Prior to joining Carmike, Mr. Wiggins was an auditor at Ernst & Young LLP, a public accounting firm.

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ITEM 1A.    RISK FACTORS

The risk factors set forth below are applicable to us. You should carefully consider the following risks in evaluating us and our operations. The occurrence of any of the following risks could materially adversely affect, among other things, our business, financial condition and results of operations.

Our business will be adversely affected if there is a decline in the number of motion pictures available for screening or in the appeal of motion pictures to our patrons.

Our business 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. Our results of operations will vary from period to period based upon the number and popularity of the motion pictures we show in our theatres. A disruption in the production of motion pictures by, or a reduction in the marketing efforts of, the major studios and/or independent producers, a lack of motion pictures, the poor performance of motion pictures in general or the failure of motion pictures to attract the patrons in our theatre markets will likely adversely affect our business and results of operations.

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.

We have a significant amount of indebtedness. As of December 31, 2015, we have approximately $454.7 million of indebtedness outstanding (which reflects our 6.00% Senior Secured Notes, capital leases and financing obligations but does not reflect amounts that may be borrowed under our revolving credit facility (the “Credit Facility”)), all of which is secured, and we have approximately $50.0 million available for borrowings under the Credit Facility, subject to meeting customary borrowing conditions. We also have, and will continue to have, significant lease obligations. As of December 31, 2015, our total operating, capital and financing lease obligations with terms over one year totaled $1,163 million. Our substantial amount of indebtedness could have important consequences. For example, it could:

• increase our vulnerability to adverse economic, industry or competitive developments;

• result in an event of default if we fail to satisfy our obligations with respect to our 6.00% Senior Secured Notes due 2023 (the “Senior Secured Notes”) or other debt or fail to comply with the financial and other restrictive covenants contained in the Credit Facility and the Indenture governing the Senior Secured Notes or agreements governing our other indebtedness, which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;

• require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• increase our cost of borrowing;

• restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

• limit our ability to service our indebtedness;

• limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage to less highly leveraged competitors who may be able to take advantage of opportunities that our leverage prevents us from exploiting; and

• prevent us from raising the funds necessary to repurchase all Senior Secured Notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute a default under the Indenture governing the Senior Secured Notes.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations or prospects.

In addition, borrowings under the Credit Facility will bear interest at variable rates. If we were to borrow funds under the Credit Facility and these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial indebtedness would intensify. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.

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We may not be able to generate sufficient cash to service our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness and to fund our operations will depend on our ability to generate cash in the future. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on the Senior Secured Notes or our other indebtedness.

If our cash flows and capital resources are insufficient to meet our debt service obligations or to fund our other liquidity needs, we may need to refinance all or a portion of our debt before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we would be able to refinance or restructure our indebtedness, obtain equity capital or sell assets or operations on commercially reasonable terms or at all. In addition, the terms of existing or future debt instruments, including the Indenture, may limit or prevent us from taking any of these actions. Our inability to take these actions and to generate sufficient cash flow to satisfy our debt service and other obligations could have a material adverse effect on our business, results of operation and financial condition.

If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing such outstanding indebtedness. If such a default were to occur, the note holders or lenders, as the case may be, under such indebtedness could elect to declare all amounts outstanding under it immediately due and payable, and in the case of the Credit Facility, the lenders would not be obligated to continue to advance funds under the Credit Facility. If the amounts outstanding under our debt were accelerated, it could cause an event of default under other indebtedness or allow other indebtedness to be accelerated.

The Indenture governing the Senior Secured Notes and the Credit Agreement contain various covenants limiting the discretion of our management in operating our business and could prevent us from capitalizing on business opportunities and taking some corporate actions.

The Indenture governing the Senior Secured Notes and the credit agreement (the “Credit Agreement”) governing the Credit Facility impose significant operating and financial restrictions on us. These restrictions will limit or restrict, among other things, our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness or guarantee obligations;

• issue certain preferred stock or redeemable stock;

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments or acquisitions;

• sell, transfer or otherwise convey certain assets;

• create or incur liens or other encumbrances;

• prepay, redeem or repurchase debt (including the Senior Secured Notes) 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.

In addition, any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.

Our ability to comply with these covenants may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these covenants. A breach of any of the covenants contained in the Indenture governing the Senior Secured Notes or in the Credit Agreement, including our inability to comply with any financial covenants, could result in an event of default, which would allow the noteholders or the lenders under the Credit Facility, as the case may be, to declare all borrowings outstanding to be due and payable under such indebtedness, which would in turn trigger an event of default under other indebtedness. At maturity or in the event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of funding, we may be required to curtail our operations or take other actions that are inconsistent with our current business practices or strategy. Further, if we are unable to repay, refinance or restructure our secured indebtedness, the holder of such debt could proceed against the collateral securing that indebtedness.

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Our business is subject to significant competitive pressures.

Large multiplex theatres, which we and some of our competitors built, have tended to and are expected to continue to draw audiences away from certain older theatres, including some of our theatres. In addition, demographic changes and competitive pressures can lead to the impairment of a theatre. Over the last several years, we and many of our competitors have closed a number of theatres. Our competitors or smaller entrepreneurial developers may purchase or lease these abandoned buildings and reopen them as theatres in competition with us.

We face varying degrees of competition from other motion picture exhibitors with respect to licensing films, attracting customers, obtaining new theatre sites and acquiring theatre circuits. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theatres near one of our existing theatres. Competitors have built and are planning to build theatres in certain areas in which we operate. In the past, these developments have resulted and may continue to result in excess capacity in those areas, adversely affecting attendance and pricing at our theatres in those areas. Even where we are the only exhibitor in a film licensing zone (and therefore do not compete for films), we still may experience competition for patrons from theatres in neighboring zones. There have also been a number of consolidations in the film exhibition industry, and the impact of these consolidations could have an adverse effect on our business if greater size would give larger operators an advantage in negotiating licensing terms.

Our theatres also compete with a number of other motion picture delivery systems including network, cable and satellite television, internet streaming video services, DVD’s, as well as video-on-demand, pay-per-view services and downloads via the Internet. While the impact of these alternative types of motion picture delivery systems on the motion picture exhibition industry is difficult to determine precisely, there is a risk that they could adversely affect attendance at motion pictures shown in theatres.

Our ability to attract patrons is also affected by (1) the DVD release window, which is the time between the release of a film for play in theatres and when the film is available on DVD for general public sale or rental and (2) the video-on-demand release window, which is the time between the release of a film for play in theatres and when the film is available on video-on-demand services for public viewing. Each of these release windows has been narrowing over the past several years. For example, we believe the DVD and video-on-demand release windows currently average approximately four months. It is also possible that these release windows could shorten in the near future. If these release windows continue to shorten, it might impact our ability to attract patrons to our theatres.

Future release windows may also shorten with the introduction of premium video-on-demand (“premium VOD”). Premium VOD would allow movie studios to make movies available to customers at an increased price as soon as 30-60 days after release to the theatres. To date, few titles have been released through premium VOD. However, if movie studios increase the number of titles released with premium VOD, it might decrease our ability to draw patrons to our theatres.

Theatres also face competition from a variety of other forms of entertainment competing for the public’s leisure time and disposable income, including sporting events, concerts, live theatre and restaurants.

Certain of our theatre initiatives, including in-theatre dining, enhanced food and beverage options and luxury seating may not be successful.

As a leading motion picture exhibitor, we continue to introduce new amenities to our theatres aimed at enhancing the experience of our patrons. These amenities, which have included in-theatre dining, expanded food and beverage options and luxury seating initiatives are subject to significant risks. There is a risk that these initiatives may not perform to our expectations or to the satisfaction of our patrons. In addition, difficulties in obtaining landlord approval as well as required operating permits and licenses, may prevent us from implementing these amenities at certain theatres. Furthermore, these initiatives require significant capital expenditures. The lack of available capital resources due to business performance or other financial commitments may prevent us from implementing these amenities at additional theatres and could limit our ability to compete with other exhibitors.

Our revenues vary significantly depending upon the timing of the motion picture releases by distributors.

Our business is seasonal, with a disproportionate amount of our revenues generated during the summer months and year-end holiday season. While motion picture distributors have begun to release major motion pictures more evenly throughout the year, the most marketable motion pictures are usually released during the summer months and the year-end holiday season, and we usually generate more revenue and cash flows during those periods than in other periods during the year. As a result, the timing of motion picture releases affects our results of operations, which may vary significantly from quarter to quarter and year to year. If we do not adequately manage our theatre costs of operations, it could significantly affect our cash flow and potential for future growth.

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Patrons may not perceive the value of viewing films in 3-D.

If the quality of 3-D films released by studios declines or customers lose interest in 3-D, customers may not perceive that the value of viewing a film in 3-D outweighs the incremental cost. This may adversely affect our ability to generate additional revenue from the digital and 3-D movie experience.

Deterioration in our relationships with any of the major film distributors could adversely affect our access to commercially successful films and could adversely affect our business and results of operations.

Our business depends to a significant degree on maintaining good relationships with the major film distributors that license films to our theatres. The film distribution business is highly concentrated, therefore any deterioration in our relationships with any of the major film distributors could adversely affect our access to commercially successful films and adversely affect our business and results of operations. In addition, because the distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been subject of numerous antitrust cases, we cannot ensure a supply of motion pictures by entering into long-term arrangements with major distributors. Rather, we must compete for licenses on a film-by-film and theatre-by-theatre basis and are required to negotiate licenses for each film and for each theatre individually.

Negative economic conditions could adversely affect our business and financial results by reducing amounts consumers spend on attending movies and purchasing concessions.

Our business depends on consumers voluntarily spending discretionary funds on leisure activities. Movie theatre attendance and concessions sales may be affected by prolonged negative trends in the general economy that adversely affect consumer spending. Our customers may have less money for discretionary purchases because of negative economic conditions such as job losses, foreclosures, bankruptcies, sharply falling home prices, reduced availability of credit and other matters, resulting in a decrease in consumer spending or causing consumers to shift their spending to alternative forms of entertainment. This may affect the demand for movies or severely impact the motion picture production industry such that our business and operations could be adversely affected.

We expect to expand through acquisitions, which may divert our management’s attention and result in unexpected operating difficulties, increased costs and dilution to our stockholders. We also may never realize the anticipated benefits of any acquisitions.

We have acquired theatres and theatre circuits, and as part of our growth strategy, we expect to seek to acquire additional theatres and theatre circuits. We may have difficulty identifying suitable acquisition candidates and even if we identify suitable candidates, we anticipate significant competition (including from possible buyers with greater financial resources) when trying to acquire these theatres, and there can be no assurances that we will be able to acquire such theatres at reasonable prices or on favorable terms.

To complete a future acquisition, we may determine that it is necessary to use a substantial amount of our cash or engage in equity or debt financing. This could result in significant dilution to our existing stockholders or a significant increase in our leverage. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters that make it more difficult for us to obtain additional capital in the future and to pursue other business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all, which could limit our ability to engage in acquisitions. If we cannot identify or successfully acquire suitable acquisition candidates, we may not be able to successfully expand our operations and the market price of our securities could be adversely affected.

There can be no assurance that we will be able to generate sufficient cash flow from any acquisitions to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions or that other anticipated benefits will result. If we cannot generate sufficient cash flow to service debt incurred to finance an acquisition, our results of operations and profitability would be adversely affected.

Any acquisition may involve operating risks, such as:

• the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;

• the potential disruption of our ongoing business and incurring significant costs associated with pursuing and completing acquisitions;

• the diversion of management’s attention and other resources;

• the possible inability of management to maintain uniform standards, controls, procedures and policies;

• the risks of entering markets in which we have little or no experience;

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• the requirement to divest existing or acquired theatres under antitrust and competition laws or regulations;

• the possibility that any liabilities we may incur or assume from acquired theatres may prove to be more burdensome than anticipated; and

• the possibility that any acquired theatres do not perform as expected.

Inefficient or ineffective allocation of capital could adversely affect our operating results and/or shareholder value.

Our goal is to invest capital to maximize our overall long-term returns. This includes spending on capital projects, including new build-to-suit theatres, remodels of existing theatres and acquisitions and periodically returning value to our shareholders through share repurchases. To a large degree, capital efficiency reflects how well we manage our other key risks. The actions taken to address other specific risks may affect how well we manage the more general risk of capital efficiency. If we do not properly allocate our capital to maximize returns, we may fail to produce optimal financial results and we may experience a reduction in shareholder value.

Labor disputes in the motion picture industry may adversely affect our business.

Any disruption in the production or distribution of motion pictures related to disputes between film producers and film actors or other labor disputes in the motion picture industry could adversely affect our business and results of operations.

We rely heavily on our point-of-sale system to operate our business and a failure of this system could harm our business.

We depend on our point-of-sale computer system to operate our business and issue tickets to patrons at our theatres. A substantial system failure could restrict our ability to issue tickets timely to our patrons and could reduce the attractiveness of our services and cause our patrons to attend another theatre. In addition, we rely on our point-of-sale system to centralize most theatre-level administrative functions at our corporate headquarters such as coordinating payroll, tracking theatre invoices, generating operating reports to analyze film performance and theatre profitability, and generating information to quickly detect theft. Disruption in, changes to, or a breach of the point-of-sale system could result in the loss of important data, an increase of our expenses and a possible temporary cessation of our operations.

Failure to protect our information systems and other confidential information against cyber attacks or other information security breaches could have a material adverse effect on our business.

Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber attacks. A failure in or breach of our information systems or other confidential information as a result of cyber attacks or other information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs or cause losses. As cyber and other threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures or to investigate and remediate any information security vulnerabilities.

We depend on key personnel for our current and future performance.

Our current and future performance depends to a significant degree upon the continued contributions of our senior management team and other key personnel. The loss or unavailability to us of any member of our senior management team or a key employee could significantly harm us. We cannot assure you that we would be able to locate or employ qualified replacements for senior management or key employees on acceptable terms.

Compliance with the ADA could require us to incur significant capital expenditures and litigation costs in the future.

The ADA and certain state statutes and local ordinances, among other things, require that places of public accommodation, including both existing and newly constructed theatres, be accessible to customers with disabilities. The ADA requires that theatres be constructed to permit persons with disabilities full use of a theatre and its facilities. The ADA may also require that certain modifications be made to existing theatres in order to make them accessible to patrons and employees who are disabled.

We are aware of several lawsuits that have been filed against other motion picture exhibitors by disabled moviegoers alleging that certain stadium seating designs violated the ADA. If we fail to comply with the ADA, remedies could include imposition of injunctive relief, fines, awards for damages to private litigants and additional capital expenditures to remedy non-compliance. Imposition of significant fines, damage awards or capital expenditures to cure non-compliance could adversely affect our business and operating results.

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We are subject to other federal, state and local laws which limit the manner in which we may conduct our business.

Our theatre operations are subject to federal, state and local laws governing matters such as construction, renovation and operation of our theatres as well as wages, working conditions, citizenship and health and sanitation requirements and licensing. While we believe that our theatres are in material compliance with these requirements, we cannot predict the extent to which any future laws or regulations that regulate employment matters will impact our operations. At December 31, 2015, approximately 33% of our hourly employees were paid at the federal minimum wage and, accordingly, the minimum wage largely determines our labor costs for those employees. Increases in the minimum wage will increase our labor costs. In addition, changes to overtime rules and other Department of Labor rulings will impact our labor costs. We are subject to various federal, state and local environmental laws. See Item 1 “Business—Regulatory Environment.”

We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.

As of December 31, 2015 after applying Internal Revenue Code (“IRC”) Section 382 limitations, we had $51.8 million and $58.1 million of federal and state operating loss carryforwards, respectively, with which to offset our future taxable income. The state net operating loss carryforwards are shown net of a valuation allowance for certain state net operating loss carryforwards that are expected to expire unused. The federal net operating loss carryforwards will begin to expire in the year 2020, and certain of the state net operating loss carryforwards began expiring in 2015. If these loss carryforwards are unavailable for our use in future periods, this may adversely affect our results of operations and financial position.

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

Our acquisitions of Digiplex and Sundance triggered ownership changes for these companies during the third quarter of 2014 and fourth quarter of 2015, respectively. We have evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of our assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses we can utilize under IRC Section 382. Therefore, we do not believe that the ownership changes will significantly limit our ability to utilize net operating losses acquired from Digiplex or Sundance.

We may not be able to realize our deferred tax assets in the future and they may be subject to additional valuation allowances, which could adversely affect our operating results.

Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of our deferred tax assets. Establishing an allowance on our net deferred tax assets could have a material adverse effect on our financial condition and results of operations.

Management’s conclusion at December 31, 2015 that it is more likely than not that our net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, as noted above, we believe, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $0.9 million was established for the three and twelve months ended December 31, 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration.

Disruption or non-renewal of our relationship with our primary concession suppliers could harm our margins on concessions.

We purchase substantially all of our concession supplies, except for beverage supplies, as well as janitorial supplies from CCSI, and we are a significant customer of CCSI. In return for our concession supplies, we pay CCSI at prices that are based

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on the type of concession supplied. If this relationship were disrupted, we could be forced to negotiate substitute arrangements with alternative vendors which are likely to be, in the aggregate, less favorable to us.

We purchase substantially all of our beverage supplies from The Coca-Cola Company. The Coca-Cola Company periodically raises beverage supply costs, which have historically not exceeded 10% annually. Our margins on concessions revenue may decline to the extent we are unable to pass on increases in our concession costs to our customers in a rate at or near the rate of cost increases.

Our development of new theatres poses a number of risks.

We plan to continue to expand our operations through the development of new theatres and the expansion of existing theatres. We anticipate our development activities in 2016 will consist of up to five theatres. Developing new theatres requires a significant amount of time and resources and poses a number of risks. Construction of new theatres may result in cost overruns, delays or unanticipated expenses related to zoning or tax laws. Contractors may have difficulty in obtaining financing for construction. We face significant competition for potential theatre locations. Desirable sites for new theatres may be unavailable or expensive, and the markets in which new theatres are located may deteriorate over time. Additionally, the market potential of new theatre sites cannot be precisely determined, and our theatres may face competition in new markets from unexpected sources. Newly constructed theatres may not perform up to our expectations.

If we determine that assets are impaired, we will be required to recognize a charge to earnings.

The opening of large multiplexes and theatres with stadium seating by us and certain of our competitors has tended to, and is expected to continue to, draw audiences away from certain older theatres, including some of our theatres. In addition, demographic changes and competitive pressures can lead to the impairment of a theatre.

We perform our theatre impairment analysis at the individual theatre level, the lowest level of independent, identifiable cash flow. We review all available evidence when assessing long-lived assets for potential impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre and alternative uses of the assets. Our evaluation of negative trends in theatre-level cash flow considers seasonality of the business, with significant revenues and cash-flow being generated in the summer and year-end holiday season. Absent any unusual circumstances, we evaluate new theatres for potential impairment only after such theatres have been open and operational for a sufficient period of time to allow the market to mature.

When an impairment indicator or triggering event has occurred, we estimate future, undiscounted theatre-level cash flow using assumptions based on historical performance and our internal budgets and projections, adjusted for market specific facts and circumstances. If the undiscounted cash flow is not sufficient to support recovery of the asset group’s carrying value, an impairment loss is recorded in the amount by which the carrying value exceeds estimated fair value of the asset group. Fair value is determined primarily by discounting the estimated future cash flow, at a rate commensurate with the related risk. Significant judgment is required in estimating future cash flow, and significant assumptions include attendance levels, admissions and concessions pricing and the weighted average cost of capital. Accordingly, actual results could vary significantly from such estimates. We had long-lived asset impairment charges, from our continuing operations, totaling $21.7 million over the last five fiscal years. For fiscal years 2015, 2014 and 2013, our impairment charges from our continuing operations were $7.5 million, $3.2 million and $3.7 million, respectively.

Our business makes us vulnerable to fears of terrorism, other forms of mass violence or health-related epidemics, which could cause customers to avoid crowded settings.

Fears of unexpected events including terrorist attacks or other forms of mass violence aimed at crowded settings or health-related epidemics, such as influenza outbreaks, could cause people to avoid theatres or other public places where crowds are in attendance. In addition, natural disasters such as hurricanes, flooding, tornados or earthquakes, could hinder our ability to operate one or more of our theatres. Any of these events, or fears of these events, could adversely affect our results of operations.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud and our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We believe that any

19

disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, that alternative reasoned judgments can be drawn, or that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

Our certificate of incorporation and bylaws contain provisions that make it more difficult to effect a change in control of the Company.

Certain provisions of our certificate of incorporation and bylaws and the Delaware General Corporation Law could have the effect of delaying, deterring or preventing a change in control of the Company not approved by the Board of Directors, even if the change in control were in the stockholders’ interests. Under our certificate of incorporation, our Board of Directors has the authority to issue up to one million shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. While we have no present intention to issue shares of preferred stock, an issuance of preferred stock in the future could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. In addition, our bylaws provide that the request of stockholders owning 66 2/3% of our capital stock then issued and outstanding and entitled to vote is required for stockholders to request a special meeting.

Further, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which prohibits us from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. The application of Section 203 could have the effect of delaying or preventing a change of control that could be advantageous to the stockholders.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

As of December 31, 2015, we owned, operated, or had an interest in 55 of our theatres and leased 220 of our theatres. A list of our theatres, by state, is included above under “Business—Overview.”

We typically enter into long-term leases that provide for the payment of fixed monthly rentals, contingent rentals based on a percentage of revenue over a specified amount and the payment of property taxes, common area maintenance, insurance and repairs. We, at our option, can renew a substantial portion of our theatre leases at the then fair rental rate for various periods with renewal periods that may exceed 20 years.

We own our headquarters building, which has approximately 48,500 square feet, as well as a building that we use to store and repair theatre equipment. Both of these facilities are located in Columbus, Georgia. In addition, we lease a warehouse in Phenix City, Alabama which is used as a storage and refurbishment site for theatre equipment.

ITEM 3.    LEGAL PROCEEDINGS

From time to time we are involved in routine litigation and legal proceedings in the ordinary course of our business, 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 we believe will have a material effect, either individually or in the aggregate, on our business or financial condition.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is currently traded on the NASDAQ Global Market under the symbol “CKEC.” The last reported sale price of the common stock on December 31, 2015 was $22.94 per share. The table below sets forth the high and low sales prices of our common stock from January 1, 2015 through December 31, 2015.

2015	High		Low		Dividends
Fourth Quarter	$	26.48	$	19.67	$	—
Third Quarter	$	28.61	$	18.93	$	—
Second Quarter	$	34.14	$	26.09	$	—
First Quarter	$	34.94	$	24.00	$	—
2014	High		Low		Dividends
Fourth Quarter	$	32.51	$	24.83	$	—
Third Quarter	$	35.49	$	30.50	$	—
Second Quarter	$	36.22	$	27.67	$	—
First Quarter	$	32.60	$	25.63	$	—

As of December 31, 2015, there were 271 shareholders of record of our common stock and there were no shares of any other class of stock issued and outstanding.

During fiscal year 2015, we did not make any sales of unregistered equity securities.

On December 7, 2015, our Board of Directors approved a $50 million share repurchase program. The program will expire in December 2018. Under the program, we may repurchase shares in open market transactions or through privately negotiated transactions. The repurchase program may be suspended or discontinued at any time. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal 2015 is as follows:

Period	Total Number of Shares Purchased	Average Price per Share		Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
December 2015	188,119,000	$	22.44	188,119,000	$	45,778
	188,119,000	$	22.44

In addition, during January 2016, we repurchased 116,487 shares for approximately $2.6 million. No dividends were paid during fiscal years 2014 and 2015. Currently, we plan to allocate our capital primarily to fund capital projects, including new build-to-suit theatres and remodels of existing theatres, for potential acquisitions and to periodically repurchase stock under our share repurchase program. The payment of future dividends is subject to our Board of Directors’ discretion and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

Performance Graph

The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The following stock performance graph compares, for the five year period ended December 31, 2015, the cumulative total stockholder return for Carmike’s common stock, the NASDAQ Stock Market (U.S. companies) Index (the “NASDAQ Market Index”) and a peer group of four public companies engaged in the motion picture exhibition industry and classified under SIC Code 7830-Services-Motion Picture Theatres. The peer group consists of Cinemark Holdings, Inc., Reading

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International, Inc., AMC Entertainment Holdings, Inc. and Regal Entertainment Group. Measurement points are the last trading day for each year ended December 31, 2010, December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014 and December 31, 2015. The graph assumes that $100 was invested on December 31, 2010 in our common stock, the NASDAQ Market Index and a peer group consisting of motion picture exhibitors and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

ITEM 6.     SELECTED FINANCIAL DATA

The consolidated selected historical financial and other data below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and notes thereto contained in “Item 8. Financial Statements and Supplementary Data”. The selected historical financial and other data for each of the five fiscal years in the year ended December 31, 2015 (other than operating data) are derived from our audited consolidated financial statements, and contains the results of Rave for the period November 15, 2012 to December 31, 2015, the results of Muvico for the period November 20, 2013 to December 31, 2015, the results of Digiplex for the period August 15, 2014 to December 31, 2015, and the results of Sundance for the period October 6, 2015 to December 31, 2015.

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	Year Ended December 31,
	2015			2014			2013		2012			2011
	(Dollars in millions, except per share and per patron data)
Statement of Operations Data:
Revenues:
Admissions	$	490.0		$	427.2		$	398.6	$	339.6		$	303.3
Concessions and other	314.4			262.7			236.2		194.3			168.7
Total operating revenues	804.4			689.9			634.8		533.9			472.0
Operating costs and expenses:
Film exhibition costs	276.7			235.5			220.3		184.1			163.8
Concession costs	36.2			30.3			29.0		23.0			19.5
Salaries and benefits	101.2			92.0			82.9		70.0			66.6
Theatre occupancy costs	96.7			86.9			66.7		56.0			51.1
Other theatre operating costs	133.5			121.0			100.8		82.9			80.1
General and administrative expenses	34.0			32.2			25.8		24.5			19.1
Lease termination charges	—			—			3.1		—			—
Severance agreement charges	—			—			0.3		0.5			0.8
Depreciation and amortization	56.4			49.2			42.4		33.3			31.8
(Gain) loss on sale of property and equipment	(3.2		)	(1.5		)	0.3		1.0			0.3
Write-off of note receivable	—			—			—		—			0.8
Impairment of long-lived assets (1)	7.5			3.2			3.7		4.2			3.1
Total operating costs and expenses	739.0			648.8			575.3		479.5			437.0
Operating income	65.4			41.1			59.5		54.4			35.0
Interest expense	50.0			51.7			49.5		36.0			34.1
Loss on extinguishment of debt	17.5			—			—		5.0			—
(Loss) income before income tax and income from unconsolidated affiliates	(2.1		)	(10.6		)	10.0		13.4			0.9
Income tax expense (benefit) (3)	3.4			(1.4		)	6.1		(80.9		)	10.3
Income from unconsolidated affiliates	5.1			0.4			1.6		1.2			1.8
(Loss) income before discontinued operations	(0.4		)	(8.8		)	5.5		95.5			(7.6		)
(Loss) income from discontinued operations, net of tax	—			(0.1		)	0.2		0.8			(0.1		)
Net (loss) income	$	(0.4	)	$	(8.9	)	$	5.7	$	96.3		$	(7.7	)
Weighted average shares outstanding (in thousands)
Basic	24,595			23,392			19,540		15,761			12,807
Diluted	24,595			23,392			20,051		16,086			12,807
(Loss) income per common share:
Basic	$	(0.02	)	$	(0.38	)	$	0.29	$	6.11		$	(0.60	)
Diluted	$	(0.02	)	$	(0.38	)	$	0.29	$	5.99		$	(0.60	)
Dividends declared per share	$	—		$	—		$	—	$	—		$	—

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	Year Ended December 31,
	2015			2014			2013			2012			2011
Balance Sheet Data (at year end):
Cash and cash equivalents	$	102.5		$	97.5		$	143.9		$	68.5		$	13.6
Property and equipment, net of accumulated depreciation (1)	484.6			501.5			467.8			444.9			355.9
Total assets	912.7			893.6			844.6			712.7			422.9
Total debt (2)	454.7			445.1			455.3			434.7			315.4
Accumulated deficit	(192.7		)	(192.2		)	(183.3		)	(189.0		)	(285.3		)
Total stockholders’ equity (deficit)	$	289.8		$	288.5		$	245.8		$	149.4		$	(5.6	)
Other Financial Data:
Net cash provided by operating activities	$	101.0		$	39.0		$	70.7		$	52.3		$	69.9
Net cash used in investing activities	(79.3		)	(68.6		)	(79.0		)	(52.6		)	(29.6		)
Net cash (used in) provided by financing activities	(16.7		)	(16.7		)	83.7			55.2			(39.7		)
Capital expenditures	$	54.2		$	59.7		$	37.8		$	35.1		$	19.3
Operating Data:
Theatres at year end	275			274			252			249			237
Screens at year end	2,938			2,897			2,660			2,502			2,254
Average screens in operation	2,895			2,758			2,516			2,286			2,230
Average screens per theatre	10.7			10.6			10.6			10.0			9.5
Total attendance (in thousands)	64,935			59,056			56,747			50,357			47,177
Average admissions per patron	$	7.55		$	7.23		$	7.06		$	6.85		$	6.57
Average concessions and other sales per patron	$	4.84		$	4.45		$	4.19		$	3.91		$	3.66
Average attendance per screen	22,583			21,414			22,558			22,032			21,155

(1) See the notes to our annual consolidated financial statements with respect to impairments of long-lived assets.

(2) Includes current maturities of long-term indebtedness, capital lease obligations and financing obligations.

(3) During the quarter ended December 31, 2012, we determined that it was more likely than not that the majority of our deferred tax assets would be realized in the future and accordingly we released our valuation allowance against our deferred tax assets of $86.5 million.

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ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations and financial condition should be read in conjunction with “Selected Financial Data” and the consolidated financial statements and related notes included elsewhere in this Form 10-K. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See “Business—Cautionary Statement Regarding Forward-Looking Information.”

Overview

We are one of the largest motion picture exhibitors in the United States and as of December 31, 2015 we owned, operated or had an interest in 275 theatres with 2,938 screens located in 41 states. We target mid-size non-urban markets with the belief that they provide a number of operating benefits, including lower operating costs and fewer alternative forms of entertainment.

As of December 31, 2015, all of our screens are on a digital-based platform, and 258 theatres with 1,088 screens are equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.

Our business 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. Our results of operations vary from period to period based upon the number and popularity of the films we show in our theatres. 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 have begun to 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 generate higher attendance 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 compete with other motion picture exhibitors and a number of other film delivery methods, including DVD’s, video-on-demand, pay-per view services and downloads via the Internet. We also compete for the public’s leisure time and disposable income with all forms of entertainment, including sporting events, concerts, live theatre and restaurants. A prolonged economic downturn could materially affect our business by reducing amounts consumers spend on entertainment including attending movies and purchasing concessions. Any reduction in consumer confidence or disposable income in general may affect the demand for movies or severely impact the motion picture production industry such that our business and operations could be adversely affected.

The ultimate performance of our film product any time during the calendar year will have a dramatic impact on our 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 and available funds under our credit agreement. Our ability to generate this cash will depend largely on future operations.

We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. Since 2012, we have acquired over 50 theatres and 700 screens. On October 6, 2015, we completed our acquisition of 5 theatres and 37 screens from Sundance for $35.8 million, inclusive of working capital adjustments. In addition, in January 2016, we acquired 2 theatres and 22 screens from a subsidiary of American Multi-Cinema ("AMC") for $5.4 million.

In addition, we continue to pursue opportunities for organic growth through new theatre development. We opened six new build-to-suit theatres during the year ended December 31, 2015 and added large format auditoriums to three existing theatres. We anticipate opening up to five new build-to-suit theatres in 2016. Four of these new build-to-suit theatres will include in-theatre dining.

During 2015, we completed the conversion of three theatres to our in-theatre dining concept. These theatres features a casual in-theatre dining and movie-going experience for the entire family. In addition to push-button service, these theatres allow patrons to enjoy a wide array of food and beverage options while enjoying a movie in our premium seats. We believe that a single theatre and dining destination provides our patrons with a more convenient and affordable entertainment experience which can lead to increased visits. We intend to convert additional theatres to in-theatre dining as well as construct new build-to-suit in-theatre dining complexes in future years.

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Two entertainment complexes acquired from Muvico include a Bogart’s Bar and Grill restaurant. In certain locations, we offer an enhanced food and beverage menu, including the sale of alcoholic beverages. We anticipate expanding our in-theatre dining presence in future years. Revenues generated from the operation of these dining concepts during 2015 were not significant to our consolidated statements of operations.

In 2015, we added four “Big D” format auditoriums. Big D auditoriums include wall to wall screens, the latest in 7.1 surround sound and digital projection for both 2-D and 3-D features. We believe that the Big D format results in a picture quality with noticeably higher resolution. In addition, Big D auditoriums also include leather high-back rocking seats placed for optimal viewing in a stadium seating configuration. We believe that our Big D format enhances the enjoyment of our audiences. We plan to convert additional screens to our Big D format in 2016 and include a Big D auditorium in many of our new theatres.

Twenty-one of our auditoriums feature IMAX digital projection systems. In October 2013, we entered into a new revenue-sharing agreement with IMAX for 10 IMAX theatre systems to be installed in new construction projects and existing multiplexes. In July 2015, we expanded our revenue-sharing agreement with the addition of 3 additional IMAX theatre systems. As of December 31, 2015, 10 of the 13 IMAX theatre systems had been installed.

In November 2013, we acquired two MuviXL auditoriums as part of the Muvico acquisition. Both MuviXL auditoriums feature wall-to-wall extreme bright white screens specifically manufactured to optimize and more evenly disburse light onto the screen, 4k digital cinema projectors, 7.1 surround sound and digital projection for both 2-D and 3-D features.

For a summary of risks and uncertainties relevant to our business, please see “Item 1A. Risk Factors.”

Results of Operations

Seasonality

Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues. However, movie studios are increasingly introducing more popular film titles throughout the year. In addition, in years where Christmas falls on a weekend day, our revenues are typically lower because our patrons generally have shorter holiday periods away from work or school.

Revenues

We derive almost all of our revenues from box office receipts and concession sales with additional revenues from screen advertising sales, our two Bogart’s restaurants, our Hollywood Connection fun center, and other revenue streams, such as electronic video games located in some of our theatres and theatre rental fees. Successful films released during the year ended December 31, 2015 included Star Wars: The Force Awakens, which became the top grossing domestic box office film in history with over $900 million in domestic box office revenue, including over $600 million in domestic box office revenue in 2015, Jurassic World, which grossed over $600 million in domestic box office revenues; Avengers: Age of Ultron, which grossed over $400 million in domestic box office revenue and Inside Out, Furious 7 and Minions, which each grossed over $300 million in domestic box office revenues. We recognize admissions revenues when movie tickets are sold at the box office and concession sales revenues when the products are sold in the theatre. Admissions and concession sales revenues depend primarily upon attendance, ticket price and the price and volume of concession sales. Our attendance is affected by the quality and timing of movie releases and our ability to obtain films that appeal to patrons in our markets.

Expenses

Film exhibition costs vary according to box office admissions and are accrued based on our terms and agreements with movie distributors. Some agreements provide for rental fees based on “firm terms” which are negotiated and established prior to the opening of the picture. These agreements usually provide for either a decreasing percentage of box office admissions to be paid to the movie studio over the first few weeks of the movie’s run, subject to a floor for later weeks or a set percentage for the entire run of the film with no adjustments. If “firm terms” do not apply, film exhibition costs are accrued based on the expected success of the film over a thirty to sixty day period and estimates of the final settlement with the movie studio. Settlements between us and the movie studios are typically completed three to four weeks after the movie’s run and have not historically resulted in significant adjustments to amounts previously recorded.

Concession costs are variable in nature and fluctuate with our concessions revenues. We purchase concessions to replace units sold. We negotiate prices for concessions with our concession vendors, primarily CCSI, to obtain lower rates.

Our theatre operating costs include labor, utilities, occupancy and facility lease expenses. Labor costs have both a variable and fixed cost component. During non-peak periods, a minimum number of staff is required to operate a theatre facility. However, to handle attendance volume increases, theatre staffing is increased during peak periods and thus salaries and

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wages vary in relation to revenues. Utilities, repairs and maintenance services also have variable and fixed cost components. Our occupancy expenses and property taxes are primarily fixed costs, as we are generally required to pay applicable taxes, insurance and fixed minimum rent under our leases. In addition, several of our theatre leases contain provisions for contingent rent whereby a portion of our rent expense is based on an agreed upon percentage of revenue exceeding a specified level. In these theatres, a portion of rental expenses can vary directly with changes in revenue.

Our general and administrative expenses include costs not specific to theatre operations, and are composed primarily of corporate overhead.

Operating Statement Information

The following table sets forth for the periods indicated the percentage of total revenues represented by certain items reflected in our consolidated statements of operations.

	Year Ended December 31,
	2015		2014		2013
Revenues:
Admissions	61	%	62	%	63	%
Concessions and other	39	%	38	%	37	%
Total operating revenues	100	%	100	%	100	%
Operating costs and expenses:
Film exhibition costs (1)	34	%	34	%	34	%
Concession costs	4	%	4	%	5	%
Salaries and benefits	13	%	13	%	13	%
Theatre occupancy costs	12	%	13	%	10	%
Other theatre operating costs	17	%	18	%	16	%
General and administrative expenses	4	%	4	%	4	%
Lease termination charges	—	%	—	%	—	%
Severance agreement charges	—	%	—	%	—	%
Depreciation and amortization	7	%	7	%	7	%
(Gain) loss on sale of property and equipment	—	%	—	%	—	%
Impairment of long-lived assets	1	%	1	%	1	%
Total operating costs and expenses	92	%	94	%	90	%
Operating income	8	%	6	%	10	%
Interest expense	6	%	7	%	8	%
Loss on extinguishment of debt	2	%	—		—
(Loss) income before income tax and income from unconsolidated affiliates	—	%	(1	)%	2	%
Income tax (benefit) expense	1	%	—	%	1	%
Income from unconsolidated affiliates	1	%	—	%	—	%
(Loss) income from continuing operations	—	%	(1	)%	1	%
(Loss) income from discontinued operations	—	%	—	%	—	%
Net (loss) income	—	%	(1	)%	1	%

(1) Film exhibition costs include advertising expenses.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

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 and includes the impact of the

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acquired Digiplex and Sundance theatres (collectively the “Purchased Theatres”) from August 15, 2014 and October 6, 2015, respectively.

	Year ended December 31,
	2015		2014
Average theatres	272		262
Average screens	2,895		2,758
Average attendance per screen (1)	22,583		21,414
Average admission per patron (1)	$	7.55	$	7.23
Average concessions and other sales per patron (1)	$	4.84	$	4.45
Total attendance (in thousands) (1)	64,935		59,056
Total revenues (in thousands)	$	804,368	$	689,929

(1) Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations for 2014.

According to boxofficemojo.com, a website focused on the movie industry, national box office revenues for 2015 were estimated to have increased by approximately 7.4% in comparison to 2014. The increase was primarily due to record-setting annual box office revenues driven by high profile films, such as Jurassic World and Star Wars: The Force Awakens, each of which grossed over $650 million in box office revenues in 2015. We experienced an increase of 14.7% in admissions revenues for 2015. Excluding incremental admissions revenues of $29.9 million from the Purchased Theatres, our admissions revenues increased 7.9% for 2015. We believe our admissions revenue increased more than that of the industry due to certain films that played better in our smaller markets than in larger metropolitan markets and increased admission per patron associated with the adoption of a tax on top pricing policy in the fourth quarter of 2015.

Total revenues increased 16.6% to $804.4 million for the year ended December 31, 2015 compared to $689.9 million for the year ended December 31, 2014, due to an increase in total attendance from 59.1 million in 2014 to 64.9 million in 2015, an increase in average admissions per patron from $7.23 in 2014 to $7.55 in 2015, an increase in concessions and other sales per patron from $4.45 in 2014 to $4.84 in 2015 and revenue related to unredeemed gift cards of approximately $3.1 million. Excluding incremental total revenues from the Purchased Theatres, total revenues increased 9.9% to $739.6 million from $673.2 million in 2014. The increase in total revenues, excluding the Purchased Theatres, was due to an increase in total attendance from 57.6 million to 59.8 million, an increase in average admissions per patron from $7.23 in 2014 to $7.51 in 2015 and an increase in concessions and other sales per patron from $4.46 in 2014 to $4.86 in 2015 and revenue related to unredeemed gift cards and other advanced sale-type certificates of approximately $3.6 million. The increases in admissions per patron were primarily attributable to nominal inflationary price increases, increases in attendance at premium format shows, such as 3D and Big D/IMAX, the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards and other advanced sale-type certificates. The increases in concessions and other sales per patron were primarily attributable to nominal inflationary price increases, the adoption of a tax on top pricing policy in the fourth quarter of 2015 and revenues related to unredeemed gift cards and other advanced sale-type certificates.

Admissions revenues increased 14.7% to $490.0 million in 2015 from $427.2 million in 2014, due to increased attendance resulting from the favorable 2015 Industry box office, attendance from the Purchased Theatres, an increase in average admissions per patron and revenues related to unredeemed gift cards and other advanced sale-type certificates. Excluding incremental admissions revenues of $29.9 million from the Purchased Theatres, admissions revenue increased 7.9% to $449.1 million in 2015 from $416.2 million in 2014. Concessions and other revenues increased 19.7% to $314.4 million in 2015 from $262.7 million in 2014, due to increased attendance resulting from the favorable 2015 Industry box office, attendance from the Purchased Theatres, an increase in average concessions and other sales per patron and revenues related to unredeemed gift cards and other advanced sale-type certificates. Excluding incremental concessions and other revenues from the Purchased Theatres, concessions and other revenues increased 13.0% to $290.5 million in 2015 from $257.0 million in 2014.

We operated 275 theatres with 2,938 screens at December 31, 2015 and 274 theatres with 2,897 screens at December 31, 2014.

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Operating costs and expenses. The table below summarizes operating expense data for the periods presented and includes the impact of incremental expenses from the Purchased Theatres from August 15, 2014 and October 6, 2015, respectively.

	Year ended December 31,
($’s in thousands)	2015			2014			% Change
Film exhibition costs	$	276,654		$	235,457		17
Concession costs	$	36,173		$	30,310		19
Salaries and benefits	$	101,203		$	91,954		10
Theatre occupancy costs	$	96,710		$	86,876		11
Other theatre operating costs	$	133,537		$	121,025		10
General and administrative expenses	$	34,028		$	32,268		5
Depreciation and amortization	$	56,380		$	49,234		15
Gain on sale of property and equipment	$	(3,234	)	$	(1,451	)	n/m
Impairment of long-lived assets	$	7,529		$	3,212		n/m

Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the year ended December 31, 2015 increased to $276.7 million as compared to $235.5 million for the year ended December 31, 2014 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, film exhibition costs were 56.5% for the year ended December 31, 2015 as compared to 55.1% for the year ended December 31, 2014. Excluding incremental film exhibition costs from the Purchased Theatres, film exhibition costs for the year ended December 31, 2015 increased to $254.6 million as compared to $229.8 million for the year ended December 31, 2014 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, excluding the Purchased Theatres, film exhibition costs were 56.7% for the year ended December 31, 2015 as compared to 55.2% for the year ended December 31, 2014. As a percentage of admissions revenue, film exhibition costs were higher for the year ended December 31, 2015 as compared to the year ended December 31, 2014, primarily as a result of more top-tier films in 2015, which typically carry higher film rent.

Concessions costs. Concession costs for the year ended December 31, 2015 increased to $36.2 million as compared to $30.3 million for the year ended December 31, 2014. As a percentage of concessions and other revenues, concession costs were 11.5% for the years ended December 31, 2015 and December 31, 2014. Excluding incremental concession costs from the Purchased Theatres, concession costs for the year ended December 31, 2015 increased to $33.6 million as compared to $29.5 million for the year ended December 31, 2014. Excluding the Purchased Theatres, as a percentage of concessions and other revenues, concession costs were 11.6% for the year ended December 31, 2015, as compared to 11.5% for the year ended December 31, 2014. The increase in concession costs for the year ended December 31, 2015 is due primarily to increased concessions and other revenues resulting from higher attendance in 2015 and increased attendance from the Purchased Theatres. Concession costs as a percentage of concessions and other revenues remained consistent between 2015 and 2014 as the impact of our rollout of expanded food and beverage items that carry lower margins was offset by increased concessions and other revenues from our tax on top pricing strategy and increased revenues related to unredeemed gift cards and other advanced sale-type certificates.

Salaries and benefits. Salaries and benefits for the year ended December 31, 2015 increased to $101.2 million as compared to $92.0 million for the year ended December 31, 2014. Excluding incremental salaries and benefits associated with the Purchased Theatres, salaries and benefits increased to $92.9 million for the year ended December 31, 2015 from $89.5 million for the year ended December 31, 2014, primarily due to increased staffing levels reflecting the increase in attendance.

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 year ended December 31, 2015 increased to $96.7 million as compared to $86.9 million for the year ended December 31, 2014. Excluding incremental theatre occupancy costs associated with the Purchased Theatres, theatre occupancy costs increased $4.5 million from $84.3 million to $88.8 million. The increase in theatre occupancy costs, excluding theatre occupancy costs associated with the Purchased Theatres, for the year ended December 31, 2015 is primarily due to an increase in rent expense of $4.1 million associated with net theatre openings and closings during 2015.

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Other theatre operating costs. Other theatre operating costs for the year ended December 31, 2015 increased to $133.5 million as compared to $121.0 million for the year ended December 31, 2014. Excluding incremental other theatre operating costs from the Purchased Theatres, other theatre operating costs for the year ended December 31, 2015 increased to $123.4 million as compared to $117.9 million for the year ended December 31, 2014. The increase in our other theatre operating costs, excluding other theatre operating costs associated with the Purchased Theatres, are primarily the result of increases in premium format usage fees of $2.0 million which resulted from the favorable 2015 Industry box office, repairs and maintenance costs of $0.9 million and communication expense of $0.8 million.

General and administrative expenses. General and administrative expenses for the year ended December 31, 2015 increased to $34.0 million as compared to $32.2 million for the year ended December 31, 2014. The increase in our general and administrative expenses is primarily the result of increases of $1.4 million of share-based compensation expense primarily related to certain retirement eligible employees and increases in salaries and benefits of $1.7 million, which was partially offset by decreases in professional fees related to acquisition activities of $2.1 million.

Depreciation and amortization. Depreciation and amortization expenses for the year ended December 31, 2015 increased to $56.4 million as compared to $49.2 million for the year ended December 31, 2014 due to a combination of higher balances of property and equipment due to theatre openings and recent acquisitions.

Net gain on sales of property and equipment. We recognized a net gain of $3.2 million on the sales of property and equipment for the year ended December 31, 2015 as compared to a net gain of $1.5 million for the year ended December 31, 2014. Our gains and losses primarily result from the disposition of surplus and underperforming property and equipment.

Impairment of long-lived assets. Impairment of long-lived assets for the year ended December 31, 2015 increased to $7.5 million compared to $3.2 million for the year ended December 31, 2014. For 2015, impairment charges related to fixed assets, calculated using valuation inputs as of the date of the impairment analysis, were primarily the result of deterioration in the full-year operating results of certain theatres resulting in $3.4 million in impairment charges using valuation inputs as of the date of the impairment analysis, the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $3.5 million in impairment charges using valuation inputs as of the date of the impairment analysis and a decline in the market value of a previously closed theatre resulting in an impairment charge of $0.6 million.

When evaluating declining trends in theatre-level operating results, we give consideration to the seasonality of the business, with significant revenue and cash flow being generated in the summer and year-end holiday season as well as the effects of competition. Additionally, we evaluate the financial results on an on-going basis, but only after the theatre and its financial results have matured. For purposes of estimating the impairment loss, the fair value of the asset group was determined primarily by the use of a discounted cash flow model that included inputs consistent with those expected to be used by market participants.

Operating income. Operating income for the year ended December 31, 2015 was $65.4 million compared to operating income of $41.0 million for the year ended December 31, 2014. Excluding incremental operating income from the Purchased Theatres, operating income for the year ended December 31, 2015 was $59.2 million compared to $41.9 million for the year ended December 31, 2014. The changes in our operating income, excluding incremental operating income from the Purchased Theatres, are primarily due to increased attendance resulting from the favorable 2015 Industry box office and the factors described above.

Interest expense, net. Interest expense, net for the year ended December 31, 2015 decreased to $50.0 million from $51.7 million for the year ended December 31, 2014. The decrease is primarily related to a decrease in the weighted average interest rate of the 6.00% Senior Secured Notes compared to the 7.375% Senior Secured Notes and a reduction in capital lease and financing obligation balances.

Loss on extinguishment of debt. We recognized a loss on extinguishment of debt of $17.5 million during the twelve months ended December 31, 2015 due to the write-off of unamortized debt issuance costs, including a prepayment penalty of $11.6 million related to the termination of the 7.375% Senior Secured Notes.

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Income tax.

	Year Ended December 31,
	2015			2014
Pre-tax loss from continuing operations	$	(2,120	)	$	(10,663	)
Federal tax benefit, at statutory rates	(742		)	(3,732		)
State tax expense, net of federal tax effects	842			13
Change in state valuation allowance	860			—
Entity restructuring reduction in state deferred tax assets	—			1,597
Non-deductible transaction costs	102			849
Permanent non-deductible expenses	223			203
Non-deductible executive compensation	508			—
Impact of equity investment income at statutory tax rate	1,795			128
Tax effect of uncertain tax position	4			(302		)
Employment credits	(100		)	(100		)
Other	(36		)	(63		)
Total tax expense (benefit) from continuing operations	$	3,456		$	(1,407	)

As a result of an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, which occurred in the fourth quarter of 2008, we are limited in our ability to utilize our net operating loss carryforwards and certain other built in deductions in computing our taxable income beginning with the ownership change date.

We recognized income tax expense of $3.5 million during the year ended December 31, 2015, compared to an income tax benefit of $1.4 million during the year ended December 31, 2014. The effective tax rate for the year ended December 31, 2015 was approximately 114.9%. Our tax rate was different from the statutory tax rate primarily due to state income taxes, a reduction in deferred tax assets resulting from the expiration of certain state NOL’s, the establishment of a valuation allowance for certain state NOL's not expected to be utilized based on projected future taxable income and other expenses that are not deductible for tax purposes including certain executive compensation.

As of December 31, 2015 and 2014, the amount of unrecognized tax benefits related to continuing operations was $0.2 million.

Year Ended December 31, 2014 Compared to Year Ended December 31, 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 and includes the impact of the acquired Muvico and Digiplex theatres (collectively the “Acquired Theatres”) from November 20, 2013 and August 15, 2014, respectively.

	Year ended December 31,
	2014		2013
Average theatres	262		247
Average screens	2,758		2,516
Average attendance per screen (1)	21,414		22,558
Average admission per patron (1)	$	7.23	$	7.06
Average concessions and other sales per patron (1)	$	4.45	$	4.19
Total attendance (in thousands) (1)	59,056		56,747
Total revenues (in thousands)	$	689,929	$	634,835

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

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According to boxofficemojo.com, a website focused on the movie industry, national box office revenues for 2014 were estimated to have decreased by approximately 5.2% in comparison to 2013. The decrease was primarily due to record-setting annual box office revenues for the industry in 2013 which proved to be a difficult comparison for 2014. We experienced an increase of 7.2% in admissions revenues for 2014. Excluding incremental admissions revenues of $43.3 million from the Acquired Theatres, our admissions revenues decreased 3.7% for 2014. We believe our admissions revenue decreased less than that of the industry due to certain films that played better in our smaller markets than in larger metropolitan markets.

Total revenues increased 8.7% to $689.9 million for the year ended December 31, 2014 compared to $634.8 million for the year ended December 31, 2013, due to an increase in total attendance from 56.7 million in 2013 to 59.1 million in 2014, an increase in average admissions per patron from $7.06 in 2013 to $7.23 in 2014 and an increase in concessions and other sales per patron from $4.19 in 2013 to $4.45 in 2014. Excluding incremental total revenues from the Acquired Theatres, total revenues decreased 2.1% to $621.2 million from $634.8 million in 2013. The decrease in total revenues, excluding the Acquired Theatres, was due to a decrease in total attendance from 56.7 million to 53.9 million, partially offset by an increase in average admissions per patron from $7.06 in 2013 to $7.12 in 2014 and an increase in concessions and other sales per patron from $4.19 in 2013 to $4.40 in 2014. Admissions revenues increased 7.2% to $427.2 million in 2014 from $398.6 million in 2013, due to attendance from the Acquired Theatres and an increase in average admissions per patron. Excluding incremental admissions revenues of $43.3 million from the Acquired Theatres, admissions revenue decreased 3.7% to $383.9 million in 2014 from $398.6 million in 2013. Concessions and other revenues increased 11.2% to $262.7 million in 2014 from $236.2 million in 2013, due to attendance from the Acquired Theatres and an increase in average concessions and other sales per patron. Excluding incremental concessions and other revenues from the Acquired Theatres, concessions and other revenues increased 0.4% to $237.3 million in 2014 from $236.2 million in 2013.

We operated 274 theatres with 2,897 screens at December 31, 2014 and 252 theatres with 2,660 screens at December 31, 2013.

Operating costs and expenses. The table below summarizes operating expense data for the periods presented and includes the impact of incremental expenses from the Acquired Theatres from November 20, 2013 and August 15, 2014, respectively.

	Year ended December 31,
($’s in thousands)	2014			2013		% Change
Film exhibition costs	$	235,457		$	220,260	7
Concession costs	$	30,310		$	29,052	4
Salaries and benefits	$	91,954		$	82,985	11
Theatre occupancy costs	$	86,876		$	66,651	30
Other theatre operating costs	$	121,025		$	100,800	20
General and administrative expenses	$	32,268		$	25,838	25
Lease termination charges	$	—		$	3,063	n/m
Severance agreement charges	$	—		$	253	n/m
Depreciation and amortization	$	49,234		$	42,378	16
(Gain) loss on sale of property and equipment	$	(1,451	)	$	275	n/m
Impairment of long-lived assets	$	3,212		$	3,726	(14	)

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 year ended December 31, 2014 increased to $235.5 million as compared to $220.3 million for the year ended December 31, 2013 primarily due to the increase in admissions revenue. As a percentage of admissions revenue, film exhibition costs were 55.1% for the year ended December 31, 2014 as compared to 55.3% for the year ended December 31, 2013, primarily as a result of more top-tier films in 2013, which typically carry higher film rent. Excluding incremental film exhibition costs from the Acquired Theatres, film exhibition costs for the year ended December 31, 2014 decreased to $211.6 million as compared to $220.3 million for the year ended December 31, 2013 primarily due to the decrease in admissions revenue. As a percentage of admissions revenue, excluding the Acquired Theatres, film exhibition costs were 55.1% for the year ended December 31, 2014 as compared to 55.3% for the year ended December 31, 2013.

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Concessions costs. Concession costs for the year ended December 31, 2014 increased to $30.3 million as compared to $29.1 million for the year ended December 31, 2013. As a percentage of concessions and other revenues, concession costs were 11.5% for the year ended December 31, 2014, as compared to 12.3% for the year ended December 31, 2013 primarily due to a decrease in the cost of concession supplies and higher concession rebates. While we have recently expanded food and beverage options in certain locations, our focus continues to be a limited concessions offering of high margin products such as soft drinks, popcorn and individually packaged candy, to maximize our profit potential. Excluding incremental concession costs from the Acquired Theatres, concession costs for the year ended December 31, 2014 decreased to $26.2 million as compared to $29.1 million for the year ended December 31, 2013. Excluding the Acquired Theatres, as a percentage of concessions and other revenues, concession costs were 11.0% for the year ended December 31, 2014, as compared to 12.3% for the year ended December 31, 2013.

Salaries and benefits. Salaries and benefits for the year ended December 31, 2014 increased to $92.0 million as compared to $83.0 million for the year ended December 31, 2013. Excluding incremental salaries and benefits associated with the Acquired Theatres, salaries and benefits decreased to $82.3 million from $83.0 million for the year ended December 31, 2014, primarily due to reduced staffing levels reflecting the decrease in attendance.

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 year ended December 31, 2014 increased to $86.9 million as compared to $66.7 million for the year ended December 31, 2013. Excluding incremental theatre occupancy costs associated with the Acquired Theatres, theatre occupancy costs increased $8.1 million from $66.7 million to $74.8 million. The increase in theatre occupancy costs, excluding theatre occupancy costs associated with the Acquired Theatres, for the year ended December 31, 2014 is primarily due to an increase in rent expense of $5.6 million associated with net theatre openings during 2014, an increase in deferred rent expense of $0.6 million and an increase in other theatre occupancy costs of $1.9 million.

Other theatre operating costs. Other theatre operating costs for the year ended December 31, 2014 increased to $121.0 million as compared to $100.8 million for the year ended December 31, 2013. Excluding incremental other theatre operating costs from the Acquired Theatres, other theatre operating costs for the year ended December 31, 2014 increased to $108.0 million as compared to $100.8 million for the year ended December 31, 2013. The increase in our other theatre operating costs, excluding other theatre operating costs associated with the Acquired Theatres, are primarily the result of increases in utilities expense of $1.8 million, professional assistance of $0.8 million, property taxes of $0.6 million and repair and maintenance costs of $0.5 million.

General and administrative expenses. General and administrative expenses for the year ended December 31, 2014 increased to $32.2 million as compared to $25.8 million for the year ended December 31, 2013. The increase in our general and administrative expenses is primarily the result of 1) increases in professional fees of $1.1 million related to acquisition activities; 2) increases of $2.4 million of share-based compensation expense primarily related to certain retirement eligible employees; 3) increases in salaries and benefits of $1.9 million pertaining significantly to the retention of certain Digiplex employees and severance costs incurred as part of the Digiplex acquisition and 4) $0.8 million related to the final contingent consideration paid to MNM theatres.

Depreciation and amortization. Depreciation and amortization expenses for the year ended December 31, 2014 increased to $49.2 million as compared to $42.4 million for the year ended December 31, 2013 due to a combination of higher balances of property and equipment due to theatre openings and acquisitions.

Net (gain) loss on sales of property and equipment. We recognized a net gain of $1.5 million on the sales of property and equipment for the year ended December 31, 2014 as compared to a loss of $0.3 million for the year ended December 31, 2013. Our gains and losses primarily result from the disposition of surplus and underperforming property and equipment.

Impairment of long-lived assets. Impairment of long-lived assets, including impairment from discontinued operations, for the year ended December 31, 2014 decreased to $3.2 million compared to $3.7 million for the year ended December 31, 2013. For 2014, impairment charges related to fixed assets, calculated using valuation inputs as of the date of the impairment analysis, were primarily the result of the continued deterioration in the full year operating results of certain theatres impaired in prior years.

When evaluating declining trends in theatre-level operating results, we give consideration to the seasonality of the business, with significant revenue and cash flow being generated in the summer and year-end holiday season as well as the effects of competition. Additionally, we evaluate the financial results on an on-going basis, but only after the theatre and its financial results have matured. For purposes of estimating the impairment loss, the fair value of the asset group was determined

33

primarily by the use of a discounted cash flow model that included inputs consistent with those expected to be used by market participants.

Operating income. Operating income for the year ended December 31, 2014 was $41.0 million as compared to operating income of $59.6 million for the year ended December 31, 2013. Excluding incremental operating income from the Acquired Theatres, operating income for the year ended December 31, 2014 was $41.0 million compared to $59.6 million for the year ended December 31, 2013. The changes in our operating income, excluding incremental operating income from the Acquired Theatres, are primarily due to the increased circuit size being unable to offset the impact of decreased attendance and the factors described above.

Interest expense, net. Interest expense, net for the year ended December 31, 2014 increased to $51.7 million from $49.5 million for the year ended December 31, 2013. The increase is primarily related to interest expense associated with financing obligations assumed from recently acquired theatres.

Income tax.

	Year Ended December 31,
	2014			2013
(Loss) income from continuing operations	$	(10,663	)	$	10,008
Federal tax (benefit) expense, at statutory rates	(3,732		)	3,503
State tax expense, net of federal tax effects	13			1,748
Entity restructuring reduction in state deferred tax assets	1,597			—
Non-deductible transaction costs	849			—
Permanent non-deductible expenses	203			241
Impact of equity investment income at statutory tax rate	128			575
Tax effect of uncertain tax position	(302		)	86
Employment credits	(100		)	(276		)
Other	(63		)	—
Reduction in gross deferred tax assets due to IRC Section 382 limitations	—			227
Total tax (benefit) expense from continuing operations	$	(1,407	)	$	6,104

As a result of an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, which occurred in the fourth quarter of 2008, we are limited in our ability to utilize our net operating loss carryforwards and certain other built in deductions in computing our taxable income beginning with the ownership change date.

We recognized an income tax benefit of $1.4 million during the year ended December 31, 2014, compared to income tax expense of $6.1 million during the year ended December 31, 2013. The effective tax rate for the year ended December 31, 2014 was approximately 13.6%. Our tax rate was different from the statutory tax rate primarily due to state income taxes, a reduction in deferred tax assets resulting from state NOL’s not able to be recognized following a restructuring in the Company’s organization, professional expenses incurred during 2014 related to the Digiplex stock acquisition that are not deductible for tax purposes and changes in uncertain tax positions.

As of December 31, 2014 and 2013, the amount of unrecognized tax benefits related to continuing operations was $0.2 million and $2.8 million, respectively.

Loss (income) from discontinued operations. We generally consider theatres for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. In 2014 and 2013, we closed seven and fourteen theatres, respectively. We did not close any theatres during the year ended December 31, 2014 prior to the adoption of Accounting Standards Update (“ASU”) 2014-08 and therefore did not classify any closed theatres as discontinued operations. Of the theatres closed during 2013, we classified six theatres as discontinued operations and reported the results of these operations, including gains or losses on disposal, as discontinued operations. The operations and cash flow of these theatres have been eliminated from our continuing operations, and we will not have any continuing involvement in their operations. All prior years included in the accompanying consolidated statements of operations have been reclassified to separately show the results of operations from discontinued operations through the respective date of the theatre closings. Loss from discontinued operations for the year ended December 31, 2014 was $0.1 million, with no gain or loss on disposal of assets, as compared to income of $0.2 million, including gain on disposal of assets of $0.8 million for the year ended December 31, 2013.

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Liquidity and Capital Resources

General

We utilize operating cash flows in excess of those required to operate our business, to fund capital projects, including new build-to-suit theatres and acquisitions, and to periodically repurchase stock under our share repurchase program. We had a working capital surplus of $27.9 million as of December 31, 2015 compared to a working capital surplus of $35.2 million at December 31, 2014. The working capital surplus at December 31, 2015 and 2014 resulted from proceeds of $88.0 million received from our common stock offering in July 2013.

At December 31, 2015, we had available borrowing capacity of $50 million under our revolving credit facility and approximately $102.5 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving credit facility and approximately $97.5 million in cash and cash equivalents on hand at December 31, 2014. The material terms of our revolving credit facility (including limitation 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 $101.0 million for the year ended December 31, 2015 as compared to $39.0 million for the same period in 2014. The increase in cash flow from operating activities was due primarily to increased operating revenues resulting from record industry box office attendance, increased admissions revenue per patron and concessions and other revenues per patron, the full year impact of the Digiplex theatres acquired in August 2014, and the Sundance theatres acquired in October 2015, as well as an increase in accounts payable and accrued expenses of $7.9 million compared to the prior period, which was partially offset by a decrease in accounts receivable balances of $2.4 million compared to the prior year. Net cash used in investing activities was $79.3 million for the year ended December 31, 2015 as compared to $68.6 million for the same period in 2014. The increase in our net cash used in investing activities is primarily due to an increase of $19.6 million in cash spent on theatre acquisitions in 2015, partially offset by an increase in the proceeds from sales of property and equipment of $3.6 million and a decrease in purchases of property and equipment, of $5.5 million. Capital expenditures were $54.2 million for the year ended December 31, 2015 as compared to $59.7 million for the same period in 2014. For the year ended December 31, 2015 and 2014, net cash used in financing activities was $16.7 million. For the year ended December 31, 2015, net cash used in financing activities was primarily the result of debt issuance costs associated with the refinancing of our senior secured notes in 2015 and repayments of capital leases and financing obligations. For the year ended December 31, 2014, net cash used in financing activities was primarily related to the repayment of debt assumed as part of the Digiplex acquisition and the repayment of capital leases and financing obligations.

Net cash provided by operating activities was $39.0 million for the year ended December 31, 2014 as compared to $70.7 million for the same period in 2013. Our box office attendance was higher for the year ended December 31, 2014 as a result of recently acquired theatres. However, as a result of the less favorable 2014 movie slate, the increase was unable to cover the related fixed costs associated with our recently acquired theatres. In addition, accounts receivable balances increased $10.1 million and accounts payable and accrued expenses increased $4.1 million compared to the prior period. Net cash used in investing activities was $68.6 million for the year ended December 31, 2014 as compared to $79.0 million for the same period in 2013. The decrease in our net cash used in investing activities is primarily due to a reduction of $26.4 million in the amount of cash spent on theatre acquisitions in 2014 and an increase in the proceeds from sales of property and equipment of $5.5 million, partially offset by an increase in purchases of property and equipment, of $21.9 million. Capital expenditures were $59.7 million for the year ended December 31, 2014 as compared to $37.8 million for the same period in 2013. For the year ended December 31, 2014, net cash used in financing activities was $16.7 million as compared to net cash provided by financing activities of $83.7 million for the same period in 2013. The net cash provided by financing activities in 2013 was primarily due to the proceeds of $88.0 million received from our common stock offering in the third quarter of 2013.

Our liquidity needs are funded by operating cash flow and availability under our credit agreements. 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 needs.

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. In 2015, we closed ten of our underperforming theatres and estimate closing approximately ten theatres in 2016.

We plan to make approximately $60 million in capital expenditures for calendar year 2016. We opened six new build-to-suit theatres in 2015 and anticipate opening approximately five new build-to-suit theatres in 2016. In 2010, we began installing

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our own large digital format screen in select theatres. The Big D-Large Format Digital Experience includes a larger screen, enhanced sound and premium seating accommodations. We intend to roll out additional Big D-Large Format Digital Experience auditoriums during 2016. In addition, 21 of our auditoriums feature IMAX digital projection systems. In October 2013, we entered into a new revenue-sharing agreement with IMAX for 10 IMAX theatre systems to be installed in new construction projects and existing multiplexes. In July 2015, we expanded our revenue-sharing agreement with the addition of 3 additional IMAX theatre systems. As of December 31, 2015, 10 of the 13 IMAX theatre systems had been installed.

We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. On October 6, 2015, we completed our acquisition of 5 theatres and 37 screens from Sundance Cinemas, LLC. (“Sundance”) for $35.8 million, inclusive of working capital adjustments. In addition, in January 2016, we acquired 2 theatres and 22 screens from a subsidiary of AMC for $5.4 million.

On December 7, 2015, our Board of Directors approved a $50 million share repurchase program. The program will expire in December 2018. Under the program, we may repurchase shares in open market transactions or through privately negotiated transactions. The repurchase program may be suspended or discontinued at any time. During the three months ended December 31, 2015, we repurchased 188,119 shares of our common stock at an aggregate purchase price of approximately $4.2 million. Subsequent to December 31, 2015, we have repurchased 116,487 shares of our common stock at an aggregate purchase price of approximately $2.6 million.

No dividends were paid during fiscal years 2014 and 2015. Currently, we plan to allocate our capital primarily to fund capital projects, including new build-to-suit theatres and for potential acquisitions. The payment of future dividends is subject to our Board of Directors’ discretion and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

6.00% Senior Secured Notes

On June 17, 2015, we issued $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay our $210.0 million senior secured notes that were due in May 2019. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year. The Senior Secured Notes are fully and unconditionally guaranteed by each of our existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries. Debt issuance costs and other transaction fees of $7.0 million are recorded as a reduction to the associated long-term debt and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of our and our guarantors’ current and future property and assets (including the capital stock of our current subsidiaries), other than certain excluded assets.

At any time prior to June 15, 2018, we may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106.00% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, we may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”).

At any time on or after June 15, 2018, we may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 104.50%.

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

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

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

Revolving Credit Facility

On June 17, 2015, we entered into a revolving credit facility (the “Credit Facility”) by and among us, as borrower, the banks and other financial institutions or entities from time to time parties to the credit agreement governing the Credit Facility (the “Credit Agreement”), as lenders, and JP Morgan Securities LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners as lenders under the Credit Facility as initially in effect. Debt issuance costs and other transaction fees of approximately $1.9 million related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense.

The Credit Facility provides a $50.0 million senior secured revolving credit facility having a five year term, and includes a sub-facility for the issuance of letters of credit totaling up to $10.0 million. Our obligations under the Credit Facility are guaranteed by each of our existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of us and our guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of our and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the us, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150.0 million in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by our existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred.

The interest rate for borrowings under the Credit Facility is LIBOR plus a margin of 2.75%, or Base Rate (as defined in the Credit Facility) plus a margin of 1.75%, as we may elect. In addition, we will be required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit facility is June 17, 2020.

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

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

• incur additional indebtedness and financing obligations;

• create liens on our assets;

• make certain investments;

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

• 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.

As of December 31, 2015, none of our accumulated deficit was subject to restrictions limiting the payment of dividends, and the total amount available for dividend payments under our most restrictive covenants was approximately $176 million.

The Credit Facility contains further limitations on our ability to incur additional indebtedness and liens. In addition, to the extent we incur certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. In addition, if we draw on the Credit Facility, we will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 3.00 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

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

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• 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 December 31, 2015, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.

Debt Service

Our ability to service our indebtedness will require a significant amount of cash. Our ability to generate this cash will depend largely on future operations. Based upon our current level of operations and our 2016 business plan, we believe that cash flow from operations, available cash and available borrowings under our Credit Agreement will be adequate to meet our liquidity needs for the next 12 months.

Contractual Obligations

The following table reflects our contractual obligations as of December 31, 2015:

	Less than one year		1 - 3 years		3 - 5 years		More than 5 years		Total
6.00% Notes (1)	$	—	$	—	$	—	$	230.0	$	230.0
Interest payments – 6.00% Notes (2)	13.8		27.6		27.6		33.9		102.9
Financing obligations, including interest	33.8		73.0		79.0		213.0		398.8
Capital lease obligations, including interest	6.4		12.9		9.2		13.4		41.9
Operating leases	89.2		157.4		148.9		456.4		851.9
Christie contract	0.1		—		—		—		0.1
FIN 48 liabilities (3)	—		—		—		—		—
Employment agreement with Chief Executive Officer	0.7		0.3		—		—		1.0
Total contractual cash obligations	$	144.0	$	271.2	$	264.7	$	946.7	$	1,626.6

(1) Includes only principal payments on the Senior Secured Notes.

(2) The contractual obligations table includes scheduled interest payments on our 6.00% Notes. The table does not include any scheduled interest payments on our variable rate revolving Credit Facility. As of December 31, 2015, no amounts were drawn under our revolving Credit Facility. The interest rate for borrowing under our revolving credit facility is the London interbank offered rate (“LIBOR”) plus a margin of 2.75%, or Base Rate (as defined in the revolving credit facility) plus a margin of 1.75%, as we may elect.

(3) The contractual obligations table excludes the long-term portion of our FIN 48 liabilities of $0.2 million associated with unrecognized federal tax benefits because the timing of the related payments was not reasonably estimable as of December 31, 2015.

Off-Balance Sheet Arrangements

As of December 31, 2015, we did not have any off-balance sheet financing transactions or arrangements other than disclosed in the table above.

Critical Accounting Policies

The preparation of our financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial

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statements and the reported amounts of revenue and expenses during the period. On an on-going basis, we evaluate our estimates and judgments, including those related to exhibition costs, asset valuations, leasing transactions, depreciation of property and equipment, employee benefits, income taxes, and those related to impairment of long-lived assets. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions and such difference could be material. All critical accounting estimates have been discussed with our audit committee.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States.

Revenue and Expense Recognition

Admissions and concessions revenue is recognized at the point of sale for tickets and concessions. Sales taxes collected from customers are excluded from revenue and are recorded in accrued expenses. Other revenues primarily consist of screen advertising and are recognized over the period that the related advertising is delivered on-screen.

We record proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognize admission and concession revenue when a holder redeems a gift card or other advanced sale-type certificate. We recognize revenue from unredeemed gift cards and other advanced sale-type certificates upon the later of expiration or when redemption becomes unlikely. Our conclusion that redemption is unlikely is based on an analysis of historical trends. Because we started our gift card program in 2012, we have not had a sufficient level of historical redemption rates to allow us to reasonably estimate the amount of gift cards sold that would be unredeemed ("breakage rate"). We were able to reasonably estimate the breakage rate for other advanced sale-type certificates based on historical redemption rates, as these programs have been in effect for a significant period of time. At the end of the fourth quarter of 2015, we concluded that a sufficient level of historical redemption rates had been established to allow us to reasonably estimate the breakage rate on unredeemed gift cards. During the three months ended December 31, 2015, we recognized breakage income from gift cards of approximately $3.1 million. The breakage income relates to gift cards sold, but unredeemed, since inception of our gift card program. Estimated breakage revenue is recognized over time in proportion to actual gift card redemption rates and is allocated proportionally to admissions and concessions and other revenues. Revenue recognition related to all unredeemed gift cards and other advanced sale-type certificates totaled $3.6 million, $1.1 million and $0.5 million in 2015, 2014 and 2013, respectively.

Film rental costs are accrued based on the applicable box office receipts and either the mutually agreed upon firm terms or a sliding scale formula, which are established prior to the opening of the film. Under a firm terms formula, we pay the distributor a mutually agreed upon specified percentage of box office receipts, which reflects either a mutually agreed upon aggregate rate for the life of the film or rates that decline over the term of the movie run life. Under the sliding scale formula, film rental is paid as a percentage of box office revenues using a pre-determined matrix based upon box office performance of the film, with such percentage increasing as box office receipts increase nationally. Where firm terms do not apply, film exhibition costs are accrued based on the expected success of the film over a thirty to sixty day period and estimates of the final settlement with the movie studio. Settlements between us and the movie studios are typically completed three to four weeks after the movie’s run and have not historically resulted in significant adjustments to amounts previously recorded.

Our occupancy expenses and property taxes are primarily fixed costs, as we are generally required to pay applicable taxes, insurance and fixed minimum rent under our leases. In addition, several of our theatre leases contain provisions for contingent rent whereby a portion of our rent expense is based on an agreed upon percentage of revenue exceeding a specified level. In these theatres, a portion of rental expenses can vary directly with changes in revenue. Percentage rent expense is recorded for these theatres on a monthly basis if the theatre’s historical performance or forecasted performance indicates that the target will be reached. Certain of our leases are subject to monthly percentage rent only, which is accrued each month based on actual revenues.

Property and Equipment

Property and equipment are carried at cost (reduced for any impairment charges), net of accumulated depreciation. Assets held for sale are reported at the lower of the asset’s carrying amount or its fair value less costs to sell. We review our estimates of useful lives and revise as necessary when our judgments change.

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Depreciation is computed on a straight-line basis as follows.

Buildings and building improvements	15-30 years
Leasehold improvements	15-30 years*
Assets under capital leases	11-25 years*
Equipment	5-15 years

* Based on the lesser of the useful life of the asset or the term of the applicable lease.

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. We perform our theatre impairment analysis at the individual theatre level, the lowest level of independent, identifiable cash flow. We review all available evidence when assessing long-lived assets for potential impairment, including negative trends in theatre-level cash flow, the impact of competition, the age of the theatre, and alternative uses of the assets. Our evaluation of negative trends in theatre-level cash flow considers seasonality of the business, with significant revenues and cash-flow being generated in the summer and year-end holiday season. Absent any unusual circumstances, we evaluate new theatres for potential impairment only after such theatre has been open and operational for a sufficient period of time to allow its operations to mature.

When an impairment indicator or triggering event has occurred, we estimate future, undiscounted theatre-level cash flow using assumptions based on historical performance and our internal budgets and projections, adjusted for market specific facts and circumstances. If the undiscounted cash flow is not sufficient to support recovery of the asset group’s carrying value, an impairment loss is recorded in the amount by which the carrying value exceeds estimated fair value of the asset group. Fair value of the asset group is determined primarily by discounting the estimated future cash flow at a rate commensurate with the related risk and giving consideration to market participant assumptions. 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. We project future attendance fluctuations of (10%) to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%. Significant judgment is required in estimating future cash flows, including significant assumptions regarding future attendance, admissions and concessions price increases, and film rent and other theatre operating costs. Accordingly, actual results could vary significantly from such estimates.

For the years ended December 31, 2015, 2014 and 2013, we recorded impairment charges, including discontinued operations, of $7.5 million, $3.2 million and $3.9 million, respectively, that were primarily a result of deterioration in the full-year operating results of certain theatres, the continued deterioration in the full-year operating results of theatres impaired in prior years and a decline in the market value of a previously closed theatre. At this time, the Company is not aware of any future impairment charges. However, events or circumstances could arise which may result in a theatre’s asset carrying value to not be recoverable.

Acquisitions

We account for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, we have obtained assistance from third-party valuation specialists in order to assist in our determination of fair value. We provide the assumptions, including both qualitative and quantitative information, about the specified asset or liability to the third party valuation firm and evaluate the appropriateness of their valuation methodology. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts recorded. Significant estimates and assumptions include useful lives, condition of specific assets, future theatre revenue and cash flow projections, fair value interest rates on lease obligations, discount rates and market values of comparable assets. Historically, the estimates made have not resulted in significant subsequent changes.

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Goodwill

In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other” (“ASC 350”), goodwill is not amortized. We evaluate goodwill for impairment on an annual basis, on December 31, or more frequently if events occur that may be indicative of impairment.

We have an option to make a qualitative assessment of our reporting unit’s goodwill for impairment. If we choose to perform a qualitative assessment and determine that the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. If we choose not to perform a qualitative assessment, we perform an impairment test for goodwill using a two-step approach, which is performed at the entity level as we have one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. If a Step 2 analysis is required, we allocate the estimated fair value of the reporting unit to its assets and liabilities, including intangible assets. The residual amount, following this allocation process, is deemed to be the implied fair value of the goodwill. Fair value is determined by using management’s expectations of cash flows in the next five years plus an expected residual value; a discount factor, approximating the weighted-average cost of capital using market participant assumptions; and cash expected to be paid for federal and state income taxes. An impairment charge is recorded to the extent the carrying value of the goodwill exceeds its implied fair value. Our impairment testing of goodwill under ASC 350 did not result in any impairment for any periods presented.

Leases

We operate most of our theatres under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years, and classify these as operating, capital or financing based on an assessment at lease inception and when a modification is made to a lease. In determining appropriate lease classification, management makes certain estimates and assumptions, including property useful lives, property values, renewal terms and discount rates. These leases generally provide for the payment of fixed monthly rentals, property taxes, common area maintenance, insurance and repairs. Certain of these leases provide for escalating lease payments over the terms of the leases. Certain leases for our theatres provide for contingent rentals based on the revenue results of the underlying theatre. The Company, at its option, can renew a portion of most of our leases at defined or then fair rental rates over varying periods. We generally do not consider the exercise of the renewal options as reasonably assured at lease inception.

For leases classified as operating leases, we record rent expense on a straight-line basis over the lease term beginning with the date that we have access to the property which in some cases is prior to commencement of lease payments. Accordingly, the amount of rental expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease. In some leases, we funded costs to the benefit of the landlord, which have been recorded as prepaid rent and are amortized over the term of the lease on a straight-line basis.

For leases that are classified as capital leases, the property is recorded as a capital lease asset and a corresponding amount is recorded as a capital lease obligation in an amount equal to the lesser of the present value of minimum lease payments to be made over the lease life, beginning with the lease inception date, or the fair value of the property being leased. We amortize our capital lease assets on a straight-line basis over the lesser of the lease term or the economic life of the property. Each minimum lease payment is allocated between a reduction of the lease obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

On certain leases we are involved with the construction of the building (typically on land owned by the landlord). When we are the deemed owner of the project for accounting purposes, we record the amount of total project costs incurred during the construction period. At completion of the construction project, we evaluate whether the transfer to the landlord/owner meets the requirements for sale-leaseback treatment. If it does not meet such requirements, which is typical, the amounts funded by/received from the landlord are recorded as a financing obligation. Payments under such leases are bifurcated between the ground rent on the land, which is considered to be an operating lease, and payments for the building portion which is a financing obligation. We then allocate the lease payment for the building portion between a reduction of the financing obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation. In certain leases, the last payment at the end of the lease term is settled by a transfer of the property to the landlord in settlement of the remaining financing obligation. The amount of amortization of the asset and the financing obligation is structured at the outset such that the remaining residual book value of the asset is always equal to or less than the remaining financing obligation at the end of the lease term. If the remaining financing obligation is greater than the residual book value at the end of the lease term, we will recognize a gain at the end of the lease term.

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Income Taxes

Our effective tax rate is based on expected income, enacted statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate.

We recognize deferred tax assets and liabilities based on the differences between the financial statements carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in future tax returns for which we have already properly recorded the tax benefit in the income statement. We regularly assess the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such positive and negative factors as our earnings history, expected future earnings, carryback and carryforward periods, IRC limitations, the availability of suitable motion pictures for exhibition in our markets, competition within the exhibition industry and tax strategies that could enhance the chances of a realization of a deferred tax asset. We believe that our future taxable income will primarily be generated from our continuing operations. When factors indicate that recovery is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the year that conclusion is made. The Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore, a valuation allowance against certain state net operating loss carryforwards of $0.9 million was established for the three and twelve months ended December 31, 2015.

We experienced an “ownership change” within the meaning of Section 382(g) of the IRC during the fourth quarter of 2008. The ownership change, has and will continue to subject our pre-ownership change net operating loss carryforwards to an annual limitation, which will significantly restrict our 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 our stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. As a result of the 2008 ownership change, we are limited to an approximate $1.7 million annual limitation on our ability to utilize our pre-change NOLs and recognized built-in losses.

Our acquisitions of Digiplex and Sundance triggered ownership changes for these companies during the third quarter of 2014 and fourth quarter of 2015, respectively. We have evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of our assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses we can utilize under IRC Section 382. Therefore, we do not believe that the ownership changes will significantly limit our ability to utilize net operating losses acquired from Digiplex or Sundance.

We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Interest and penalties related to unrecognized tax benefits are recorded in interest expense and general and administrative expenses, respectively, in our consolidated statements of operations. As of December 31, 2015 and 2014, the amount of unrecognized tax benefits related to continuing operations was $0.2 million, all of which would affect our annual tax rate, if recognized.

Impact of Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board (“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 was effective for fiscal years beginning on or after December 15, 2014.

We periodically close certain theatres due to an expiring lease, underperformance or the opportunity to better deploy invested capital, and classify the operations and cash flows as discontinued operations when we no longer have operations in a given market. The operations and cash flows associated with these closed theatres are not significant to our consolidated

42

statement of operations or cash flows. We adopted this ASU during the second fiscal quarter of 2014 and do 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. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the potential impact of adopting this guidance, but do not believe that it will have a significant impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of an extraordinary item. Under existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. ASU 2015-01 is not expected to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3)the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. We do not believe that this guidance will have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods. We adopted this ASU during our second fiscal quarter of 2015 and have retrospectively presented debt issuance costs, other than those costs associated with our revolving credit facility, previously classified as an asset on our consolidated balance sheets.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value. Current guidance requires inventory to be measured at the lower of cost or market. The ASU does not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe that this guidance will have a significant impact on our consolidated financial statements.

43

In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, to clarify the Securities and Exchange Commission's ("SEC") position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. ASU 2015-15 allows for an entity to present debt issuance costs incurred before a debt liability is recognized or associated with a revolving-debt agreement as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-15 will not impact our consolidated financial statements as we currently present debt issuance costs related to our line-of-credit agreement in accordance with this guidance.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires adjustments made to provisional amounts recognized in a business combination be recognized in the reporting period in which the adjustments are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. We adopted ASU 2015-16 during the three months ended September 30, 2015. We do not believe that this guidance will have a significant impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for all entities. We adopted this ASU during our fourth fiscal quarter of 2015 and will prospectively present deferred tax asset and deferred tax liability balances as noncurrent in our classified balance sheet. Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. We are currently evaluating the impact of this new standard on our 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 our present or future financial statements.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks. Our Credit Facility, which was undrawn at December 31, 2015, is a floating rate debt instrument and, therefore, is subject to market risk related to changes in interest rates. Our debt is based on a structure that is priced over an index or LIBOR rate option. As of December 31, 2015, if our $50 million revolving credit agreement was fully drawn, a 1% increase in interest rates would increase interest expense by $0.5 million on an annual basis. Our Senior Secured Notes carry a fixed interest rate and are therefore not subject to market risk related to changes in interest rates.

We have 45 theatre leases that have increases contingent on changes in the Consumer Price Index (“CPI”). A 1% change in the CPI would increase rent expense by approximately $3.7 million over the remaining lives of these leases.

44

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements.

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	46
Consolidated Balance Sheets as of December 31, 2015 and 2014	47
Consolidated Statements of Operations for Years Ended December 31, 2015, 2014 and 2013	48
Consolidated Statements of Stockholders’ Equity for Years Ended December  31, 2015, 2014 and 2013	49
Consolidated Statements of Cash Flows for Years Ended December 31, 2015, 2014 and 2013	50
Notes to Consolidated Financial Statements	51

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Carmike Cinemas, Inc.

Columbus, Georgia

We have audited the accompanying consolidated balance sheets of Carmike Cinemas, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also include the financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Carmike Cinemas, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 29, 2016

46

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

	December 31,
	2015			2014
Assets:
Current assets:
Cash and cash equivalents	$	102,511		$	97,537
Restricted cash	593			395
Accounts receivable	16,207			18,635
Inventories	5,115			3,733
Deferred income tax asset	—			4,691
Prepaid expenses and other current assets	20,082			18,131
Total current assets	144,508			143,122
Property and equipment:
Land	45,265			49,887
Buildings and building improvements	345,451			343,718
Leasehold improvements	204,064			187,433
Assets under capital leases	49,173			50,398
Equipment	300,518			281,736
Construction in progress	10,617			26,709
Total property and equipment	955,088			939,881
Accumulated depreciation and amortization	(470,482		)	(438,378		)
Property and equipment, net of accumulated depreciation	484,606			501,503
Goodwill	151,716			125,515
Intangible assets, net of accumulated amortization	2,596			3,007
Investments in unconsolidated affiliates	8,033			5,079
Deferred income tax asset, net of valuation allowance	106,300			101,847
Other	14,899			13,544
Total assets	$	912,658		$	893,617
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	50,527		$	42,181
Accrued expenses	32,099			32,563
Deferred revenue	23,995			23,513
Current maturities of capital leases and long-term financing obligations	9,978			9,667
Total current liabilities	116,599			107,924
Long-term liabilities:
Long-term debt	223,406			205,205
Capital leases and long-term financing obligations, less current maturities	221,315			230,203
Deferred revenue	29,512			30,669
Other	32,055			31,071
Total long-term liabilities	506,288			497,148
Commitments and contingencies (Notes 17 and 18)	—			—
Stockholders’ equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued	—			—
Common Stock, $0.03 par value per share: 52,500,000 shares authorized, 25,410,153 shares issued and 24,598,206 shares outstanding at December 31, 2015, and 24,935,103 shares issued and 24,420,032 shares outstanding at December 31, 2014	754			744
Treasury stock, 811,947 and 515,071 shares at cost at December 31, 2015 and 2014, respectively	(21,289		)	(13,565		)
Paid-in capital	502,975			493,587
Accumulated deficit	(192,669		)	(192,221		)
Total stockholders’ equity	289,771			288,545
Total liabilities and stockholders’ equity	$	912,658		$	893,617

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

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CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

	Year Ended December 31,
	2015			2014			2013
Revenues:
Admissions	$	490,001		$	427,212		$	398,610
Concessions and other	314,367			262,717			236,225
Total operating revenues	804,368			689,929			634,835
Operating costs and expenses:
Film exhibition costs	276,654			235,457			220,260
Concession costs	36,173			30,310			29,052
Salaries and benefits	101,203			91,954			82,985
Theatre occupancy costs	96,710			86,876			66,651
Other theatre operating costs	133,537			121,025			100,800
General and administrative expenses	34,028			32,268			25,838
Lease termination charges	—			—			3,063
Severance agreement charges	—			—			253
Depreciation and amortization	56,380			49,234			42,378
(Gain) loss on sale of property and equipment	(3,234		)	(1,451		)	275
Impairment of long-lived assets	7,529			3,212			3,726
Total operating costs and expenses	738,980			648,885			575,281
Operating income	65,388			41,044			59,554
Interest expense	49,958			51,707			49,546
Loss on extinguishment of debt	17,550			—			—
(Loss) income before income tax and income from unconsolidated affiliates	(2,120		)	(10,663		)	10,008
Income tax expense (benefit)	3,456			(1,407		)	6,104
Income from unconsolidated affiliates	5,128			366			1,643
(Loss) income from continuing operations	(448		)	(8,890		)	5,547
(Loss) income from discontinued operations (Note 15)	—			(52		)	206
Net (loss) income	$	(448	)	$	(8,942	)	$	5,753
Weighted average shares outstanding:
Basic	24,595			23,392			19,540
Diluted	24,595			23,392			20,051
(Loss) income per common share (Basic and Diluted):
(Loss) income from continuing operations	$	(0.02	)	$	(0.38	)	$	0.28
(Loss) income from discontinued operations	—			—			0.01
Net (loss) income	$	(0.02	)	$	(0.38	)	$	0.29

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

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CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock			Treasury Stock					Paid in Capital		Accumulated Deficit			Total
	Shares	Amount		Shares		Amount
Balance at January 1, 2013	18,244	$	540	(457	)	$	(11,740	)	$	349,666	$	(189,032	)	$	149,434
Stock issuance	5,175	155		—		—			87,885		—			88,040
Net income	—	—		—		—			—		5,753			5,753
Purchase of treasury stock	—	—		(11	)	(174		)	—		—			(174		)
Stock options exercised	15	—		—		—			125		—			125
Stock-based compensation	94	3		—		—			2,527		—			2,530
Net excess tax benefits from stock-based compensation	—	—		—		—			103		—			103
Balance at December 31, 2013	23,528	$	698	(468	)	$	(11,914	)	$	440,306	$	(183,279	)	$	245,811
Stock issued through stock purchase plans	2	—		—		—			55		—			55
Shares issued for acquisition	1,382	42		—		—			47,232		—			47,274
Net loss	—	—		—		—			—		(8,942		)	(8,942		)
Purchase of treasury stock	—	—		(47	)	(1,651		)	—		—			(1,651		)
Stock options exercised	3	—		—		—			18		—			18
Stock-based compensation	20	4		—		—			4,905		—			4,909
Net excess tax benefits from stock-based compensation	—	—		—		—			1,071		—			1,071
Balance at December 31, 2014	24,935	$	744	(515	)	$	(13,565	)	$	493,587	$	(192,221	)	$	288,545
Stock issued through stock purchase plans	6	—		—		—			136		—			136
Net loss	—	—		—		—			—		(448		)	(448		)
Purchase of treasury stock	—	—		(297	)	(7,724		)	—		—			(7,724		)
Stock options exercised	76	2		—		—			1,109		—			1,111
Stock-based compensation	393	8		—		—			6,333		—			6,341
Net excess tax benefits from stock-based compensation	—	—		—		—			1,810		—			1,810
Balance at December 31, 2015	25,410	$	754	(812	)	$	(21,289	)	$	502,975	$	(192,669	)	$	289,771

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

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CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2015			2014			2013
Cash flows from operating activities:
Net (loss) income	$	(448	)	$	(8,942	)	$	5,753
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	56,380			49,235			42,536
Amortization of debt issuance costs	1,359			1,450			1,450
Impairment of long-lived assets	7,529			3,212			3,869
Loss on extinguishment of debt	17,550			—			—
Deferred income taxes	4,877			7,380			3,644
Stock-based compensation	6,341			4,909			2,527
Excess tax benefits from share-based payment arrangements	(1,810		)	(1,071		)	(103		)
(Income) loss from unconsolidated affiliates	(3,334		)	1,430			(14		)
Other	520			496			473
Gain on sale of property and equipment	(3,234		)	(1,451		)	(528		)
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable and inventories	1,073			(9,556		)	(781		)
Prepaid expenses and other assets	(1,769		)	(4,283		)	(2,455		)
Accounts payable	15,720			(11,386		)	12,969
Accrued expenses and other liabilities	607			5,399			878
Deferred construction allowances	—			1,632			—
Earnout payments for acquisitions	(849		)	—			—
Distributions from unconsolidated affiliates	495			549			468
Net cash provided by operating activities	101,007			39,003			70,686
Cash flows from investing activities:
Purchases of property and equipment	(54,211		)	(59,679		)	(37,812		)
Funding of restricted cash	(198		)	(43		)	(59		)
Purchase acquisition, net of acquired cash	(35,713		)	(16,146		)	(42,928		)
Investment in unconsolidated affiliates	(148		)	(109		)	(20		)
Proceeds from sale of property and equipment	10,948			7,346			1,804
Net cash used in investing activities	(79,322		)	(68,631		)	(79,015		)
Cash flows from financing activities:
Debt activities:
Issuance of long-term debt	230,000			—			—
Repayments of long-term debt	(223,022		)	(9,099		)	—
Repayments of capital lease and long-term financing obligations	(8,723		)	(7,096		)	(4,432		)
Issuance of common stock	136			55			88,043
Proceeds from exercise of stock options	1,111			18			125
Excess tax benefits from share-based payment arrangements	1,810			1,071			103
Purchase of treasury stock	(7,479		)	(1,651		)	(174		)
Earnout payment for acquisitions	(1,570		)	—			—
Debt issuance costs	(8,974		)	—			—
Net cash (used in) provided by financing activities	(16,711		)	(16,702		)	83,665
Increase (decrease) in cash and cash equivalents	4,974			(46,330		)	75,336
Cash and cash equivalents at beginning of year	97,537			143,867			68,531
Cash and cash equivalents at end of year	$	102,511		$	97,537		$	143,867
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
Interest	$	49,505		$	49,788		$	47,647
Income taxes, net	$	(5,410	)	$	980		$	5,657
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$	900		$	9,518		$	2,631
Assets acquired through capital lease obligations	$	531		$	—		$	—
Net assets received for shares issued	$	—		$	47,274		$	—
Liabilities assumed in theatre acquisitions	$	2,242		$	9,996		$	2,285

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

(in thousands except per share data)

NOTE 1—ORGANIZATION, NATURE OF BUSINESS AND BASIS OF PRESENTATION

Carmike Cinemas, Inc. and its subsidiaries (referred to as “Carmike”, “we”, “us”, “our”, and the “Company”) is one of the largest motion picture exhibitors in the United States. The Company owns, operates or has an interest in 275 theatres in 41 states. Of the Company’s 275 theatres, 260 show films on a first-run basis and 15 are discount theatres. The Company targets primarily 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. The Company’s primary business is the operation of motion picture theatres which generate revenues principally through admissions and concessions sales.

Basis of Presentation

The accompanying consolidated financial statements include those of Carmike and its wholly owned subsidiaries, after elimination of all intercompany accounts and transactions. When the Company has a non-controlling interest in an entity, it accounts for the investment using the equity method. The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

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.

Concentration of Risk

The Company purchases substantially all of its concession and janitorial supplies, except for beverage supplies, from Continental Concession Supplies, Inc. (“CCSI”). The Company is a significant customer of CSSI. If this relationship was disrupted, the Company could be forced to negotiate a number of substitute arrangements with alternative vendors which are likely to be, in the aggregate, less favorable to the Company.

Revenue Recognition

Admissions and concessions revenue is recognized at the point of sale for tickets and concessions. Sales taxes collected from customers are excluded from revenue and are recorded in accrued expenses in the accompanying consolidated balance sheets. Other revenues primarily consist of on-screen advertising. Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre.

We record proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognize admission and concession revenue when a holder redeems a gift card or other advanced sale-type certificate. We recognize revenue from unredeemed gift cards and other advanced sale-type certificates upon the later of expiration or when redemption becomes unlikely. Our conclusion that redemption is unlikely is based on an analysis of historical trends. Because we started our gift card program in 2012, we have not had a sufficient level of historical redemption rates to allow us to reasonably estimate the amount of gift cards sold that would be unredeemed ("breakage rate"). We were able to reasonably estimate the breakage rate for other advanced sale-type certificates based on historical redemption rates, as these programs have been in effect for a significant period of time. At the end of the fourth quarter of 2015, we concluded that a sufficient level of historical redemption rates had been established to allow us to reasonably estimate the breakage rate on unredeemed gift cards. During the three months ended December 31, 2015, we recognized breakage income from gift cards of approximately $3,055. The

51

breakage income relates to gift cards sold, but unredeemed, since inception of our gift card program. Estimated breakage revenue is recognized over time in proportion to actual gift card redemption rates and is allocated proportionally to admissions and concessions and other revenues. Revenue recognition related to all unredeemed gift cards and other advanced sale-type certificates totaled $3,581, $1,081 and $500 in 2015, 2014 and 2013, respectively.

Film Exhibition Costs

Film exhibition costs vary according to box office admissions and are accrued based on the Company’s terms and agreements with movie distributors. Some agreements provide for rental fees based on “firm terms” which are negotiated and established prior to the opening of the picture. These agreements usually provide for either a decreasing percentage of box office admissions to be paid to the movie studio over the first few weeks of the movie’s run, subject to a floor for later weeks or a set percentage for the entire run of the film with no adjustments. Where firm terms do not apply, film exhibition costs are accrued based on the expected success of the film over a thirty to sixty days period and estimates of the final settlement with the movie studio. Settlements between the Company and the movie studios are typically completed three to four weeks after the movie’s run and have not historically resulted in significant adjustments to amounts previously recorded.

Comprehensive Income

The Company has no other comprehensive income items.

Segment Reporting

The Company’s chief operating decision maker currently manages the business as one operating segment. The Company’s measure of segment profit is consolidated operating income.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase and consist primarily of money market accounts and deposits with banks that are federally insured in limited amounts. Payment due from banks for third-party credit and debit card transactions are generally received within 24 to 48 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. Such amounts due from banks for credit and debit card transactions are also classified as cash and cash equivalents and aggregated $4,580 and $3,128 at December 31, 2015 and 2014, respectively.

Restricted Cash

Certain balances due to third parties are classified as restricted cash.

Accounts Receivable

Accounts receivable consists of amounts owed primarily for vendor rebates and amounts due from advertisers. We have determined that no allowance for doubtful accounts is required as of December 31, 2015 and 2014 based on historical experience that payment is received in full.

Inventories

Inventories consist principally of concessions and theatre supplies and are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and equipment are carried at cost (reduced for any impairment charges), net of accumulated depreciation and amortization.

Depreciation and amortization is computed on a straight-line basis as follows:

Buildings and building improvements	15-30 years
Leasehold improvements	15-30 years	*
Assets under capital leases	11-25 years	*
Equipment	5-15 years

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* Based on the lesser of the useful life of the asset or the term of the applicable lease.

Included in buildings and building improvements are assets subject to financing leases with costs of $148,245 and $152,244 at December 31, 2015 and 2014, respectively, and accumulated depreciation of $45,933 and $41,409 at December 31, 2015 and 2014, respectively.

The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred (typically when a new lease is finalized) and capitalizes that amount as part of the book value of the long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the estimated useful life of the related asset. Asset retirement obligations are not material as of December 31, 2015 and 2014.

Acquisitions

The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, the Company has obtained assistance from third-party valuation specialists in order to assist in the Company’s determination of fair value. The Company provides the assumptions, including both qualitative and quantitative information, about the specified asset or liability to the third party valuation firm and evaluates the appropriateness of their valuation methodology. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts recorded. Significant estimates and assumptions include useful lives, condition of specific assets, future theatre revenue and cash flow projections, fair value interest rates on lease obligations, discount rates and market values of comparable assets. Historically, the estimates made have not resulted in significant subsequent changes.

Goodwill

In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other” (“ASC 350”), goodwill is not amortized. The Company evaluates goodwill for impairment on an annual basis, on December 31, or more frequently if events occur that may be indicative of impairment. The Company is a single reporting unit. The carrying amount of goodwill at December 31, 2015 and 2014 was $151,716 and $125,515, respectively.

The Company has an option to make a qualitative assessment of its reporting unit’s goodwill for impairment. If the Company chooses to perform a qualitative assessment and determines that the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. If the Company chooses not to perform a qualitative assessment, it performs an impairment test for goodwill using a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. If a Step 2 analysis is required, the Company allocates the estimated fair value of the reporting unit to its assets and liabilities, including intangible assets. The residual amount, following this allocation process, is deemed to be the implied fair value of the goodwill. Fair value is determined by using management’s expectations of cash flows in the next five years plus an expected residual value; a discount factor, approximating the weighted-average cost of capital using market participant assumptions; and cash expected to be paid for federal and state income taxes. An impairment charge is recorded to the extent the carrying value of the goodwill exceeds its implied fair value. The Company’s Step 1 impairment analysis of goodwill under ASC 350 did not result in any impairment for any periods presented.

Fair Value Measurements

The methods and assumptions used to estimate fair value are as follows:

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities:

The carrying amounts approximate fair value because of the short maturity of these instruments.

Long-term debt, excluding capital leases and financing obligations:

The fair value of the senior secured term loan is estimated based on quoted market prices on the date of measurement. See Note 8—Debt.

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Assets acquired and liabilities assumed in business combinations:

See Note 4—Acquisitions for fair value of assets acquired.

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 seasonality of the business, with significant revenues and cash-flow being 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 assets’ 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.

For the years ended December 31, 2015, 2014 and 2013, the Company recorded impairment charges from continuing operations of $7,529, $3,212 and $3,726, respectively, that were primarily a result of deterioration in the full-year operating results of certain theatres, the result of continued deterioration of certain previously impaired theatres, a decline in the market value of a previously closed theatre and competition in the market where the Company operates one theatre. See Note 3—Impairment of Property and Equipment.

Deferred Revenue

Deferred revenue relates primarily to the amount the Company received for entering into the long-term exhibition agreement with Screenvision Exhibition, Inc. (“Screenvision”) in October 2010 as described in Note 13- Screenvision Transaction, cash received from the sale of discount tickets and gift cards and amounts received in connection with vendor marketing programs. Deferred revenue related to the sale of discount tickets and gift cards are recognized as revenue as described in this Note 2 under “Revenue Recognition.” The amount the Company received for entering in the long-term exhibition agreement with Screenvision will be amortized to concessions and other revenue over the 30 year term of the agreement.

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update (“ASU”) 2014-8 (“ASU 2014-8”), 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 consolidated statements of operations. See Note 15—Discontinued Operations.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, limitations imposed by The Internal Revenue Code, and tax strategies. When the indications are that realization is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion is made.

The accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.

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Interest and penalties related to unrecognized tax benefits are recorded in interest expense and general and administrative expenses, respectively, in the Company’s consolidated statements of operations. See Note 11—Income Taxes.

Advertising

Advertising costs are expensed as incurred and included in film exhibition costs in the accompanying consolidated statements of operations. Advertising expenses totaled $2,452, $2,927 and $2,674 in 2015, 2014 and 2013, respectively.

Concession Costs

The Company records payments from vendors as a reduction of concession costs when earned.

Loyalty Program

Members of the Carmike Rewards program earn points for each dollar spent on admissions and concessions at our theatres and earn concession or ticket awards once designated point thresholds have been met. We believe that the value of the awards granted to our Carmike Rewards members is insignificant compared to the value of the transactions necessary to earn the award. The Company records the estimated incremental cost of providing the awards based on the points earned by the members. The Carmike Rewards program commenced on October 1, 2010 and the costs of awards earned for the years ended December 31, 2015, 2014 and 2013 are not significant to our consolidated financial statements.

Stock Based Compensation

Compensation expense for all stock-based compensation benefits is recognized over the requisite service period at the estimated fair value of the award at grant date. See Note 12—Stockholders’ Equity for a description of the Company’s stock plans and related disclosures.

Leases

The Company operates most of its theatres under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years, and classifies these as operating, capital or financing based on an assessment at lease inception or renewal and when a modification is made to a lease. These leases generally provide for the payment of fixed monthly rentals, property taxes, common area maintenance, insurance, repairs and some of these leases provide for escalating payments over the lease period. The Company, at its option, can renew most of its leases at defined or then fair rental rates over varying periods. The Company generally does not consider the exercise of the renewal options as reasonably assured at lease inception for purposes of evaluating lease classification.

Several leases have a contingent component called percentage rent within the lease agreement. Percentage rent is generally based on a percentage of revenue in excess of a stated annual minimum as described within the lease. The Company recognizes contingent rent expense prior to achievement of the fixed breakpoint when it becomes probable that the breakpoint will be achieved. Contingent payments under capital leases and arrangements accounted for as financing obligations are charged to interest expense.

For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term, beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease. The portion of our deferred rent liability that will be amortized to rent expense beyond one year is classified in other long-term liabilities. In some leases, the Company funded costs to the benefit of the landlord, which have been recorded as prepaid rent and amortized over the term of the lease on a straight-line basis.

For leases that are classified as capital leases, the property is recorded as a capital lease asset and a corresponding amount is recorded as a capital lease obligation in an amount equal to the lesser of the present value of minimum lease payments to be made over the lease life or the fair value of the property being leased. The Company amortizes its capital lease assets on a straight-line basis over the lesser of the lease term or the economic life of the property. The Company allocates each minimum lease payment between a reduction of the lease obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

On certain leases the Company is involved with the construction of the building (typically on land owned by the landlord). When the Company is the deemed owner of the project for accounting purposes, the Company records the amount of total project costs incurred during the construction period. At completion of the construction project, the Company evaluates whether the transfer to the landlord/owner meets the requirements for sale-leaseback treatment. If it does not meet such

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requirements, which is typical, the Company records amounts funded by or received from the landlord as a financing obligation. Payments under such leases are bifurcated between the ground rent on the land, which is considered to be an operating lease, and payments for the building portion which is a financing obligation. The Company then allocates the lease payment for the building portion between a reduction of the financing obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

In certain leases, the last payment at the end of the lease term is settled by a transfer of the property to the landlord in settlement of the remaining financing obligation. The amount of amortization of the asset and the financing obligation is structured at the outset such that the remaining residual book value of the asset is always equal to or less than the remaining financing obligation at the end of the lease term. If the remaining financing obligation is greater than the residual book value at the end of the lease term, the Company will recognize a gain at the end of the lease term.

Debt Issuance Costs

Debt issuance costs are amortized to interest expense using the effective interest method over the life of the related debt. Debt issuance costs related to the Senior Secured Notes are recorded as a reduction to the associated long-term debt, and debt issuance costs related to the Credit Facility are included in other non-current assets.

Commitments and Contingencies

In accordance with ASC 450, liabilities for loss contingencies arising from claims, assessments, litigation and other sources are recorded when it is probable that a liability has been incurred and the amount of the claim, assessment or damages can be reasonably estimated. Otherwise the Company expenses these costs as incurred. Depending on the nature of the charge, these expenses are recorded in other theatre operating costs or general and administrative charges in the Company’s consolidated statements of operations.

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates over which the Company has significant influence are accounted for under the equity method of accounting. The investments are carried at the cost of acquisition, including subsequent capital contributions by the Company, plus the Company’s equity in undistributed earnings or losses since acquisition. See Note 14—Investments in Unconsolidated Affiliates. The Company regularly reviews its equity method investments for impairment, including when the carrying amount of an investment exceeds its related fair value. The Company evaluates information such as budgets, business plans and financial statements of its equity method investees in determining whether an other-than-temporary decline in value exists. Factors indicative of an other-than-temporary decline include, among others, recurring operating losses and defaults on credit agreements.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-8, Presentation of Financial Statements and Property Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-8 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 2014-8, 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 was 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 adopted this ASU during its second fiscal quarter of 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 2014-9, Revenue from Contracts with Customers. ASU 2014-9 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict

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the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern. ASU 2014-15 provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations: Pushdown Accounting. The amendments in ASU 2014-17 provide an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon a change in control event. An acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments became effective upon issuance of the ASU. ASU 2014-17 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of an extraordinary item. Under existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. ASU 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3)the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been

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previously issued. Entities would apply the new guidance retrospectively to all prior periods. The Company adopted this ASU during its second fiscal quarter of 2015 and has retrospectively presented debt issuance costs, other than those costs associated with its revolving credit facility, previously classified as an asset on its consolidated balance sheets.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value. Current guidance requires inventory to be measured at the lower of cost or market. The ASU does not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, to clarify the Securities and Exchange Commission's ("SEC") position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. ASU 2015-15 allows for an entity to present debt issuance costs incurred before a debt liability is recognized or associated with a revolving-debt agreement as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-15 will not impact the Company's consolidated financial statements as it currently present debt issuance costs related to its line-of-credit agreement in accordance with this guidance.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires adjustments made to provisional amounts recognized in a business combination be recognized in the reporting period in which the adjustments are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Company adopted ASU 2015-16 during the three months ended September 30, 2015. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for all entities. The Company adopted this ASU during its fourth fiscal quarter of 2015 and will prospectively present deferred tax asset and deferred tax liability balances as noncurrent in its classified balance sheet. Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

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 our present or future financial statements.

NOTE 3—IMPAIRMENT OF PROPERTY AND EQUIPMENT

The Company recorded impairment charges from continuing operations of $7,529, $3,212, and $3,726, for the years ended December 31, 2015, 2014, and 2013, respectively. The estimated aggregate fair value of the long-lived assets impaired during the years ended December 31, 2015, 2014 and 2013 was approximately $15,200, $3,939, and $4,823, respectively. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements, and were derived primarily from discounting estimated future cash flows and appraisals of certain owned properties. 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

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future attendance fluctuations of (10)% to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.

	Year ended December 31,
	2015		2014		2013
Continuing Operations:
Theatre properties	$	6,311	$	2,845	$	3,528
Equipment	1,218		367		198
Impairment of long-lived assets	$	7,529	$	3,212	$	3,726
Discontinued Operations:
Theatre properties	$	—	$	—	$	122
Equipment	—		—		21
Impairment of long-lived assets	$	—	$	—	$	143

For 2015, impairment charges were primarily the result of (1) deterioration in the full-year operating results of certain theatres resulting in $3,412 in impairment charges using valuation inputs as of the date of the impairment analysis; (2) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $3,486 in impairment charges using valuation inputs as of the date of the impairment analysis and (3) a decline in the market value of a previously closed theatre resulting in an impairment charge of $631.

For 2014, impairment charges were primarily the result of (1) deterioration in the full-year operating results of certain theatres resulting in $784 in impairment charges using valuation inputs as of the date of the impairment analysis and (2) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $2,428 in impairment charges using valuation inputs as of the date of the impairment analysis.

For 2013, impairment charges were primarily the result of (1) the impact of competition in a market where the Company operates one theatre, resulting in $2,758 in impairment charges using valuation inputs as of the date of the impairment analysis; (2) deterioration in the full-year operating results of certain theatres resulting in $361 in impairment charges using valuation inputs as of the date of the impairment analysis and (3) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $750 in impairment charges using valuation inputs as of the date of the impairment analysis.

NOTE 4—ACQUISITIONS

Sundance

On October 6, 2015, the Company completed its acquisition of five theatres and 37 screens pursuant to the terms of a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC ("Sundance"). In consideration for the acquisition, the Company paid $35,842 in cash, including $130 in working capital adjustments. The purchase price was paid using cash on hand. The acquisition of Sundance supports the Company's growth strategy.

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

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Purchase price, net of cash received	$	35,713
Working capital adjustment	130
Total purchase price	$	35,843
Accounts receivable	$	156
Inventory	173
Other current assets	511
Property and equipment	10,022
Intangible assets	200
Other assets	464
Deferred tax assets	1,444
Accounts payable	(870		)
Accrued expenses	(852		)
Other liabilities	(520		)
Net assets acquired	10,728
Goodwill	25,115
Purchase Price	$	35,843

The purchase price allocation is preliminary and certain items are subject to change. The primary area of the preliminary valuation that is not yet finalized relates to the determination of deferred tax asset and liability balances. The Company expects to continue to obtain information to assist in determining the fair values during the measurement period.

The total non-cash consideration representing liabilities assumed in the Sundance transaction was $2,242.

The fair value of the current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $25,115 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not expected to be deductible for income tax purposes. Identified intangible assets recognized of $200 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $520 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligation, prior to the exercise of any extension or renewals associated with the underlying lease is 5.0 years.

The results of Sundance's operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Sundance included in the Company's operating results for the year ended December 31, 2015 from the acquisition date are $7,394 and $668, respectively. Acquisition costs related to professional fees incurred as a result of the Sundance acquisition, during the year ended December 31, 2015 were approximately $300 and were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations. The majority of these expenses are not deductible for income tax purposes.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 2015 and 2014 assumes the Sundance acquisition occurred at the beginning of fiscal year 2014, 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 Sundance to reflect the fair value adjustments to property and equipment. These fair values also represent Level 3 measures within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements.

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	Pro Forma Year Ended December 31,
	2015		2014
Revenues	$	822,359	$	713,171
Operating income	$	66,308	$	43,030
Net income (loss)	$	473	$	(6,956	)
Income (loss) per share:
Basic	$	0.02	$	(0.30	)
Diluted	$	0.02	$	(0.30	)

Digiplex

On August 15, 2014, the Company completed its acquisition of Digital Cinema Destination, Corp. (“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 became 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 8 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 year ended December 31, 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 year ended December 31, 2014.

The following table summarizes the 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	$	47,274
Cash settlement of Start Media joint venture	10,978
Cash settlement of shares held in escrow	181
Total acquisition consideration	$	58,433

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

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	Digiplex
Total purchase price, net of cash received	$	58,004
Accounts receivable	396
Other current assets	534
Property and equipment	25,126
Intangible assets	2,190
Other assets	521
Deferred tax assets	9,716
Accounts payable	(3,347		)
Accrued expenses	(3,730		)
Unfavorable lease obligations	(5,980		)
Capital leases assumed	(850		)
Assumption of Northlight term loan	(9,099		)
Other liabilities	(630		)
Net assets acquired	14,847
Goodwill	$	43,157

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 $43,157 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not deductible for income tax purposes. During the year ended December 31, 2015, the Company completed its valuation of the fixed assets acquired which resulted in a decrease to property and equipment and an increase to goodwill of $668 and its calculation of income taxes related to the Digiplex acquisition which resulted in a decrease to deferred income taxes and an increase to goodwill of $486. No amounts have been recorded in net loss for the three months ended December 31, 2015 that would have been recorded in previous reporting periods if the adjustment for provisional amounts had been recognized as of the acquisition date. The Company finalized the Digiplex purchase price allocation during the year ended December 31, 2015.

Identifiable intangible assets recognized of $2,190 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $5,980 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligations, prior to the exercise of any extension or renewals associated with the underlying leases is 6.1 years.

The results of Digiplex’s operations have been included in the consolidated financial statements since the date of acquisition. Digiplex contributed revenue of $57,391 and $16,728 and net income (loss) of $5,381 and ($197) for the years ended December 31, 2015 and 2014, respectively. Acquisition costs related to professional fees incurred as a result of the Digiplex acquisition, during the year ended December 31, 2014 were approximately $3,477 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. The majority of these expenses are not deductible for income tax purposes.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 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. These fair values also represent Level 3 measures within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements.

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	Pro Forma Year Ended December 31,
	2014			2013
Revenues	$	733,923		$	677,468
Operating income	$	40,763		$	59,676
Net (loss) income	$	(11,716	)	$	3,941
(Loss) income per share:
Basic	$	(0.50	)	$	0.20
Diluted	$	(0.50	)	$	0.20

Muvico

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.

The fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. During the year ended December 31, 2014, the Company completed its valuation related to the fair value of the net assets acquired from Muvico. The goodwill recognized of $24,415 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.

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, was $750. The fair value of the contingent consideration and the resulting increase to Goodwill were recorded during the year ended December 31, 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. No other adjustments to Goodwill related to the Muvico acquisition were made during the year ended December 31, 2014.

The following table summarizes the 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	3,469
Current liabilities	(2,068		)
Other liabilities	(1,150		)
Net assets acquired	26,044
Goodwill	24,415
Purchase price	$	50,459

The total non-cash consideration representing liabilities assumed in the Muvico transaction was $22,319.

The results of Muvico’s operations have been included in the consolidated financial statements since the date of acquisition. Muvico contributed revenue of $64,730, $61,596 and $9,570 and net income (loss) of $550, ($248) and $995 for the years ended December 31, 2015, 2014 and 2013, respectively. Acquisition costs related to professional fees incurred as a

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result of the Muvico acquisition, during the year ended December 31, 2013 were approximately $2,038 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 2013 and 2012 assumes the Muvico acquisition occurred at the beginning of the fiscal year 2012, and reflects the full results of operations for the years 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 Muvico 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 Year Ended December 31,
	2013		2012
Revenues	$	699,826	$	603,243
Operating income	$	60,163	$	58,882
Net income	$	4,692	$	97,595
Income per share:
Basic	$	0.24	$	6.19
Diluted	$	0.23	$	6.07

Cinemark

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. During the year ended December 31, 2014, the Company completed its valuation related to the fair value of the net assets acquired from Cinemark using facts and circumstances existing as of the measurement date. Total Goodwill recorded as a result of the acquisition was $11,203. The results of operations of those theatres were not significant to the Company’s consolidated financial statements of operations and accordingly, the Company has not provided pro forma financial information relating to this acquisition. 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 was 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. This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement as defined in ASC 820. The earnings performance period ended on October 31, 2014. As a result of the earnings performance of MNM Theatres, the Company recorded $849 to general and administrative expenses during the year ended December 31, 2014 which represents the contingent consideration to be paid. This amount was paid in January 2015 and is included in cash flows from operating activities in the consolidated statement of cash flows.

NOTE 5—PREPAID EXPENSES AND OTHER CURRENT ASSETS

At December 31, 2015 and 2014, prepaid expenses and other current assets consisted of the following:

	December 31,
	2015		2014
Prepaid rent	$	11,226	$	10,885
Prepaid taxes	3,746		2,909
Other	5,110		4,337
	$	20,082	$	18,131

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NOTE 6—GOODWILL AND OTHER INTANGIBLES

At December 31, 2015 and 2014, intangible assets consisted of the following:

	Weighted-Average Period (In Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
As of December 31, 2015
Intangible assets:
Lease related intangibles	4.2	$	3,612	$	(1,206	)	$	2,406
Non-compete agreements	0.1	30		(21		)	9
Trade names	0.6	750		(569		)	181
Total intangible assets	4.9	$	4,392	$	(1,796	)	$	2,596
As of December 31, 2014
Intangible assets:
Lease related intangibles	6.8	$	3,621	$	(825	)	$	2,796
Non-compete agreements	0.1	30		(16		)	14
Trade names	0.7	750		(553		)	197
Total intangible assets	7.6	$	4,401	$	(1,394	)	$	3,007

Amortization of other intangible assets was $488, $231, and $104, for the years ended December 31, 2015, 2014 and 2013, respectively. In addition, the Company impaired favorable lease intangible assets in 2015 of $120 related to a closed theatre.

Amortization expense of intangible assets for fiscal years 2016 through 2020 and thereafter is estimated to be approximately $525, $518, $495, $495, $274 and $287, respectively, with a remaining weighted average useful life of 4.9 years.

The following table discloses the changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014:

	2015
	December 31, 2014			Additions		Impairments		December 31, 2015
Goodwill, gross	$	163,755		$	26,201	$	—	$	189,956
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	125,515		$	26,201	$	—	$	151,716

	2014
	December 31, 2013			Additions		Impairments		December 31, 2014
Goodwill, gross	$	112,617		$	51,138	$	—	$	163,755
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	74,377		$	51,138	$	—	$	125,515

NOTE 7—OTHER ASSETS

At December 31, 2015 and 2014, other assets are as follows:

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	December 31,
	2015		2014
Deposits and insurance binders	$	4,903	$	4,968
Deferred financing costs	4,835		4,956
Prepaid rent	2,688		2,604
Debt issuance costs, net of amortization	1,747		148
Other	726		868
	$	14,899	$	13,544

NOTE 8—DEBT

Debt consisted of the following as of December 31, 2015 and 2014:

	December 31,
	2015			2014
Senior secured notes	$	230,000		$	210,000
Revolving credit facility	—			—
Unamortized debt issuance costs	(6,594		)	(4,795		)
Total debt	223,406			205,205
Current maturities	—			—
	$	223,406		$	205,205

6.00% Senior Secured Notes

In June 2015, the Company issued $230,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $210,000 senior secured notes that were due in May 2019. The Company recorded a loss on extinguishment of debt of $17,550 during the twelve months ended December 31, 2015 for the write-off of unamortized debt issuance costs, including a prepayment penalty of $11,600 related to the termination of its existing senior secured notes. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year beginning December 15, 2015.

The Senior Secured Notes are fully and unconditionally guaranteed by each of the Company’s existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries of the Company. Debt issuance costs and other transaction fees of approximately $7,000 are recorded as a reduction to the associated long-term debt and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (including the capital stock of the Company’s current subsidiaries), other than certain excluded assets.

At any time prior to June 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, the Company may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”). The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics of the underlying debt.

At any time on or after June 15, 2018, the Company may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 104.50%.

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

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Revolving Credit Facility

In June 2015, the Company also entered into a new $50,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR plus a margin of 2.75%, or Base Rate plus a margin of 1.75%, as the Company may elect. In addition, the Company is required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit Facility is June 17, 2020. The $50,000 revolving credit facility replaced the prior $25,000 revolving credit facility that was scheduled to mature in April 2016. Debt issuance costs and other transaction fees of approximately $1,900 related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense.

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by certain of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at December 31, 2015.

Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s ability, and its subsidiaries, 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 December 31, 2015, 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 176,000.

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

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

The Credit Facility contains further limitations on the Company’s ability to incur additional indebtedness and liens. In addition, to the extent the Company incurs certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. If the Company draws on the Credit Facility, the

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Company will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 3.00 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of December 31, 2015, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

Debt Maturities

At December 31, 2015, the Company’s future maturities of long-term debt obligations are as follows:

	2016		2017		2018		2019		2020		Thereafter		Total
Senior secured notes	$	—	$	—	$	—	$	—	$	—	$	230,000	$	230,000

The fair value of the Senior Secured Notes at December 31, 2015 and 2014 are Level 2 estimates within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements and is estimated based on quoted market prices as follows:

	Year ended December 31,
	2015		2014
Carrying amount, net	$	230,000	$	210,000
Fair value	$	234,600	$	222,600

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NOTE 9—ACCRUED EXPENSES

At December 31, 2015 and 2014, accrued expenses consisted of the following:

	December 31,
	2015		2014
Accrued salaries	$	7,208	$	6,319
Sales taxes	6,549		4,332
Property taxes	5,943		6,259
Accrued rents	4,622		4,182
Accrued insurance	3,103		2,920
Accrued interest	678		1,979
Other accruals	3,996		6,572
	$	32,099	$	32,563

NOTE 10—OTHER LIABILITIES

At December 31, 2015 and 2014, other liabilities consisted of the following:

	December 31,
	2015		2014
Deferred rent	$	17,084	$	14,673
Unfavorable lease liability	11,457		12,907
Other	3,514		3,491
	$	32,055	$	31,071

NOTE 11—INCOME TAXES

Income tax expense (benefit) from continuing operations is summarized as follows:

	Year ended December 31,
	2015			2014			2013
Current:
Federal	$	167		$	(8,856	)	$	1,681
State	(57		)	372			773
Deferred:
Federal	670			4,973			1,702
State	2,676			2,104			1,948
Total income tax expense (benefit)	$	3,456		$	(1,407	)	$	6,104

The consolidated income tax provision was different from the amount computed using the U.S. statutory income tax rate for the following reasons:

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	Year ended December 31,
	2015			2014			2013
Pre-tax (loss) income from continuing operations	$	(2,120	)	$	(10,663	)	$	10,008
Federal tax (benefit) expense, at statutory rates	(742		)	(3,732		)	3,503
State tax expense, net of federal tax effects	842			13			1,748
Entity restructuring reduction in state deferred tax assets	—			1,597			—
Non-deductible transaction costs	102			849			—
Permanent non-deductible expenses	223			203			241
Impact of equity investment income at statutory tax rate	1,795			128			575
Change in state valuation allowance	860			—			—
Non-deductible executive compensation	508			—			—
Tax effect of uncertain tax position	4			(302		)	86
Employment credits	(100		)	(100		)	(276		)
Other	(36		)	(63		)	—
Reduction in gross deferred tax assets due to IRC Section 382 limitations	—			—			227
Total tax expense (benefit) from continuing operations	$	3,456		$	(1,407	)	$	6,104

The Company’s effective tax rate was 114.9%, 13.6% and 52.4% for the years ended December 31, 2015, 2014 and 2013, respectively. The Company’s tax rate was different from the statutory tax rate primarily due to state income taxes, a reduction in deferred tax assets resulting from state NOL’s not able to be recognized due to expiration, the establishment of a valuation allowance for state NOL's and executive compensation and other expenses that are not deductible for tax purposes.

Components of the Company’s deferred tax assets (liabilities) are as follows:

	December 31,
	2015			2014
Tax basis of property, equipment and other assets over book basis	$	56,892		$	58,080
Net operating loss carryforwards	21,867			21,298
Deferred income	10,708			10,193
Deferred rent	7,305			6,515
Equity compensation accruals	4,155			3,894
Compensation and other accruals	3,293			2,842
Tax basis of goodwill and intangible property over book	779			1,881
Basis difference in investee	74			1,056
Alternative minimum tax credit carryforwards	2,087			779
Valuation allowance	(860		)	—
Total deferred tax asset	$	106,300		$	106,538

The balance sheet presentation of the Company’s deferred income taxes is as follows:

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	December 31,
	2015			2014
Current deferred tax assets	$	—		$	5,046
Current deferred tax liabilities	—			(355		)
Net current deferred tax assets	$	—		$	4,691
Non-current deferred tax assets	$	107,618		$	102,168
Non-current deferred tax liabilities	(458		)	(321		)
Net non-current deferred tax assets before valuation allowance	107,160			101,847
Valuation allowance against non-current deferred tax assets	(860		)	—
Net non-current deferred tax assets	$	106,300		$	101,847
Net deferred tax assets	$	106,300		$	106,538

The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, 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 ownership change, the Company is limited to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs. The Company’s acquisitions of Digiplex and Sundance (see Note 4 - Acquisitions) triggered ownership changes for these companies during the third quarter of 2014 and fourth quarter of 2015, respectively. The Company has evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of the Company's assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses the Company can utilize under IRC Section 382. Therefore, the Company does not believe that the ownership changes will significantly limit its ability to utilize net operating losses acquired from Digiplex or Sundance.

The Company recorded a deferred tax asset of $9,716 in the acquisition of Digiplex and a deferred tax asset of $1,444 in the acquisition of Sundance.

As discussed in Note 4–Acquisitions, the Company recorded a deferred tax asset of $3,469 in the acquisition of Muvico.

At December 31, 2015, the Company had federal and state net operating loss carryforwards of $51,839 and $58,110, respectively, net of IRC Section 382 limitations, to offset the Company’s future taxable income. The state net operating loss carryforwards are shown net of a valuation allowance for certain state net operating loss carryforwards that are expected to expire unused. The federal net operating loss carryforwards will begin to expire in the year 2020, and certain of the state net operating loss carryforwards began expiring in 2016. In addition, the Company’s alternative minimum tax credit carryforward of approximately $2,087 has an indefinite carryforward life but $787 is subject to the IRC Section 382 limitation.

Valuation Allowance

At December 31, 2015 and 2014, the Company’s deferred tax assets, net of IRC Section 382 limitations, were $107,160 and $106,538, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made.

Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of the Company's deferred tax assets. Establishing an allowance on the Company's net deferred tax assets could have a material adverse effect on the Company's financial condition and results of operations.

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Management’s conclusion at December 31, 2015 that it is more likely than not that the Company's net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, as noted above, the Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $860 was established for the three and twelve months ended December 31, 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration.

Income Tax Uncertainties

The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities based on their technical merits.

As of December 31, 2015 and 2014, the amount of unrecognized tax benefits related to continuing operations was $173 and $167 respectively, all of which would affect the Company’s annual effective tax rate, if recognized.

A reconciliation of the beginning and ending uncertain tax positions is as follows:

Gross unrecognized tax benefits at January 1, 2013	$	2,678
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	—
Increases in tax positions for current year	132
Settlements	—
Lapse in statute of limitations	(47		)
Gross unrecognized tax benefits at December 31, 2013	2,763
Increases in tax positions for prior years	43
Decreases in tax positions for prior years	—
Decreases in tax positions for current year	(210		)
Settlements	—
Lapse in statute of limitations	(2,429		)
Gross unrecognized tax benefits at December 31, 2014	167
Increases in tax positions for prior years	1
Decreases in tax positions for prior years	—
Increases in tax positions for current year	44
Settlements	—
Lapse in statute of limitations	(39		)
Gross unrecognized tax benefits at December 31, 2015	$	173

The Company files consolidated and separate income tax returns in the United States federal jurisdiction and in many state jurisdictions. The Company is no longer subject to United States federal income tax examinations for years before 2000 and is no longer subject to state and local income tax examinations by tax authorities for years before 1999. The Company is currently under federal income tax examination for both 2012 and 2014.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in interest expense and general and administrative expenses, respectively, in the Company’s consolidated statements of operations. Amounts accrued for interest and penalties as of December 31, 2015 and 2014 are not significant to the consolidated financial statements.

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NOTE 12—STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Stock Issuance

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. 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. See Note 4—Acquisitions.

On July 25, 2013, the Company issued 4.5 million shares of its common stock, at a price to the public of $18.00 per share through a registered public offering. The Company granted the underwriters an option to purchase up to an additional 675,000 shares of the Company’s common stock to cover over-allotments, if any, which the underwriters could exercise within 30 days of the date of the final prospectus. The underwriters purchased the additional 675,000 shares of common stock on August 16, 2013. The offering was made pursuant to the Company’s existing shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”). The net proceeds received from the transaction were approximately $88,043. The funds received from the issuance of the shares have been used for general corporate purposes, including potential acquisitions, working capital and other capital expenditures.

Share Repurchase Program

On December 10, 2015, the Company announced that its Board of Directors had authorized a $50 million share repurchase program. The shares may be repurchased from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws. The share repurchase program will expire on December 10, 2018, but it may be suspended or discontinued at any time. Through December 31, 2015, the Company purchased 188,119 shares for approximately $4,222, at an average price of $22.44. Subsequent to December 31, 2015, the Company has repurchased 116,487 shares of its common stock at an aggregate purchase price of approximately $2,608.

A summary of the Company's purchase of its common stock on a monthly basis during the three months ended December 31, 2015 is as follows:

	Total Number of Shares Purchased	Average Price per Share		Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
2015	188,119	$	22.44	188,119	$	45,778
	188,119	$	22.44

Share-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 December 31, 2015, there were 1,116,804 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 determination of the fair value of stock option awards on the date of grant using option-pricing models is affected by the Company’s stock price, as well as assumptions regarding a number of other inputs. These variables include the Company’s expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The expected volatility is based on the historical volatility. The Company uses historical data to estimate stock option exercise and forfeiture rates. The expected term represents the period over which the share-based awards are expected to be outstanding. The dividend yield is an estimate of the expected dividend yield on the Company’s stock. The risk-free rate is based on U.S. Treasury yields in effect at the time of the grant for the expected term of the stock options. All stock option awards are amortized based on their graded vesting over the requisite service period of the awards.

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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 value of the shares awarded to the employee. In addition, the Company issues performance-based awards which are dependent on the achievement of EBITDA targets and are earned over a three-year period. The performance-based awards vest at the end of the three-year period. As of December 31, 2015, the Company had 193,891 shares of performance-based awards outstanding, all of which 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’s total stock-based compensation expense was $6,341, $4,909 and $2,527 in 2015, 2014 and 2013, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations with the exception of the accelerated vested awards which are included in Severance Agreement Charges. Beginning in 2013, certain employees became retirement-eligible under the terms of the 2014 Incentive Stock Plan. For retirement-eligible employees, stock-based compensation expense is recognized immediately for awards with service-based conditions and upon meeting the required performance-based targets for performance-based awards. As of December 31, 2015, the Company had approximately $1,786 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 1.4 years. This expected cost does not include the impact of any future stock-based compensation awards.

Options-Service Condition Vesting

The Company currently uses the Black-Scholes option pricing model to determine the fair value of its stock options. 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 ten years after the grant date.

No options were granted during 2015, 2014 and 2013.

The following table sets forth the summary of option activity for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	600,000		$	8.65	5.1	10,574
Granted	—		$	—	—	$	—
Exercised	(50,000	)	$	8.38	—	$	1,026
Expired	—		$	—	—	—
Forfeited	—		$	—	—	$	—
Outstanding at December 31, 2015	550,000		$	8.67	4.1	$	7,848
Exercisable on December 31, 2015	550,000		$	8.67	4.1	$	7,848
Expected to vest at December 31, 2015	—		$	—	—	$	—

The fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was $0, $608, and $588, respectively. The intrinsic value of the options exercised during the years ended December 31, 2015, 2014 and 2013 was $1,026, $70 and $232, respectively. Cash received from options exercised for the years ended December 31, 2015, 2014 and 2013 was $419, $18 and $125, respectively. The cash tax benefits realized from stock awards exercised for December 31, 2015, 2014 and 2013 were $390, $28 and $88 respectively.

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 stock option grants expire 10 years from date of issuance. The Company determined the aggregate grant date fair value of these stock options to be approximately $1,430. The fair value of these options

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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 Company’s stock options with market condition vesting for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	100,000		$	25.95	2.28	$	32
Granted	—		—		—	—
Exercised	(26,666	)	25.95		—	$	76
Forfeited	—		—		—	—
Outstanding at December 31, 2015	73,334		$	25.95	1.28	$	—
Exercisable on December 31, 2015	40,000		$	25.95	1.28	$	—
Expected to vest at December 31, 2015	—		$	—	—	$	—

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants for the year ended December 31, 2015:

	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested at beginning of year	559,774		$	17.35	573,353		$	12.51	458,981		$	10.85
Granted	184,492		$	33.13	138,855		$	29.44	215,800		$	15.77
Vested	(355,472	)	$	14.61	(128,437	)	$	8.80	(97,928	)	$	11.78
Forfeited	—		$	—	(23,997	)	$	17.44	(3,500	)	$	15.66
Nonvested at end of year	388,794		$	27.34	559,774		$	17.35	573,353		$	12.51

The total fair value for restricted share awards that vested during 2015, 2014 and 2013 was $8,229, $4,091 and $1,617, respectively.

Employee Stock Purchase Plan

On July 1, 2014, the Company adopted an Employee Stock Purchase Plan (“ESPP”) which enables employees who have completed one year of service and meet certain minimum work requirements, to purchase the Company’s common stock through payroll deductions at a price equal to 90 percent of the stock price at the end of each 3 month purchase period, subject to certain limits. All shares purchased under the ESPP are immediately vested. The number of shares issued under the ESPP during the years ended December 31, 2015 and 2014 was 5,571 and 1,947, respectively. At December 31, 2015, there were 242,482 shares available for future issuance under the ESPP.

NOTE 13—SCREENVISION TRANSACTION

On October 14, 2010, the Company finalized the modification of its long-term exhibition agreement (the “Modified Exhibition Agreement”) with 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, Carmike received a cash payment of $30,000 from Screenvision in January 2011. In addition, on October 14, 2010, Carmike 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

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

As of December 31, 2015, Carmike held Class C and Class A membership units representing approximately 18% of the total issued and outstanding membership units of SV Holdco. As of December 31, 2015, the carrying value of Carmike’s ownership interest in Screenvision is $6,957 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.

Carmike’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 Carmike an interest in the other members’ initial or subsequent capital contributions. As a profits interest, Carmike’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 Carmike’s Class C membership units equaled $88,000 as of December 31, 2015.

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 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 using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. Carmike’s non-forfeitable Class C and Class A membership units represented approximately 14% and 15%, respectively, of the total issued and outstanding membership units of SV Holdco as of December 31, 2015 and 2014.

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 its consolidated statement of operations amounts related to Screenvision of approximately $10,889, $11,161 and $10,214 for the years ended December 31, 2015, 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 approximately $1,922, $1,970 and $1,804 for the years ended December 31, 2015, 2014 and 2013, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,626 and $2,383 at December 31, 2015 and 2014, 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 years ended December 31, 2015 and 2014 are as follows:

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Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco	(1,992		)
Balance at December 31, 2014	$	4,196
Balance at January 1, 2015	$	4,196
Equity income of SV Holdco	2,761
Balance at December 31, 2015	$	6,957
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2014	$	31,827
Balance at January 1, 2015	$	31,827
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2015	$	30,670

NOTE 14—INVESTMENT 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 13—Screenvision Transaction and interests in other joint ventures.

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

	December 31,
	2015		2014
Assets:
Current assets	$	67,559	$	56,709
Noncurrent assets	119,240		127,657
Total assets	$	186,799	$	184,366
Liabilities:
Current liabilities	$	42,765	$	50,756
Noncurrent liabilities	57,539		66,429
Total liabilities	$	100,304	$	117,185

	Year Ended
	2015		2014			2013
Results of operations:
Revenue	$	164,888	$	157,722		$	162,432
Operating income (loss)	$	465	$	(14,915	)	$	(1,715	)
Income (loss) from continuing operations	$	19,104	$	(13,636	)	$	(2,900	)
Net income (loss)	$	19,104	$	(13,636	)	$	(2,900	)

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A summary of activity in income from unconsolidated affiliates is as follows:

	Year ended December 31,
Income from unconsolidated affiliates	2015		2014			2013
Income (loss) from unconsolidated affiliates	$	3,206	$	(1,604	)	$	(161	)
Elimination of intercompany revenue	1,922		1,970			1,804
Income from unconsolidated affiliates	$	5,128	$	366		$	1,643

NOTE 15—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. In 2015, 2014 and 2013, the Company closed ten, seven and fourteen theatres, respectively. The ten and seven closures in 2015 and 2014, respectively, occurred subsequent to the adoption of ASU 2014-8 and therefore the Company did not classify any closed theatres as discontinued operations during the years ended December 31, 2015 and 2014. The Company classified six closed theatres in 2013 as discontinued operations.

All activity from prior years included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from 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 years ended December 31, 2015, 2014, and 2013:

	For the year ended December 31,
	2015		2014			2013
Revenue from discontinued operations	$	—	$	1		$	3,151
Operating (loss) income before taxes	$	—	$	(86	)	$	(460	)
Income tax benefit from discontinued operations	—		34			184
Gain on disposal, before taxes	—		—			803
Income tax expense on disposal	—		—			(321		)
(Loss) income from discontinued operations	$	—	$	(52	)	$	206

NOTE 16—BENEFIT PLANS

Prior to January 1, 2013, the Company maintained a funded non-qualified deferred compensation program for its senior executives pursuant to which it paid additional compensation equal to 10% of the senior executive’s annual cash compensation. The Company directed this additional cash compensation first into the senior executive’s individual retirement account, up to the legal limit, with the remainder directed into a trust. Distributions from the applicable trust are made upon or shortly after the executive reaches age 70, disability, death, or earlier election by the executive after age 60. Prior to January 1, 2012, the Company paid certain non-executive employees additional cash contributions to the employee’s individual retirement account in amounts that were determined at management’s discretion. No contributions were made into this program for the years ended December 31, 2015, 2014, and 2013.

On October 1, 2013, the Company established company-owned life insurance policies (“COLI”) for its senior executives pursuant to which it pays additional cash compensation equal to 10% of the senior executive’s annual cash compensation. The Company’s variable life COLI policies are intended to be a long-term funding source for deferred compensation and supplemental retirement plan obligations. The Company’s COLI investments are recorded at their cash surrender value and as of December 31, 2015 and 2014 were $682 and $395, respectively. Cash surrender values are provided by the insurer on a periodic basis. The values approximate the fair values of these policies. The values assigned to the individual policies, which are not actively traded on any exchange, are not observable and are considered Level 3 of the valuation hierarchy. The Company recognized deferred compensation expense of $309, $329 and $43 for the years ended December 31, 2015, 2014, and 2013, respectively, related to COLI. COLI income related to the Company’s investments is included in general and administrative expenses in the consolidated statements of operations and was not significant for the years ended December 31, 2015, 2014, and 2013.

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In 2012, the Company began sponsoring a defined contribution retirement plan for its eligible employees (the “401(k) Plan”). Employees are eligible to participate in the 401(k) Plan at the beginning of the fiscal quarter following the completion of one year of service. The Company’s matching contribution varies based on how much compensation the employee elects to contribute up to a maximum of 5% of eligible compensation. The Company’s matching contribution is invested identically to employee contributions and vests immediately in the participant accounts. Aggregate contributions to all such plans in cash amounted to $1,966, $1,734 and $583 for the years ended December 31, 2015, 2014, and 2013, respectively.

NOTE 17—COMMITMENTS AND CONTINGENCIES

Lease Obligations

At December 31, 2015, payments required on operating leases, capital leases and financing obligations are as follows:

	Operating Leases		Capital Leases			Financing Obligations
2016	$	89,228	$	6,424		$	33,756
2017	80,089		6,761			35,803
2018	77,360		6,131			37,255
2019	73,866		5,013			36,564
2020	74,991		4,164			42,389
Thereafter	456,396		13,381			213,007
Total minimum lease payments	$	851,930	41,874			398,774
Less amounts representing interest ranging from 3.6% to 19.6%			(17,294		)	(192,061		)
Present value of future minimum lease payments			24,580			206,713
Less current maturities			(2,983		)	(6,995		)
Long-term obligations			$	21,597		$	199,718

Rent expense on operating leases was $87,570, $76,644 and $60,479 for 2015, 2014 and 2013, respectively. Included in such amounts are approximately $2,008, $1,556 and $2,201 in contingent rental expense for 2015, 2014 and 2013, respectively. Interest expense includes $1,971, $1,664 and $1,610 for 2015, 2014 and 2013, respectively, related to contingent rent on capital leases and financing obligations.

Self Insurance—General Liability and Workers Compensation Insurance

The Company maintains a deductible of $150 per claim on its general liability insurance policy and a deductible of $300 per claim on its workers compensation insurance policy. The Company uses historical data and actuarial estimates to estimate the cost of claims incurred that are not covered by the insurance policies as of the balance sheet date. The Company has accrued $2,437 and $2,416 at December 31, 2015 and 2014, respectively, for such claims. The expenses associated with these claims are recorded in other theatre operating costs in the consolidated statements of operations.

NOTE 18—LITIGATION

From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, 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’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition.

NOTE 19—NET (LOSS) INCOME PER SHARE

Basic net (loss) income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. As a result of the Company’s net losses for the years ended December 31, 2015 and 2014, all common stock equivalents aggregating 419 and 620, respectively, were excluded from the calculation of diluted loss per share for that year given their anti-dilutive effect. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus common stock equivalents for each period.

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	Year ended December 31,
	2015			2014			2013
Weighted average shares outstanding	24,671			23,552			19,794
Less: restricted stock issued	(76		)	(160		)	(254		)
Basic divisor	24,595			23,392			19,540
Dilutive shares:
Restricted stock awards	—			—			239
Stock options	—			—			272
Diluted divisor	24,595			23,392			20,051
Net (loss) income	$	(448	)	$	(8,942	)	$	5,753
Net (loss) income per share:
Basic	$	(0.02	)	$	(0.38	)	$	0.29
Diluted	$	(0.02	)	$	(0.38	)	$	0.29

NOTE 20—QUARTERLY RESULTS (UNAUDITED)

The following tables set forth certain unaudited results of operations for each quarter during 2015 and 2014. The unaudited information has been prepared on the same basis as the annual consolidated financial statements and includes all adjustments which management considers necessary for a fair presentation of the financial data shown. The operating results for any quarter are not necessarily indicative of the results to be attained for any future period. Basic and diluted (loss) income per share is computed independently for each of the periods presented. Accordingly, the sum of the quarterly (loss) income per share may not agree to the total for the year.

	1st Quarter (1)		2nd Quarter (1) (2)			3rd Quarter (1)			4th Quarter (1)(3)		Total
Year ended December 31, 2015
Total revenues from continuing operations	$	184,334	$	219,099		$	180,241		$	220,694	$	804,368
Operating income from continuing operations	11,980		26,887			2,800			23,721		65,388
Net (loss) income	$	391	$	(1,445	)	$	(6,257	)	$	6,863	$	(448	)
Net (loss) income per common share:
Basic	$	0.02	$	(0.06	)	$	(0.26	)	$	0.28	$	(0.02	)
Diluted	$	0.02	$	(0.06	)	$	(0.26	)	$	0.27	$	(0.02	)

	1st Quarter			2nd Quarter		3rd Quarter (1)			4th Quarter (1)			Total
Year ended December 31, 2014
Total revenues from continuing operations	$	158,924		$	182,987	$	162,631		$	185,387		$	689,929
Operating income from continuing operations	8,079			18,740		2,422			11,803			41,044
Net income (loss)	$	(3,164	)	$	3,222	$	(6,757	)	$	(2,243	)	$	(8,942	)
Net income (loss) per common share:
Basic	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)
Diluted	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)

(1) In connection with the asset impairment valuations, the Company recognized additional impairment charges attributable to underperforming assets in each quarter of 2015 of $1,389, $481, $1,388 and $4,271, respectively, and the third and fourth quarter of 2014 of $1,198 and $1,655, respectively.

(2) In connection with the refinancing of the Company's $210,000 Senior Secured Notes, the Company recorded a loss on extinguishment of debt of $17,550 in the second quarter of 2015.

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(3) In connection with the recognition of revenue related to gifts cards not expected to be redeemed, the Company recorded revenues of $3,055 in the fourth quarter of 2015 (as discussed further in Note 2 to the Consolidated Financial Statements).

NOTE 21—LEASE TERMINATION CHARGES

For the year ended December 31, 2013, the Company has 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 five years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,238 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of December 31, 2015, the liability was $1,246. 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 year ended December 31, 2013 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

NOTE 22—SUBSEQUENT EVENTS

In January 2016, the Company acquired two theatres and 22 screens from a subsidiary of AMC for approximately $5,390. The acquisition supports the Company's growth strategy. Acquisition costs related to this transaction were not significant to the Company's consolidated financial statements. Due to the proximity of the acquisition to the issuance of these consolidated financial statements, the Company has not completed the purchase price accounting for this transaction.

In February 2016, the Company amended a master lease agreement consisting of five theatres and 84 screens. The amendment extends the term of the master lease agreement for 15 years, exclusive of any option periods. The estimated fair value of the five theatres is $74,100. These fair value estimates are considered Level 3 estimates within the fair value hierarchy and were derived primarily from discounting estimated future cash flows and market values of comparable properties. The Company has not completed its evaluation of the impact of this amendment to its consolidated financial statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 principal 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 Annual Report on Form 10-K. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and chief financial officer. Based on this evaluation, these officers have concluded that, as of December 31, 2015 our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a–15(f). Internal control over financial reporting is a process designed under the supervision of our principal executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

81

accepted accounting principles. Under the supervision and with the participation of our management, including our principal executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2015.

Our internal control over financial reporting as of December 31, 2015 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Their report is included herein.

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 December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitation on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, with the Company have been detected.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Carmike Cinemas, Inc.

Columbus, Georgia

We have audited the internal control over financial reporting of Carmike Cinemas, Inc. and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 29, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 29, 2016

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ITEM 9B.     OTHER INFORMATION

None

PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our executive officers is set forth in Item X of Part I “Executive Officers of the Registrant” of this annual report on Form 10-K.

Information regarding our directors is incorporated by reference from the section entitled “Proposal One—Election of Directors” in our Proxy Statement relating to our 2016 Annual Meeting of Stockholders (“2016 Proxy Statement”).

Information regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the 2016 Proxy Statement.

We have adopted a Code of Ethics for Senior Executive and Financial Officers (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is available on our website at www.carmike.com under the “Corporate Governance” caption. Any amendments to, or waivers of, the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.

There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since we reported such procedures in our Proxy Statement relating to our 2015 Annual Meeting of Stockholders.

Information regarding our Audit Committee, its members and the audit committee financial experts is incorporated by reference from the subsection entitled “Committees of the Board of Directors—Audit Committee” in the section entitled “Corporate Governance” in our 2016 Proxy Statement.

ITEM 11.     EXECUTIVE COMPENSATION

Information regarding executive compensation is incorporated by reference from the sections entitled “Executive Compensation” and “Compensation and Nominating Committee Interlocks and Insider Participation” contained in the 2016 Proxy Statement.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated by reference from the sections entitled “Security Ownership of Certain Beneficial Holders and Management” and “Equity Compensation Plans” contained in the 2016 Proxy Statement.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related party transactions is incorporated by reference from the section entitled “Certain Relationships and Related Party Transactions” contained in the 2016 Proxy Statement. Information regarding director independence is incorporated by reference from the section entitled “Proposal One—Election of Directors” contained in the 2016 Proxy Statement.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is incorporated by reference from the section entitled “Fees Paid to Independent Auditors” contained in the 2016 Proxy Statement.

PART IV

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ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) The following consolidated financial statements of Carmike Cinemas, Inc. are included in Item 8. Financial Statements and Supplementary Data.

Financial Statements:

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2015 and 2014

Consolidated Statements of Operations for Years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for Years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Stockholders’ Equity for Years ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

(a)(2) The following consolidated financial statement schedule is included:

Schedule II - Valuation and Qualifying Accounts - Year ended December 31, 2015, 2014 and 2013.

All other financial statement schedules are omitted because they are not applicable or not required under the related instructions, or because the required information is shown either in the consolidated financial statements or in the notes thereto.

CARMIKE CINEMAS, INC AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
(in thousands)
	Balance at		Charged to
	Beginning of		Costs and					Balance at end
Description	Period		Expenses			Deductions		of Period
Year ended December 31, 2013
Allowances deducted from assets
Deferred tax assets	$	—	$	—		$	—	$	—
Total allowances deducted from assets	$	—	$	—		$	—	$	—
Year ended December 31, 2014
Allowances deducted from assets
Deferred tax assets	$	—	$	—		$	—	$	—
Total allowances deducted from assets	$	—	$	—		$	—	$	—
Year ended December 31, 2015
Allowances deducted from assets
Deferred tax assets	$	—	$	860	(1)	$	—	$	860
Total allowances deducted from assets	$	—	$	860		$	—	$	860

(1) During the quarter ended December 31, 2015, the Company determined that it is more likely than not that certain state net operating loss carryforwards would not be realizable in the future and accordingly, the Company has established a valuation allowance against its deferred tax assets associated with state NOLs.

Index to Financial Statements

(a)(3) Separate Financial Statements of Subsidiaries Not Consolidated

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The following financial statements of SV Holdco, LLC and Subsidiaries are as follows:

Independent Auditors’ Report

Consolidated Balance Sheets as of December 31, 2015 and 2014

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Members’ Equity for the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

86

Independent Auditors’ Report

The Board of Directors

SV Holdco, LLC:

We have audited the accompanying consolidated financial statements of SV Holdco, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, members’ equity, and cash flows for each of the years in the three year period ended December 31, 2015, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SV Holdco, LLC and its subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2015 in accordance with U.S. generally accepted accounting principles.

New York, New York

February 25, 2016

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SV HOLDCO, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2015 and 2014

(Amounts in thousands)

	2015		2014
Assets
Current assets:
Cash and cash equivalents	$	7,844	8,958
Accounts receivable, less allowance for doubtful accounts of $784 and $1,838 as of December 31, 2015 and 2014, respectively	55,536		42,374
Prepaid and refundable income taxes	906		367
Prepaid expense and other current assets	1,821		1,464
Deferred taxes (note 6)	1,204		3,931
Total current assets	67,311		57,094
Property and equipment, net (note 3, 7)	10,871		14,352
Goodwill (note 4)	21,428		21,428
Intangibles, net (note 4)	43,095		45,964
Other assets (note 10, 11)	43,192		45,216
Total assets	$	185,897	184,054
Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	3,228	3,407
Accrued liabilities (notes 7, 8, and 10)	24,639		28,956
Due to members (note 7)	1,703		2,404
Current portion of debt payable (note 10)	8,000		8,000
Deferred revenue	5,093		4,487
Total current liabilities	42,663		47,254
Deferred taxes (note 6)	26,509		25,802
Debt payable (note 10)	28,000		41,000
Other noncurrent liabilities (notes 3, 8)	3,030		3,434
Total liabilities	100,202		117,490
Commitments and contingencies (note 8)
Members’ equity	85,695		66,564
Total liabilities and members’ equity	$	185,897	184,054

See accompanying notes to consolidated financial statements.

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SV HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands)

	2015			2014		2013
Revenue	$	162,934		155,760		160,477
Operating expenses:
Cost of revenue	98,811			96,789		94,538
Selling and marketing costs	30,667			30,688		31,023
Administrative costs	16,406			17,500		16,676
Depreciation and amortization	9,896			17,239		19,337
Merger related costs (note 12)	4,990			7,754		—
Operating income (loss)	2,164			(14,210	)	(1,097	)
Interest expense, net	(2,490		)	(2,579	)	(3,371	)
Other income (expense), net (note 12)	27,261			(586	)	129
(Income) loss before benefit for income taxes	26,935			(17,375	)	(4,339	)
(Expense) benefit for income taxes	(7,838		)	3,445		1,252
Net income (loss)	$	19,097		(13,930	)	(3,087	)

See accompanying notes to consolidated financial statements.

89

SV HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Members’ Equity

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands except units)

	Class A common units	Amount		Class B common units		Amount		Class C common units		Amount		Retained earnings (accumulated deficit)		Total members’ equity
Balance – December 31, 2012	3,147,294	$	81,330	188,000		$	312	764,553		$	5,250	(3,629	)	83,263
Common Unit-based Compensation, net	—	—		—		162		—		—		—		162
Units forfeited by Carmike, net	—	—		—		—		(5,984	)	—		—		—
Net loss	—	—		—		—		—		—		(3,087	)	(3,087	)
Balance – December 31, 2013	3,147,294	81,330		188,000		474		758,569		5,250		(6,716	)	80,338
Common Unit-based Compensation, net	—	—		(3,000	)	156		—		—		—		156
Units forfeited by Carmike, net	—	—		—		—		(5,963	)	—		—		—
Net loss	—	—		—		—		—		—		(13,930	)	(13,930	)
Balance – December 31, 2014	3,147,294	81,330		185,000		630		752,606		5,250		(20,646	)	66,564
Common Unit-based Compensation, net	—	—		102,394		34		—		—		—		34
Units forfeited by Carmike, net	—	—		—		—		(9,781	)	—		—		—
Net income	—	—		—		—		—		—		19,097		19,097
Balance – December 31, 2015	3,147,294	$	81,330	287,394		$	664	742,825		$	5,250	(1,549	)	85,695

See accompanying notes to consolidated financial statements.

* Carmike defined as Carmike Cinemas, Inc.

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SV HOLDCO, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands)

	2015			2014		2013
Cash flows from operating activities:
Net income (loss)	$	19,097		(13,930	)	(3,087	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	9,896			17,239		19,337
Provision for bad debt, net of write-offs	1,351			1,266		383
Deferred income tax	3,434			(2,914	)	3,726
Asset retirement obligation accretion cost	63			66		61
Noncash share-based compensation costs	34			156		162
Changes in operating assets and liabilities:
Accounts receivable	(14,514		)	7,936		(6,703	)
Prepaid income tax, expense and other current assets	(896		)	1,736		(2,786	)
Accounts payable and accrued expenses	(2,498		)	3,446		(1,196	)
Due to members	(702		)	(1,388	)	(1,461	)
Deferred revenue	607			(74	)	1,750
Other noncurrent assets and liabilities	1,559			2,406		3,846
Net cash provided by operating activities	17,431			15,945		14,032
Cash flows from investing activities:
Capital expenditures	(3,545		)	(3,450	)	(5,960	)
Net cash used in investing activities	(3,545		)	(3,450	)	(5,960	)
Cash flows from financing activities:
Loan repayment to bank	(13,000		)	(8,000	)	(8,000	)
Repayment of revolving credit facility	(2,000		)	(6,000	)	(18,000	)
Borrowings under revolving credit facility	—			8,000		18,000
Net cash used in financing activities	(15,000		)	(6,000	)	(8,000	)
(Decrease) increase in cash and cash equivalents	(1,114		)	6,495		72
Cash and cash equivalents at beginning of period	8,958			2,463		2,391
Cash and cash equivalents at end of period	$	7,844		8,958		2,463
Cash paid for income taxes	$	4,896		382		329
Cash paid for Interest	1,752			2,491		2,474

See accompanying notes to consolidated financial statements.

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(1) Organization and Basis of Presentation

Screenvision, LLC (the Company or Screenvision) provides advertising services to theatre circuits in the United States through agreements expiring at various dates through January 2042. The Company operates in one business segment.

Prior to October 14, 2010, Screenvision was a joint venture owned by ITV plc (ITV) and two Technicolor SA subsidiaries (Technicolor).

On October 14, 2010, through a series of transactions, Screenvision became a wholly owned subsidiary of SV Holdco, LLC (SVH) a Delaware limited liability company. SVH was formed in September 2010 by Shamrock Capital Growth Fund II, L.P. (Shamrock) and has no activities other than its ownership of Screenvision.

(2) Summary of Significant Accounting Policies

(a) Principles of Consolidation

At December 31, 2011, the Company restructured its legal entities as follows:

• Screenvision Direct Holdings, Inc., Screenvision Holdings, Inc., Screenvision Exhibition, LLC, and UniqueScreen Media, Inc. merged into Screenvision Exhibition, Inc.

• Screenvision Billboard Holdings, Inc., Screenvision Cinema Network, LLC, and Screenvision Billboard Network, LLC, merged into Screenvision Direct, Inc.

As a result, accompanying consolidated financial statements as of December 31, 2015 and 2014 and for each of the years in the three year period ended December 31, 2015 include the accounts of SV Holdco, LLC and its subsidiaries: Screenvision, LLC, Screenvision Exhibition, Inc. and Screenvision Direct, Inc. All intercompany transactions are eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires Screenvision to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the useful lives of fixed assets, accounts receivable valuation, accrued liabilities, including accrued theatre circuit share expense, income taxes, and valuation of goodwill and intangibles.

(c) Revenue Recognition

Advertising revenue, net of agency commission, is recognized based on delivered theater attendees or the number of days in the period in which an advertising contract is fulfilled, adjusted for delivered theatre attendees. Deferred revenue refers to the unearned portion of advertising contracts. The Company’s advertising contracts typically contain make‑good provisions should delivered attendance be less than the contracted attendance. Revenue is reduced for make‑good provisions when there is an under delivery of attendance.

(d) Operating Costs

Cost of revenue includes advertising‑related costs such as personnel and other costs related to advertising fulfillment, production costs of nondigital advertising, digital network costs including satellite bandwidth, repairs, and other costs of maintaining and operating the digital network and preparing advertising and other content for transmission across the digital network, and theatre circuit share costs payable to theatre circuits under multiyear agreements.

Under such theatre agreements, theatre circuits grant to the Company the right to sell advertising for display in the facilities of the theatre circuits. In certain of its agreements, in return for these rights, the Company is required to make periodic payments to the theatre circuit equal to the greater of a cumulative minimum guaranteed amount (based on theatre attendance, the number of screens or a set payment schedule), or a set contractual percentage of cumulative revenue earned from advertising sales. In other agreements, there is either a set contractual percentage or a fee per advertisement placed but no minimum guaranteed amount.

For each theatre agreement, the Company incurs as expense in a reporting period, the greater of (i) the cumulative minimum guaranteed amount or (ii) the amount derived by applying the contractual percentage to cumulative revenue earned from advertising sales less (iii) amounts incurred as expense in all previous reporting periods. In contracts with a minimum guaranteed amount

92

based on a set payment schedule, the expense is determined by the straight‑line method. Any additional expense based on net admissions is recognized in the period incurred.

(e) Cash and Cash Equivalents

All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. At December 31, 2015 and 2014, there are cash balances in a bank in excess of the federally insured limits or in the form of a money market demand account with a major financial institution of $8,198 and $9,240, respectively. The Company has not experienced losses in these accounts.

(f) Accounts Receivable

An allowance for doubtful accounts is reserved based on a combination of historical experience, aging analysis, and information on specific accounts. The Company provides advertising services to a large number of geographically dispersed companies across a wide range of industries. The Company extends credit to these companies and has not historically experienced significant losses relating to receivables from individual customers or groups of customers, except for one company that declared bankruptcy in 2014. The collectability risk for national advertisers is reduced by dealing with large, nationwide entities who generally have strong reputations in the advertising industry and stable financial conditions.

For the years ended December 31, 2015 and 2014, the Company’s two largest customers together accounted for approximately 12% and 16% of revenue, respectively. In addition, two customers had an accounts receivable balance, which represented 10.6% and 10.5%, respectively, of the Company’s accounts receivable as of December 31, 2015 and two customers had an accounts receivable balance, which represented 12.0% and 9.0%, respectively, of the Company’s accounts receivable as of December 31, 2014.

(g) Operating Leases

Rent expense for operating leases, which may have escalating rentals over the term of the lease, is recorded on a straight‑line basis over the initial lease term. The initial lease term includes the “build‑out” period of leases, where no rent payments are typically due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent. Construction allowances received from landlords are recorded as a deferred rent credit and amortized as an offset to rent expense over the initial term of the lease.

(h) Property and Equipment

Property and equipment, which include amounts recorded under capital leases, are stated at acquired fair value or cost net of accumulated depreciation or amortization. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The Company records depreciation and amortization using the straight‑line method over the following estimated useful lives:

Theatre equipment	3-6 years
Furniture and equipment	5 years
Computer hardware and software	3-5 years
Leasehold improvements	Lesser of lease term
	or asset life

(i) Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using available market information. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2015 and 2014, the carrying value of current assets and current liabilities approximated fair value due to the short‑term nature of these items. The Company’s long‑term debt has a floating interest rate that approximates current market values.

(j) Goodwill, Intangible Assets, and Long‑Lived Assets

The Company accounts for goodwill and other intangible assets in accordance with Accounting Standards Codification (ASC) Topic 350‑10, Intangibles - Goodwill and Other. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination, and is not subject to amortization. Intangible assets resulting from acquisitions are based on their fair values as of the acquisition date.

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The Company performed its annual goodwill impairment test as of December 31, 2015 and 2014. The Company did not identify any material risk of failing step one of the goodwill impairment test. The fair value of the Company is substantially in excess of its carrying value.

The Company performed its annual indefinite‑lived intangible impairment test as of December 31, 2015 and 2014. The fair value of the Screenvision Trade Name approximates its carrying value; therefore, no impairment adjustment is required.

The Company reviews its long‑lived assets (property, equipment, and intangible assets subject to amortization) for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.

The Company’s intangible assets are primarily comprised of a trade name, advertising relationships, and theatre circuit agreements. Goodwill and the Screenvision trade name, which have indefinite useful lives, are not amortized. Amortizable intangible assets are amortized on a straight‑line basis over their respective estimated useful lives as follows:

Theatre circuit agreements	12–20 years
Advertising relationships	4 years

(k) Income Taxes

Screenvision, LLC has elected to be treated as a C corporation for U.S. federal income tax purposes. As such, Screenvision, LLC is subject to U.S. federal and all applicable state and local taxes. SV Holdco, LLC has elected to be treated as a Partnership for federal, state, and local income tax purposes.

The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. Under Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the basis of assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains valuation allowances where it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. Based upon historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at December 31, 2015.

(l) Comprehensive Income

Total comprehensive income includes, in addition to net income (loss), changes in equity that are excluded from the consolidated statements of operations and are recorded in a separate section of members’ equity on the consolidated balance sheets. The Company does not have any transactions that would require disclosure as comprehensive income.

(m) Recent Accounting Pronouncements

Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2013‑11, Income Taxes, requires the Company to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the Company intends to use the deferred tax asset for that purpose. The ASU is effective for the Company on January 1, 2015. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

FASB ASU No. 2014‑02, Accounting for Goodwill, provides private companies with an accounting alternative for the measurement of goodwill after it is initially recognized. Companies that elect the accounting alternative will amortize goodwill on a straight‑line basis over ten years, or less than ten years if they can demonstrate that a shorter useful life is more appropriate. Under the alternative, companies are required to make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level. Goodwill is tested for impairment only when a triggering event occurs that indicates that the fair value of the entity (or a reporting unit) may be below its carrying amount. When a triggering event is identified, the companies would perform an impairment test in accordance with ASC Topic 350‑10 Intangibles - Goodwill and Other. The accounting alternative, if elected, is applied prospectively to goodwill existing as of the beginning of the period of adoption and

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new goodwill recognized in fiscal years beginning after December 15, 2014. If the Company elected to apply the accounting alternative, it would result in additional amortization expense of $2,142 each year over the next ten years.

FASB ASU No. 2014‑15, Presentation of Financial Statements - Going Concern, provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

FASB ASU No. 2015‑03, Debt Issuance Costs, requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt instead of as a separate deferred asset. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. This change must be applied retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

FASB ASU No., 2015‑17, Income Taxes, requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

(3) Property and Equipment

Property and equipment, which includes assets under capital leases, as of December 31, 2015 and 2014 was comprised as follows:

		2015	2014
Theatre equipment	$	44,978	43,846
Furniture and equipment		3,169	2,714
Computer hardware and software		13,170	11,211
Leasehold improvement		739	739
		62,056	58,510
Accumulated depreciation		(51,185)	(44,158)
	$	10,871	14,352

The total depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $7,027, $8,993, and $9,710, respectively.

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In certain of its theatre circuit agreements, the Company has an asset retirement obligation whereby it must de‑install and remove theatre equipment at the end of the term. Amounts accrued at contract inception, which represent the present value of the related obligation, result in a corresponding increase to property and equipment, which are depreciated over the useful life as a component of the related property and equipment.

Changes in the asset retirement obligation, which is included in other noncurrent liabilities, for the years ended December 31, 2015 and 2014 are as follows:

		Year ended December 31
		2015	2014
Accrued asset retirement obligation, beginning of period	$	2,564	2,470
Current period asset		—	69
Accretion expense		63	66
Settlement		(432)	(41)
Accrued asset retirement obligation, end of period	$	2,195	2,564

(4) Goodwill and Intangible Assets

Intangible assets as of December 31, 2015 and 2014 were comprised as follows:

			2015
			Gross carrying	Amortization	Accumulated
			amount	period	amortization
Trade name		$	5,800	Indefinite	—
Advertising relationships			27,500	4 years	27,500
Major theatre relationships			33,800	20 years	8,803
Other theatre relationships			17,500	12–20 years	5,202
	Total	$	84,600		41,505

			2014
			Gross carrying	Amortization	Accumulated
			amount	period	amortization
Trade name		$	5,800	Indefinite	—
Advertising relationships			27,500	4 years	27,500
Major theatre relationships			33,800	20 years	7,112
Other theatre relationships			17,500	12–20 years	4,024
	Total	$	84,600		38,636

The valuation of the acquired intangible assets was estimated by performing projections of discounted cash flows, whereby revenue and costs associated with each intangible asset are forecasted to derive expected cash flows, which is discounted to present value at discount rates commensurate with perceived risk. The valuation and projection process is inherently subjective and relies on significant unobservable inputs (Level 3 inputs). The valuation assumptions also take into consideration the Company’s estimates of contract renewal.

Amortization expense was $2,869, $8,246 and $9,627 for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization expense for each of the next five years is expected to be $2,602, $2,602, $2,602, $2,602 and $2,602, respectively.

Goodwill was $21,428 as of December 31, 2015 and 2014.

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The goodwill balance as of December 31, 2015 represents the goodwill recorded as a result of the 2010 series of transactions described in note 1 and a subsequent acquisition.

(5) Members’ Equity

The Company had 742,825, 752,606 and 758,569 Class C Common Units issued and outstanding as of December 31, 2015, 2014 and 2013, respectively (note 11). The Company is also authorized to issue up to 400,000 Class B Common Units to members of Screenvision management. The Company had 287,394, 185,000 and 188,000 Class B Common Units issued and outstanding as of December 31, 2015, 2014 and 2013, respectively.

The Class B holders share in any potential sale proceeds (distributions) in excess of a contractual threshold with the holders of Class A and Class C Common Units, based on their stated ownership percentages.

The fair value of the Class B Common Units is determined using the Black‑Scholes option pricing model. The model considered the different levels of distributions of potential sale proceeds along with the expected holding term of the ownership interest (4 years); the risk‑free rate over the holding term (0.9%); and the expected volatility of the equity of SVH (40%). The fair value of the issued Class B Common Units was $1,009, $650 and $660 at December 31, 2015, 2014 and 2013, respectively, and is being recognized in equity and as compensation expense over the four year vesting period. Class B Units vested at December 31, 2015, 2014 and 2013 were 182,500, 175,000 and 121,000, respectively.

In 2010, Shamrock and an affiliated entity contributed $65,000 to SVH in exchange for 2,324,706 Class A Common Units. Technicolor exchanged its previous ownership in the Company for 715,294 Class A Common Units. In 2011, Shamrock, Carmike and Screenvision management purchased an additional 107,294 Class A Common Units.

A summary of common unit activity during the years ended December 31, 2015, 2014 and 2013 follows:

		Class A	Class B	Class C
Balance – December 31, 2012	$	3,147,294	188,000	764,553
Granted		0	10,000	0
Forfeited		0	(10,000)	(5,984)
Balance – December 31, 2013		3,147,294	188,000	758,569
Granted		0	12,000	0
Forfeited		0	(15,000)	(5,963)
Balance – December 31, 2014		3,147,294	185,000	752,606
Granted		0	104,894	0
Forfeited		0	(2,500)	(9,781)
Balance – December 31, 2015	$	3,147,294	287,394	742,825

(6) Income Taxes

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The provision (benefit) for income taxes consists of the following:

			Year ended December 31
			2015	2014	2013
Federal income taxes:
	Current	$	4,022	(754)	(5,218)
	Deferred		2,738	(2,243)	3,573
State and local income taxes:
	Current		382	223	240
	Deferred		696	(671)	153
		$	7,838	(3,445)	(1,252)

Effective Tax Rate Reconciliation

A reconciliation of the effective income tax rate on continuing operations as reflected in the consolidated statements of operations to the U.S. federal statutory income tax rate is as follows:

			Year ended December 31
			2015	2014	2013
Federal statutory income tax rate			35.0%	(34.0)%	(34.0)%
State and local income taxes, net of
	federal income tax benefit		3.0	1.0	4.0
Permanent differences			(9.2)	17.0	0
Other, net			0.3	(3.0)	1.0
		Effective tax rate	29.1%	(19.0)%	(29.0)%

The net current and noncurrent components of deferred income taxes recognized in the balance sheet are as follows:

		December 31
		2015	2014
Net current asset	$	1,204	3,931
Net noncurrent liability		(26,509)	(25,802)
	$	(25,305)	(21,871)

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The tax effects of the temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2015 and 2014 are as follows:

				2015	2014
Assets:
	Allowance for doubtful accounts		$	299	703
	Operating loss carryforward			2,574	7,571
	Other			635	649
		Gross deferred tax assets		3,508	8,923
Liabilities:
	Property and equipment			(1,919)	(2,920)
	Intangible assets			(14,753)	(15,461)
	Goodwill			(7,718)	(7,113)
	Theater commissions			(4,423)	(5,300)
		Gross deferred tax liabilities		(28,813)	(30,794)
		Net deferred tax liabilities	$	(25,305)	(21,871)

The Company had an available gross net operating loss carryforward for federal tax purposes of $4,030 and $16,190 at the end of 2015 and 2014, respectively. The federal carryforwards will expire in 2031.

The Company had an available gross net operating loss carryforward for state tax purposes of $16,239 and $29,476 at the end of 2015 and 2014, respectively. The 2015 state carryforward will expire in 2016 (4%), 2020 (8%), 2025 (20%) and 2030 (68%).

The examinations by the Internal Revenue Service for the tax years ended December 31, 2009, 2010, 2011, and 2012 were completed in 2014 with no additional material adjustment.

The Company has approximately $194 of tax deductible goodwill as of December 31, 2015.

(7) Related-Party Transactions

The Company has agreements with subsidiaries and joint ventures of Technicolor to provide, but not limited to, digital equipment, integration and installation services, distribution, network management and support. The Company is under contract with Technicolor through March 3, 2016. For the years ended December 31, 2015, 2014, and 2013, the Company acquired from Technicolor $1,702, $2,352, and $4,068, respectively, for equipment and related integration and installation services. These amounts have been capitalized as theatre equipment. For the years ended December 31, 2015, 2014 and 2013, the Company incurred $7,775, $8,190 and $8,574, respectively, for all other services provided by Technicolor.

The Company had payables due to Technicolor of $1,703 and $2,404 as of December 31, 2015 and 2014, respectively, which are included in Due to members.

The Company entered into a Management Services Agreement dated October 14, 2010 with Shamrock Capital Advisors, Inc., an affiliate of Shamrock to provide management and consulting services to SVH for an annual fee of $400 plus expenses, which is included in administrative expenses. The amount payable was $0 and $15 as of December 31, 2015 and 2014, respectively, and is included in Accrued liabilities.

Carmike circuit share expense was $11,588, $11,606 and $11,206 for the years ended December 31, 2015, 2014 and 2013, respectively. Accrued theatre circuit liability to Carmike was $1,418 and $2,154 as of December 31, 2015 and 2014, respectively, and is included in Accrued liabilities.

(8) Commitments and Contingencies

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The Company leases office facilities for its headquarters in New York, New York, and also in various other cities for its administrative, sales and marketing personnel.

Future minimum lease payments under noncancelable operating leases are as follows:

2016		$	1,846
2017			1,694
2018			1,703
2019			1,706
2020			1,670
Thereafter			1,842
	Total	$	10,461

Total rent expense for the years ended December 31, 2015, 2014 and 2013 was $2,176, $2,119 and $2,333, respectively.

Future minimum payments due under theatre circuit agreements are as follows:

2016		$	4,260
2017			3,498
2018			3,496
2019			2,982
2020			2,096
	Total	$	16,332

Total theatre circuit share expense included in cost of revenue for the years ended December 31, 2015, 2014 and 2013 was $83,179, $78,698 and $74,890, respectively. Accrued theatre circuit liability as of December 31, 2015 and 2014 was $16,340 and $13,956, respectively, and is included in accrued liabilities.

The Company has employment agreements with certain key employees. The agreements include terms for severance in the event of termination for other than cause as well as confidentiality and noncompetition clauses. The maximum contingent liability under such agreements as of December 31, 2015 and 2014 is approximately $4,243 and $2,836, respectively.

The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material adverse effect on its financial position or results of operations.

(9) Retirement Plans

The Company has a defined-contribution savings plan, which qualifies under Section 401(k) of the Internal Revenue Code (the Code). The plan allows eligible employees to voluntarily contribute amounts not exceeding the maximum allowed under the Code. The Company matches up to 33% of employee contributions, limited to 5% of compensation. Contributions to the plan are at the discretion of the Company. Plan expense for the years ended December 31, 2015, 2014 and 2013 was $206, $222 and $174, respectively.

(10) Debt

To facilitate the series of transactions in 2010 (note 1), SVH entered into a Loan and Security Agreement dated October 14, 2010 (the Agreement) whereby Screenvision borrowed $80,000 in a term loan and had available up to $10,000 in revolving loans.

In 2011, the Company borrowed an additional $3,000, which was added to the term loan.

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On February 6, 2015, the Agreement was amended as follows:

• The Maturity Date was extended from October 14, 2015 to June 30, 2016 with the principal payments of $2,000 continuing to be made on the last day of each calendar quarter until the new Maturity Date when the balance of $39,000 would be paid.

• The Level I LIBOR rate margin is increased to 4.50 percentage points if the Leverage Ratio is greater than or equal to 3.25:1.00 and less than 3.75:1.00.

• The Leverage Ratios and Fixed Charge Coverage Ratios were also amended effective beginning the fourth quarter of 2015.

On December 21, 2015, the Agreement was further amended as follows:

• The Maturity Date was extended to December 21, 2018 with the principal payments of $2,000 continuing to be made on the last day of each calendar quarter until the new Maturity Date when the balance of $14,000 will be paid.

• The revolving credit facility was increased to $12,500.

• The LIBOR rate margin was set at 3.00 percentage points and the Base rate margin was set at 2.00 percentage points if the Leverage Ratio is greater than or equal to 2.00:1.00.

At December 31, 2015 and 2014, the outstanding balance of the term loan was $36,000 and $49,000, respectively.

The revolving credit facility has an interest rate consistent with the term loan. In addition, Screenvision is required to pay commitment fees quarterly on the unused portion of the revolving credit facility. The commitment fee rate is 0.50% per annum. There was $0 and $2,000 outstanding amounts due under the revolving credit facility as of December 31, 2015 and 2014, respectively, which is included in Accrued liabilities.

The Agreement requires that mandatory prepayments be made from (1) 100% of the net cash proceeds from certain asset sales in excess of $500, (2) 100% of the net cash proceeds from issuance of certain debt obligations, and (3) 50% of the net cash proceeds from the issuance of certain equity securities. The February 6, 2015 amendment included an additional requirement that a mandatory prepayment in an amount between $5,000 and $7,500 be made from the termination fee, if paid to the Company, as described in note 12. A payment of $5,000 was made in compliance with this requirement.

The term loan and revolving credit facility are guaranteed by each of SVH’s subsidiaries and secured by a perfected first priority security interest in substantially all of SVH’s present and future assets.

The Agreement contains covenants which, among other things, restrict SVH’s ability, and that of its subsidiaries, to (1) incur additional indebtedness; (2) create liens on their assets; (3) consolidate, merge or otherwise transfer all or any substantial part of their assets; (4) sell or otherwise dispose of their assets; and (5) engage in businesses other than those in which SVH is currently engaged or those reasonably related thereto.

The Agreement contains financial covenants that require SVH to maintain an agreed ratio of funded debt to adjusted EBITDA (consolidated leverage ratio) and a ratio of adjusted EBITDA to interest expense and debt payments (consolidated fixed charge ratio). The financial covenants contain normal and customary periodic changes in the required ratios over the life of the Agreement. As of December 31, 2015, SVH was in compliance with these financial covenants.

Debt issuance costs of $1,200 were incurred in connection with the original issuance of the Term Loan and were capitalized in the caption Other Assets in the consolidated balance sheet. This amount was amortized over the original term of the loan.

(11) Carmike Cinemas, Inc.

On October 14, 2010, SV amended its Theatre Agreement dated September 20, 2006 with Carmike Cinemas, Inc. (Carmike) whereby the term of the Agreement was extended for an additional 30 years through July 1, 2042. In connection with this amendment, SV paid Carmike $30,000 in January 2011 and Carmike received 760,000 Class C Common Units of SVH (representing a 20% profits interest in SVH). Carmike may also receive additional units and cash payments. The additional units and some of the originally issued units may be subject to forfeiture based upon changes in Carmike’s future theatre and screen count. As a result of this uncertainty, the value of the forfeitable units is not reflected in the Company’s financial statements. There were 172,825, 182,606 and 188,569 forfeitable units issued at December 31, 2015, 2014 and 2013 respectively.

The fair value of the Class C Common Units is determined using the Black‑Scholes option pricing model. The model considered the different levels of distributions of potential sale proceeds along with the expected holding term of the ownership

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interest (4 years); the risk‑free rate over the holding term (0.9%); and the expected volatility of the equity of SVH (40%). The fair value of the issued Class C Common Units was $5,250 at October 14, 2010.

Both the cash payment of $30,000 and the Class C Common Units nonforfeitable value of $5,250 are capitalized in other assets and are being amortized as theatre commissions in costs of revenue on a straight line beginning October 14, 2010 through June 2042.

(12) Merger with National CineMedia

On May 5, 2014, SVH announced the Merger Agreement whereby National CineMedia, Inc. (NCM) would acquire the Company for $375,000 subject to certain purchase price adjustments and regulatory approval.

On November 3, 2014, the Department of Justice filed an antitrust lawsuit seeking to enjoin the proposed merger between NCM and Screenvision.

On March 16, 2015, the Company and NCM terminated the Merger Agreement and Screenvision received a termination fee of $26,840.

Merger related costs of $4,990 and $7,754 were incurred during the years ended December 31, 2015 and 2014, respectively.

(13) Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through February 25, 2016, the date at which the financial statements were available to be issued, and determined there are no items to disclose.

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(a)(4) Listing of Exhibits

Exhibit Number	Description
2.1	Subscription Agreement between Carmike Cinemas, Inc. and SV Holdco, LLC, dated as of September 27, 2010 (filed as Exhibit 2.1 to Carmike’s Current Report on Form 8-K filed on October 20, 2010 and incorporated herein by reference).
2.2	Amended and Restated Liability Company Agreement of SV Holdco, LLC, dated as of October 14, 2010 (filed as Exhibit 2.2 to Carmike’s Current Report on Form 8-K filed on October 20, 2010 and incorporated herein by reference).
2.3	Amendment No. 1 to Subscription Agreement, effective as of September 27, 2010, by and between Carmike Cinemas, Inc. and SV Holdco, LLC (filed as Exhibit 2.1 to Carmike’s Current Report on Form 8-K filed on April 4, 2011 and incorporated herein by reference).
2.4	Amendment No. 1 to Amended and Restated Liability Company Agreement of SV Holdco, LLC, effective as of October 14, 2010 (filed as Exhibit 2.2 to Carmike’s Current Report on Form 8-K filed on April 4, 2011 and incorporated herein by reference).
2.5	Membership Interest Purchase Agreement, dated as of September 28, 2012, by and among Carmike Cinemas, Inc., Rave Reviews Cinemas, L.L.C. and Rave Reviews Holdings, LLC (filed as Exhibit 2.1 to Carmike’s Current Report on Form 8-K filed on October 1, 2012 and incorporated herein by reference). (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Carmike agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.)
2.6	Agreement and Plan of Merger, dated as of May 15, 2014, by and among Carmike Cinemas, Inc., Digital Cinema Destinations Corp. and Badlands Acquisition Corporation (filed as Exhibit 2.1 to Digiplex’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference).
2.7	Membership Interest Purchase Agreement, dated as of May 15, 2014, by and among Carmike Cinemas, Inc., Digital Cinema Destinations Corp. and StartMedia, LLC (filed as Exhibit 2.2 to Carmike’s Current Report on Form 8-K filed on August 15, 2014 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Certificate of Amendment to amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc., (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed May 21, 2010 and incorporated herein by reference).
3.3	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 Form 8-K filed January 22, 2009 and incorporated herein by reference).
4.1	Indenture for the 6.00% Senior Secured Notes due 2023, dated June 17, 2015, among Carmike Cinemas, Inc. and JP Morgan (filed as Exhibit 4.2 to Carmike's Current Report on Form 8-K filed on June 17, 2015 and incorporated by reference).

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Exhibit Number	Description
4.2	Form of 6.00% Senior Secured Note due 2023 (included in Exhibit 4.1 and incorporated by reference).
10.1	Credit Agreement, dated June 17, 2015, by and among Carmike Cinemas, Inc., as Borrower, the several lenders from time to time parties to the Credit Agreement, JP Morgan Chase Bank, National Association, as Administrative Agent and Syndication Agent, and JP Morgan Securities LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.1 to Carmike's Current Report on Form 8-K filed on June 23, 2015 and incorporated by reference).
10.2	Second Lien Collateral Agreement, dated June 17, 2015, among Carmike Cinemas, Inc. and certain of its Subsidiaries, Wells Fargo Bank, National Association, as Collateral Trustee (filed as Exhibit 10.2 to Carmike's Current Report on Form 8-K filed on June 23, 2015 and incorporated by reference).
10.3	Collateral Trust Agreement, dated June 17, 2015, between Carmike Cinemas, Inc., the Guarantors from time to time party thereto, JP Morgan Chase Bank, National Association, as Administrative Agent under the Credit Agreement and Wells Fargo Bank, National Association, as Trustee under the Indenture and as Collateral Trustee (filed as Exhibit 10.3 to Carmike’s Current Report on Form 8-K filed on June 23, 2015 and incorporated by reference).
10.4	First Lien Guarantee and Collateral Agreement between Carmike Cinemas, Inc. and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association, as Collateral Trustee (filed as Exhibit 10.4 to Carmike’s Current Report on Form 8-K filed on June 23, 2015 and incorporated by reference).

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Exhibit Number	Description
10.5	Second Amended and Restated Master Lease, dated September 1, 2001, between MoviePlex Realty Leasing, L.L.C. and Carmike Cinemas, Inc. (filed as Exhibit 10.17 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.6	First Amendment to Second Amended and Restated Master Lease, dated as of July 12, 2004, between MoviePlex Realty Leasing L.L.C. and Carmike Cinemas, Inc. (filed an Exhibit 10.2 to Carmike’s Form S-3 (Registration No. 333-117403) filed July 16, 2004 and incorporated herein by reference).
10.7*	Form of Deferred Compensation Agreement and Schedule of Officers who have entered into such agreement (filed as Exhibit 10.11 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
10.8*	Form Amendment Number One to the Deferred Compensation Agreement (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K/A filed July 2, 2007 and incorporated herein by reference).
10.9*	Carmike Cinemas, Inc. 2002 Stock Plan (filed as Exhibit 4.2 to Carmike’s Form S-8 (Registration No. 333-85194) filed March 29, 2002 and incorporated herein by reference).
10.10*	Carmike Cinemas, Inc. 2004 Incentive Stock Plan, as amended and restated, approved by the stockholders on May 20, 2011 (filed as Appendix A to Carmike’s proxy statement filed on April 20, 2011, and incorporated herein by reference).
10.11*	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).
10.12*	Carmike Cinemas, Inc. Non-Employee Directors Long-Term Stock Incentive Plan (filed as Appendix C to Carmike’s 2002 Definitive Proxy Statement filed July 24, 2002 and incorporated herein by reference).
10.13*	Carmike Cinemas, Inc. Employee and Consultant Long-Term Stock Incentive Plan (filed as Appendix D to Carmike’s 2002 Definitive Proxy Statement filed July 24, 2002 and incorporated herein by reference).
10.14*	Form of Non-Employee Director Stock Option Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.2 to Carmike’s Current Report on Form 8-K filed on November 14, 2005 and incorporated herein by reference).
10.15*	Form of Employee Stock Option Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as exhibit 10.1 to Carmike’s Current Report on Form 8-K filed April 19, 2007 and incorporated herein by reference).
10.16*	Form of Restricted Stock Grant Agreement for Carmike’s Directors pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.3 to Carmike’s Current Report on Form 8-K filed May 25, 2005 and incorporated herein by reference).

105

Exhibit Number	Description
10.17*	Form of Restricted Stock Grant Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.32 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.18*	Form of Employee Stock Option Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.2 to Carmike’s Quarterly Report on Form 10-Q filed on August 3, 2009 and incorporated herein by reference).
10.19*	Form of Non-Employee Director Stock-Settled Restricted Stock Unit Grant Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.1 to Carmike’s Quarterly Report on Form 10-Q filed on May 10, 2011 and incorporated herein by reference).
10.20*	Restricted Stock Grant Agreement for S. David Passman III, dated June 4, 2009, pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.3 to Carmike’s Quarterly Report on Form 10-Q filed on August 3, 2009 and incorporated herein by reference).
10.21*	Stock Option Agreement for S. David Passman III, dated June 4, 2009, pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.4 to Carmike’s Quarterly Report on Form 10-Q filed on August 3, 2009 and incorporated herein by reference).
10.22*	Employment Agreement by and between Carmike Cinemas, Inc. and S. David Passman III, dated June 4, 2009 (filed as Exhibit 10.1 to Carmike’s current Report on Form 8-K filed on June 4, 2009 and incorporated herein by reference).
10.23*	Amendment Number One to Employment Agreement, dated March 29, 2010 by and between Carmike Cinemas, Inc. and S. David Passman III (filed as Exhibit 10.1 to Carmike’s Quarterly Report on Form 10-Q filed on May 5, 2010 and incorporated herein by reference).
10.24*	Form of Performance Based Restricted Stock Grant Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed on March 9, 2010 and incorporated herein by reference).
10.25*	Amendment No. 1 to Separation Agreement between Carmike Cinemas, Inc. and Fred. W. Van Noy (filed as Exhibit 10.29 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.26*	Amendment No. 2 to the Separation Agreement, dated as of March 8, 2011, between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.43 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
10.27*	Form Separation Agreement and schedule of officers who have entered into such agreement (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed May 23, 2007 and incorporated herein by reference).
10.28*	Form of Amendment No. 1 to Separation Agreement and schedule of officers who have entered into such amendment (filed as Exhibit 10.31 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.29*	Amended and Restated Separation Agreement, dated May 15, 2013 (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed May 16, 2013 and incorporated herein by reference).
10.30+	Master License Agreement, dated as of December 16, 2005, by and between Carmike Cinemas, Inc. and Christie/AIX, Inc (filed as Exhibit 10.30 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.31	Digital Cinema Service Agreement, dated as of December 16, 2005, by and between Carmike Cinemas, Inc. and Christie Digital Systems USA, Inc (filed as Exhibit 10.31 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).

106

Exhibit Number	Description
10.32	Form of Indemnification Agreement and Schedule of Directors who have entered into such agreement (filed as Exhibit 10.1 to Carmike’s Form S-3 (Registration No. 333-117403) filed July 16, 2004 and incorporated herein by reference).
10.33	Indemnification Agreement, effective as of December 10, 2004, by and between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed on January 24, 2005 and incorporated herein by reference).
10.34*	Carmike Cinemas, Inc. Annual Executive Bonus Program (filed as Appendix A to Carmike’s Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, filed on April 18, 2007 and incorporated herein by reference).
10.35*	Amendment No. 1 to Carmike Cinemas, Inc. Annual Executive Bonus Program, effective January 1, 2009 (filed as Exhibit 10.45 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.36*	Retirement Agreement and General Release, dated June 1, 2011, by and between Forrest Lee Champion and Carmike Cinemas, Inc. (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed on June 1, 2011 and incorporated herein by reference).
10.37*	Form of Indemnification Agreement and schedule of officers who have entered into such agreement (filed as Exhibit 10.47 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
10.38*	Separation Agreement, dated as of August 1, 2011, between Carmike Cinemas, Inc. and Daniel E. Ellis (filed as Exhibit 10.48 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
10.39*	Form of 2004 Incentive Stock Plan Performance Share Certificate (filed as Exhibit 10.49 to Carmike’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
10.40*	Form of Amendment Number One to Performance Shares Certificate Granted in 2012 and 2013, dated May 15, 2013 (filed as Exhibit 10.4 to Carmike’s Current Report on Form 8-K filed May 16, 2013 and incorporated herein by reference).
10.41*	Form of Amendment Number One to Option Certificate(s), dated May 15, 2013 (filed as Exhibit 10.5 to Carmike’s Current Report on Form 8-K filed May 16, 2013 and incorporated herein by reference).
10.42*	Carmike Cinemas, Inc. Section 162(m) Performance-Based Program (filed as Appendix A to Carmike’s Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on April 20, 2012 and incorporated herein by reference).
10.43*	Amendment No. 2 to Employment Agreement between Carmike Cinemas, Inc. and S. David Passman III (filed as Exhibit 10.6 to Carmike’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).
10.44*	Amended and Restated Employment Agreement, dated May 15, 2013, between Carmike Cinemas, Inc. and S. David Passman III (filed as Exhibit 10.2 to Carmike’s Current Report on Form 8-K filed May 16, 2013 and incorporated herein by reference).
10.45*	Amendment No. 2 to Separation Agreement between Carmike Cinemas, Inc. and Richard B. Hare (filed as Exhibit 10.7 to Carmike’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).
10.46*	Amendment No. 3 to Separation Agreement between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.8 to Carmike’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).

107

Exhibit Number	Description
10.47*	Amendment Number One to Separation Agreement, dated May 15, 2013, between Carmike Cinemas, Inc. and John Lundin (filed as Exhibit 10.3 to Carmike’s Current Report on Form 8-K filed May 16, 2013 and incorporated herein by reference).
10.48	Release and Waiver Agreement, dated April 11, 2012, between Carmike Cinemas, Inc. and Gary F. Krannacker (filed as Exhibit 10.1 to Carmike’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference).
10.49*	Executive Nonqualified Excess Plan Adoption Agreement, dated June 28, 2013 (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed July 2, 2013 and incorporated herein by reference).
10.50*	Executive Nonqualified Excess Plan, dated June 28, 2013 (filed as Exhibit 10.2 to Carmike’s Current Report on Form 8-K filed July 2, 2013 and incorporated herein by reference).
10.51*	Form of Agreement Relating to Deferred Compensation, dated June 28, 2013 (filed as Exhibit 10.3 to Carmike’s Current Report on Form 8-K filed July 2, 2013 and incorporated herein by reference).
10.52*	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).
10.53*	Employment Agreement by and between Carmike Cinemas, Inc. and Rob Collins, dated December 14, 2015.
11	Computation of per share earnings (provided in Note 19 to the Notes to Audited Consolidated Financial Statements included in this report under the caption “Net Income (Loss) Per Share”).
21	List of Subsidiaries.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of KPMG LLP as to SV Holdco, LLC’s financial statements.
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 Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

+ Confidential treatment has been granted for certain portions of this document under Rule 24b-2 of the Securities Exchange Act of 1934, which portions have been omitted and filed separately with the SEC.

(b) Exhibits

The response to this portion of Item 15 is submitted as a separate section of this report.

(c) Financial Statement Schedules

108

See Item 15(a) (1) and (2).

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:	February 29, 2016	By:	/s/    S. DAVID PASSMAN III
			S. David Passman III
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and as of the date indicated above.

Signature	Title
/S/    S. DAVID PASSMAN III         S. David Passman III	President, Chief Executive Officer and Director (Principal Executive Officer)
/S/    RICHARD B. HARE         Richard B. Hare	Senior Vice President—Finance, Treasurer and Chief Financial Officer (Principal Financial Officer)
/S/    GREGORY S. WIGGINS   Gregory S. Wiggins	Assistant Vice President—Chief Accounting Officer (Principal Accounting Officer)
/S/    MARK R. BELL         Mark R. Bell	Director
/S/    JEFFREY W. BERKMAN         Jeffrey W. Berkman	Director
/S/    SEAN T. ERWIN         Sean T. Erwin	Director
/S/    JAMES A. FLEMING         James A. Fleming	Director
/S/    ROLAND C. SMITH         Roland C. Smith	Chairman of the Board of Directors
/S/    PATRICIA A. WILSON         Patricia A. Wilson	Director

109

EX-10.53

Exhibit 10.53

SEPARATION Agreement

This SEPARATION Agreement (this “Agreement”) dated as of December 14, 2015 (the “Commencement Date”) is by and between CARMIKE CINEMAS, INC. (“Carmike”) and ROB COLLINS (“Executive”).

R E C I T A L S

WHEREAS, Executive has accepted the position of Senior Vice President and Chief Marketing Officer; and

WHEREAS, as an inducement to accept the position of Senior Vice President and Chief Marketing Officer, Carmike is willing to enter into the Agreement with Executive which sets forth the terms and conditions which will be applicable if (i) Carmike terminates Executive’s employment without Cause before the beginning or after the end of his or her Protection Period or (ii) Carmike terminates Executive’s employment without Cause or Executive resigns for Good Reason during his or her Protection Period.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carmike and Executive hereby agree as follows:

§ 1. Term

The term of this Agreement shall begin on the Commencement Date and shall end on December 14, 2016 (the “Initial Term”), unless extended or earlier terminated in accordance with the terms of this Agreement (the Initial Term and any extension or earlier termination thereof is referred to as the “Term”). If not earlier terminated, the Term automatically shall be extended for one additional year on each anniversary of the Commencement Date thereafter unless Carmike, at least ninety (90) days before any such anniversary date, gives written notice to Executive that there will be no such extension.

§ 2. Definitions

2.1    Cause. The term “Cause” for purposes of this Agreement:

(a)    shall before the beginning or after the end of Executive’s Protection Period mean:

(1)    Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct;

(2)    There is any act or omission by Executive involving malfeasance or negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an executive of Carmike, where such act or omission is reasonably likely to materially and adversely affect Carmike’s business;

(3)    (A) Executive breaches any of the provisions of § 4 or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and if the consequence to such violation for any employee subject to such code of conduct ordinarily would be a termination of his or her employment by Carmike; and

(4)    any determination that “Cause” exists under this § 2.1(a) shall be made in good faith by the affirmative vote of at least a majority of the members of the Board then in office at a meeting called and held for purposes of making such determination.

(b)    shall during Executive’s Protection Period mean:

(1)    Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct which has a material and adverse effect on Carmike;

(2)    There is any act or omission by Executive involving malfeasance or gross negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an executive of Carmike, where such act or omission actually has a material and adverse effect on Carmike’s business;

(3)    (A) Executive breaches any of the provisions of § 4 and such breach has a material and adverse effect on Carmike or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct clearly would have been a termination of his or her employment by Carmike; provided, however,

(4)    No such act or omission or event shall be treated as “Cause” under this Agreement unless (A) Executive has been provided a detailed, written statement of the basis for Carmike’s belief such act or omission or event constitutes “Cause” and an opportunity to meet with the Board (together with Executive’s counsel if Executive chooses to have Executive’s counsel present at such meeting) after Executive has had a reasonable period in which to review such statement and, if the allegation is under § 2.1(b)(2) or § 2.1(b)(3), has had at least a thirty (30) day period to take corrective action and (B) the Board after such meeting (if Executive meets with the Board) and after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two thirds of the members of the Board then in office at a meeting called and held for such purpose that “Cause” does exist under this Agreement.

2.2    Change in Control. The term “Change in Control” for purposes of this Agreement shall mean:

(a)    a “change in control” of Carmike of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of the Exchange Act as in effect on the date of this Agreement;

(b)    a “person” (as that term is used in Section 14(d)(2) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing 45% or more of the combined voting power for election of directors of the then outstanding securities of Carmike;

(c)    the individuals who at the beginning of any period of two consecutive years or less (starting on or after the date of this Agreement) constitute Carmike’s Board cease for any reason during such period to constitute at least a majority of Carmike’s Board, unless the election or nomination for election of each new member of the Board was approved in advance by vote of at least two-thirds of the members of such Board then still in office who were members of such Board at the beginning of such period;

(d)    the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of Carmike shall be changed, converted or exchanged into or for securities of another organization or any dissolution or liquidation of Carmike or any sale or the disposition of 50% or more of the assets or business of Carmike; or

(e)    the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange with another corporation unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of Carmike immediately before the consummation of such transaction beneficially own more than 60% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 2.2(e)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of Carmike common stock immediately before the consummation of such transaction, provided (iii) the percentage described in § 2.2(e)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in § 2.2(e)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of Carmike by the persons described in § 2.2(e)(i) immediately before the consummation of such transaction.

2.3    Code. The term “Code” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended.

2.4    Confidential or Proprietary Information. The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary data or other information relating to the business of Carmike (regardless of whether that data or information constitutes a trade secret) that is or has been disclosed to Executive or of which Executive became aware as a consequence of or through Executive's relationship with Carmike and which has value to Carmike, and is not generally known to Carmike's competitors, including but not limited to methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information. Confidential or Proprietary Information shall not include any data or information that has been voluntarily disclosed to the public by Carmike (except where such public disclosure has been made by Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

2.5    Disability. The term “Disability” for purposes of this Agreement means that Executive is unable as a result of a mental or physical condition or illness to perform the essential functions of Executive’s job at Carmike even with reasonable accommodation for any consecutive 180‑day period, all as reasonably determined by the Board.

2.6    Change Effective Date. The term “Change Effective Date” for purposes of this Agreement shall mean the earlier of (1) the date which includes the “closing” of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a “closing” or (2) the date a Change in Control is first reportable in accordance with applicable law as effective to the Securities and Exchange Commission if the Change in Control is made effective other than through a transaction which has a “closing”.

2.7    Exchange Act. The term “Exchange Act” for purposes of this Agreement shall mean the Securities Exchange Act of 1934, as amended.

2.8    Good Reason. The term “Good Reason” for purposes of this Agreement shall mean:

(a)    there is a reduction during Executive’s Protection Period in Executive’s base salary from Carmike or there is a reduction during Executive’s Protection Period in Executive’s combined opportunity to receive any incentive compensation and bonuses from Carmike without Executive’s express written consent;

(b)    there is a reduction during Executive’s Protection Period in the scope, importance or prestige of Executive’s duties, responsibilities or authority at Carmike (other than as a result of a mere change in Executive’s title if such change in title is consistent with the organizational structure of Carmike following a Change in Control) without Executive’s express written consent;

(c)    Carmike at any time during Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site at the beginning of his or her Protection Period to a new primary work site which is more than fifty (50) miles from Executive’s then current primary work site; or

(d)    Carmike fails (without Executive’s express written consent) during Executive’s Protection Period to continue to provide to Executive health and welfare benefits, deferred compensation benefits, executive perquisites and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the beginning of his or her Protection Period; where

(e)    Any determination required under this § 2.8 shall be made on a reasonable, good faith basis by Executive after giving the Chairman of the Board a thirty (30) day period to address and cure the basis for Executive’s belief that he or she has “Good Reason” under this § 2.8.

(f)    Notwithstanding anything contained herein, the non-renewal or expiration of the Term (or Carmike’s providing notice of its intent not to renew) as provided in § 1 shall not constitute Good Reason.

2.9    Protection Period. The term “Protection Period” for purposes of this Agreement shall mean the period which begins on the date there is a Change in Control and ends on the earlier of (a) the second anniversary of the Change Effective Date for such Change in Control or (b) the later of (1) the date Carmike makes a formal, public announcement to Carmike’s shareholders to the effect that the Change in Control will not become effective or (2) the date all action legally required to assure that there would be no Change Effective Date with respect to such Change in Control has been taken.

2.10    Restricted Period. The term “Restricted Period” for purposes of this Agreement shall mean the period of Executive’s employment and the two (2) year period following the date Executive’s employment by Carmike terminates.

2.11    Trade Secret. The term “Trade Secret” for purposes of this Agreement shall mean information protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For purposes of this Agreement, the term Trade Secret shall not include data or information that has been voluntarily disclosed to the public by Carmike (except where such public disclosure has been made by Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

§ 3. Termination and Severance

3.1    Separation Benefit.

(a)    If (i) Carmike at any time terminates Executive’s employment without Cause or (ii) Executive resigns during his Protection Period for Good Reason, then:

(b)    Carmike shall pay Executive a total amount equal to (i) one (1) times his base salary in effect on the day before his or her employment terminates, plus (ii) in the event Carmike terminates Executive’s employment without Cause during the Protection Period or Executive resigns for Good Reason during the Protection Period, one (1) times his target annual bonus for the calendar year prior to the calendar year in which his termination of employment occurs, except that if Executive’s employment terminates in 2016, the annual bonus used in the calculation shall be his 2016 target bonus. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twelve (12) consecutive calendar month period beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code).

(c)    For the period described in § 3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period.

3.2    Other Termination. Should Executive’s employment terminate during the Term for any reason not governed by Section 3.1 above, or following the expiration of the Term, Executive shall be entitled only to compensation earned and all benefits and reimbursements due through the effective date of his termination.

3.3    No Increase in Other Benefits. If Executive’s employment terminates under the circumstances described in § 3.1, Executive expressly waives Executive’s right, if any, to have any payment made under § 3.1 taken into account to increase the benefits otherwise payable to, or on behalf of, Executive under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by Carmike.

3.4    Termination in Anticipation of a Change in Control. Executive shall be treated under 3.1 as if Executive had resigned for Good Reason during Executive’s Protection Period if:

(1)    Executive resigns for what would have been Good Reason if his or her resignation had been tendered during his or her Protection Period,

(2)    such resignation is effective at any time in the sixty (60) day period which ends on the date of a Change in Control, and

(3)    there is a Change Effective Date for such Change in Control.

3.5    Asset Sales. If Carmike engages in a Change of Control under § 2.2(d) as a result of a sale or disposition of 50% or more of the assets or business of Carmike and the purchaser of such assets does not expressly agree to assume this Agreement and all of Carmike’s obligations under this Agreement as part of the asset purchase agreement, Executive shall have the right to resign as of the Change Effective Date of such Change in Control and such resignation shall be treated as a resignation for Good Reason during his Protection Period.

3.6    General Release. The separation benefit provided in § 3.1 shall not be paid unless Executive signs a General Release of claims in a form reasonably acceptable to Carmike and such general release shall have become irrevocable on or before the end of the sixty (60) day period beginning on Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)) and subject to § 6.12, payments described in § 3.1 shall commence on the sixtieth (60th) day following Executive’s separation from service. Notwithstanding the foregoing sentence, nothing in this §3.6 is intended to increase the amount of benefits provided under § 3.1.

§ 4. Restrictive Covenants

4.1    No Solicitation of Suppliers or Vendors. Executive will not, during the Restricted Period, for purposes of competing with Carmike in the business of operating movie theatres and related concessions, solicit or attempt to solicit, directly or by assisting others, any business or services from any other person or entity that directly or indirectly provides goods or servicesto Carmike, including the provision of movies, popcorn or other concession stand products, or the equipment to show movies and prepare popcorn and other concession stand products, and with whom Executive had material contact at any time during Executive’s employment.

4.2    Non-Solicitation of Employees.Executive will not during the Restricted Period solicit or attempt to solicit on Executive’s own behalf or on behalf of any other person, firm or corporation that engages, directly or indirectly, in exhibiting motion pictures, any person who was employed by Carmike in an executive, managerial, or supervisory capacity during the term of Executive’s employment by Carmike, with whom Executive had business dealings during the two (2) year period which ends on the date Executive’s employment by Carmike terminates (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by Carmike for a period of at least one (1) year.

4.3    Trade Secrets and Confidential or Proprietary Information. Executive hereby agrees that Executive will hold in a fiduciary capacity for the benefit of Carmike, and will not directly or indirectly use or disclose, any Trade Secrets or Confidential or Proprietary Information (each as defined herein) that Executive may have acquired during the term of Executive’s employment by Carmike. Executive’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute a Trade Secret or Confidential or Proprietary Information. Notwithstanding the foregoing, Executive is not prohibited from reporting possible violations of federal or state law or regulation to any governmental agency or entity, or making other disclosures that are protected under federal or state law or regulation. Executive does not need the prior authorization of Carmike to make any such reports or disclosures, and is not required to notify Carmike that Executive has made such reports or disclosures.

4.4    Reasonable and Necessary Restrictions. Executive acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of Carmike; and are a material inducement to Carmike to enter into this Agreement. Executive covenants that Executive will not challenge the enforceability of this Agreement nor will Executive raise any equitable defense to its enforcement. In the event that any of the covenants in §§ 4.1, 4.2, and 4.3 are found by a court of competent jurisdiction or arbitrator to be overly broad or otherwise unenforceable as written, the parties request the court to modify or reform any such covenant to allow it to be enforced to the maximum extent permitted by law and to enforce the covenant as so modified or reformed.

4.5    Specific Performance. The provisions of § 4 shall survive the termination of this Agreement for any reason. Executive acknowledges that the obligations undertaken by him pursuant to this Agreement are unique and that Carmike likely will have no adequate remedy at law if Executive shall fail to perform any of Executive’s obligations under this Agreement, and Executive therefore confirms that Carmike’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of Carmike. Accordingly, in addition to any other remedies that Carmike may have at law or in equity, Carmike will have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Executive, and notwithstanding § 6.2(b), below, Carmike will have the right to obtain preliminary and permanent injunctive relief in court to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive, and Executive submits to the jurisdiction of the courts of the State of Georgia for this purpose.

4.6    Tolling. In the event the enforceability of any of the restrictive covenants in this Agreement shall be challenged in a claim or counterclaim in court during the time periods set forth in this Agreement for such restrictive covenants, and Executive is not immediately enjoined from breaching any of the restrictive covenants herein, then if a court of competent jurisdiction later finds that the challenged protective covenant is enforceable, the time periods set forth in the challenged restrictive covenant(s) shall be deemed tolled upon the filing of the claim or counterclaim in court seeking or challenging the enforceability of this Agreement until the dispute is finally resolved and all periods of appeal have expired; provided, however, that, to the extent Executive complies with such restrictive covenant(s) during such challenge, the time periods set forth in the challenged restrictive covenant(s) shall not be deemed tolled.

4.7    Notification to Subsequent Employer. Executive agrees to notify any subsequent employer of the covenants and terms contained in this Section 4of this Agreement and any related definitions. In addition, Executive authorizes Carmike to provide a copy of this Section 4 of this Agreement and any related definitions to third parties, including but not limited to, the Executive’s subsequent, anticipated or possible future employers.

§ 5. Work Product and Inventions.

5.1    Works. Executive acknowledges that Executive’s work on and contributions to documents, programs, methodologies, protocols, and other expressions in any tangible medium which have been or will be prepared by Executive, or to which Executive has contributed or will contribute, in connection with Executive’s services to Carmike (collectively, “Works”), are and will be within the scope of Executive’s employment and part of Executive’s duties and responsibilities. Executive’s work on and contributions to the Works will be rendered and made by Executive for, at the instigation of, and under the overall direction of Carmike, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire”, Executive hereby assigns, grants, and delivers exclusively and throughout the world to Carmike all rights, titles, and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. Executive agrees to cooperate with Carmike and to execute and deliver to Carmike, its successors and assigns, any assignments and documents Carmike requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights, in and to the Works, and Executive constitutes and appoints Carmike as his agent to execute and deliver any assignments or documents Executive fails or refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable. Without limiting the preceding provisions of this § 5.1, Executive agrees that Carmike may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as Carmike, in its sole discretion, may determine.

5.2    Inventions and Ideas. Executive shall disclose promptly to Carmike (which shall receive it in confidence), and only to Carmike, any invention or idea of Executive in any way connected with Executive’s services or related to the business of Carmike, (developed alone or with others), conceived or made during the Term or within three (3) months thereafter and hereby assigns to Carmike any such invention or idea. Executive agrees to cooperate with Carmike and sign all papers deemed necessary by Carmike to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm Carmike’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints Carmike as its agent to execute and deliver any assignments or documents Executive fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable.

§ 6. Miscellaneous Provisions

6.1    Assignment. This Agreement is for the personal services of Executive, and the rights and obligations of Executive under this Agreement are not assignable in whole or in part by Executive without the prior written consent of Carmike. This Agreement is assignable in whole or in part to any parent, subsidiaries, or affiliates of Carmike, but only if such person or entity is financially capable of fulfilling the obligations of Carmike under this Agreement.

6.2    Disputes.

(a)    Governing Law and Courts. This Agreement will be governed by and construed under the laws of the State of Georgia (without reference to the choice of law principles under the laws of the State of Georgia). The parties agree that the state and federal courts in the State of Georgia with jurisdiction within or over Muscogee County, Georgia shall have exclusive jurisdiction and venue for any action arising from a dispute under this Agreement, and for any such action brought in such a court, expressly waives any defense Executive might otherwise have based on lack of personal jurisdiction or improper venue, or that the action has been brought in an inconvenient forum.

(b)    Arbitration. Carmike shall have the right to obtain an injunction or other equitable relief in court arising out of Executive’s breach of the provisions of § 4 of this Agreement. However, any other controversy or claim arising out of or relating to this Agreement or any alleged breach of this Agreement shall be settled by binding arbitration in Columbus, Georgia in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes and any judgment upon any award, which may include an award of damages, may be entered in the highest state or federal court having jurisdiction over such award. In the event of the termination of Executive’s employment, his sole remedy shall be arbitration under this § 6.2(b) and, to the extent permitted by law, any award of damages shall be limited to recovery of lost compensation and benefits provided for in this Agreement. To the extent permitted by law, Executive waives any right to recover punitive damages in connection with any legal dispute between Executive and Carmike. Carmike shall be responsible for paying all reasonable fees of the arbitrator.

6.3    Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

6.4    Headings; References. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Any reference to a section (§) shall be to a section (§) of this Agreement unless there is an express reference to a section (§) of the Code or the Exchange Act, in which event the reference shall be to the Code or to the Exchange Act, whichever is applicable.

6.5    Attorneys Fees. If at any time during the term of this Agreement or for a period of four (4) years after the expiration of this Agreement there should arise any dispute as to the validity, interpretation or application of any term or condition of this Agreement and it is finally determined by an arbitrator or a court of competent jurisdiction that Executive is the prevailing party in such dispute, and all appeals are exhausted and final, the Company agrees, upon written demand by Executive, to promptly reimburse Executive's reasonable costs and reasonable attorney's fees incurred by Executive in connection with reasonably seeking to enforce the terms of this Agreement up to $100,000 in the aggregate for all such disputes. Any such reimbursement shall be made by the Company upon or as soon as practicable following receipt of supporting documentation of the expenses reasonably satisfactory to the Company (but in no event later than March 15th of the calendar year following the calendar year in which it is finally determined that Executive is the prevailing party in such dispute and all appeals are exhausted and final). The expenses paid by the Company during any taxable year of Executive will not affect the expenses paid by the Company in another taxable year. This right to reimbursement is not subject to liquidation or exchange for another benefit. With respect to any other action taken with respect to this Agreement, Carmike shall bear its own attorneys’ fees and expenses and Executive shall bear Executive’s own attorneys’ fees and expenses.

6.6    Amendments and Waivers. Except as otherwise specified in this Agreement, this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Carmike and Executive.

6.7    Severability. Any provision of this Agreement held to be unenforceable under applicable law will be enforced to the maximum extent possible, and the balance of this Agreement will remain in full force and effect.

6.8    Entire Agreement. This Agreement constitutes the entire understanding and agreement of Carmike and Executive with respect to the transactions contemplated in this Agreement, and this Agreement supersedes all prior understandings and agreements between Carmike and Executive with respect to such transactions. The provisions of Sections 4, 5 and 6 of this Agreement shall survive the termination thereof in accordance with their terms.

6.9    Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, customer lists, computer data, customer information, and other property or information delivered to or compiled by Executive by or on behalf of Carmike or its representatives, vendors or customers shall be and remain the property of Carmike,

and be subject at all times to its discretion and control. Upon the request of Carmike and, in any event, upon the termination of Executive’s employment with Carmike, Executive shall deliver all such materials to Carmike.

6.10    Notices. Any notice required under this Agreement to be given by either Carmike or Executive will be in writing and will be deemed effectively given upon personal delivery to the party to be notified or five (5) days after deposit with the United States post office by registered or certified mail, postage prepaid, to the other party at the address set forth below or to such other address as either party may from time to time designate by ten (10) days advance written notice pursuant to this § 6.10. Any such written notice shall be directed as follows:

If to Carmike:

Carmike Cinemas, Inc.

1301 First Avenue

Columbus, Georgia 31901

Attention: General Counsel

If to Executive:

To Executive at his most recent

address provided by Executive to Carmike

6.11    Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, Carmike and Executive and their respective heirs, personal representatives, legal representatives, successors and assigns, subject, however, to the provisions in § 6.1 of this Agreement.

6.12    Compliance with § 409A of the Code. To the extent any payments under this Agreement constitute “deferred compensation” subject to § 409A of the Code, Executive and Carmike intend all such payments to comply with the requirements of such section, and this Agreement shall, to the extent practical, be operated and administered to effectuate such intent. Each payment made under §§ 3.1 and 6.5 of this Agreement is designated as a “separate payment” within the meaning of § 409A. Notwithstanding any contrary provision, (i) if at the time of “separation from service,” Executive is a “specified employee,” as determined in accordance with procedures adopted by the Company that reflect the requirements of §409A(a)(2)(B)(i) of the Code (and any applicable guidance thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary to comply with § 409A (after giving effect to all relevant exceptions including the exception for amounts qualifying as “short term deferrals”), then the Company shall defer the commencement of payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) and accumulate such amounts until the date that is six (6) months and one (1) day after the date Executive has a separation from service (or, if earlier, the date of the Employee's death) at which time the accumulated amounts shall be paid; and (ii) if any other payments of money or other benefits due to Employee hereunder could result in a violation of § 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under § 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such a violation. In addition, to the extent that any reimbursement under this Agreement provides for a “deferral of compensation” within the meaning of § 409A of the Code, (i) the amount eligible for reimbursement in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of an expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

6.13    Not an Employment Contract. This Agreement is not an employment contract and shall not give Executive the right to continue in employment by Carmike for any period of time or from time to time. Moreover, this Agreement shall not adversely affect the right of Carmike to terminate Executive’s employment with or without cause at any time.

[Signatures begin on following page]

IN WITNESS WHEREOF, Carmike and Executive have executed this Separation Agreement effective as of the date first set forth above.

CARMIKE CINEMAS, INC.

By:    /s/ Daniel E. Ellis                    

Name:     Daniel E. Ellis                    

Title:     Senior Vice President, General Counsel & Secretary

EXECUTIVE

/s/ Rob Collins                            Rob Collins

EX-21

Exhibit 21

Carmike Cinemas, Inc.

List of Subsidiaries

Subsidiary	State of Incorporation	% Owned
Eastwynn Theatres, Inc.	Alabama	100%
George G. Kerasotes Corporation	Delaware	100%
GKC Indiana Theatres, Inc.	Indiana	100%
GKC Michigan Theatres, Inc.	Delaware	100%
GKC Theatres, Inc.	Delaware	100%
Military Services, Inc.	Delaware	100%
Carmike Reviews Holdings, LLC	Delaware	100%
Carmike Motion Pictures Birmingham, LLC	Delaware	100%
Carmike Motion Pictures Birmingham II, LLC	Delaware	100%
Carmike Motion Pictures Birmingham III, LLC	Delaware	100%
Carmike Motion Pictures Chattanooga, LLC	Delaware	100%
Carmike Motion Pictures Daphne, LLC	Delaware	100%
Carmike Motion Pictures Pensacola, LLC	Delaware	100%
Carmike Motion Pictures Pensacola II, LLC	Delaware	100%
Carmike Motion Pictures Indianapolis, LLC	Delaware	100%
Carmike Motion Pictures Huntsville, LLC	Delaware	100%
Carmike Motion Pictures Fort Wayne, LLC	Delaware	100%
Carmike Motion Pictures Melbourne, LLC	Delaware	100%
Carmike Motion Pictures Peoria, LLC	Delaware	100%
Carmike Motion Pictures Port St. Lucie, LLC	Delaware	100%
Carmike Motion Pictures Orange Beach, LLC	Delaware	100%
Carmike Motion Pictures Allentown, LLC	Delaware	100%
Carmike Houston LP, LLC	Delaware	100%
Carmike Houston GP, LLC	Delaware	100%
Carmike Motion Pictures Houston, LP	Delaware	100%
Carmike Giftco, Inc.	Florida	100%
Seth Childs 12 of Kansas L.L.C.	Kansas	100%
Digital Cinema Destinations Corp.	Delaware	100%
Start Media/Digiplex, LLC	Delaware	100%
DC Cinema Centers, LLC	Delaware	100%
DC Westfield Cinema, LLC	Delaware	100%
DC Cranford Cinema, LLC	Delaware	100%
DC Lisbon Cinema, LLC	Delaware	100%
DC Bloomfield Cinema, LLC	Delaware	100%
DC Mechanicsburg Cinema, LLC	Delaware	100%
DC Churchville Cinema, LLC	Delaware	100%
DC Lansing, LLC	Delaware	100%
DC Londonderry Cinema, LLC	Delaware	100%
DC Sarver Cinema, LLC	Delaware	100%
DC Pigeon Forge, LLC	Delaware	100%

DC Apple Valley Cinema, LLC	Delaware	100%
DC River Village Cinema, LLC	Delaware	100%
DC Temecula Cinema, LLC	Delaware	100%
DC Mission Marketplace Cinema, LLC	Delaware	100%
DC Poway Cinema, LLC	Delaware	100%
DC Surprise Cinema, LLC	Delaware	100%
DC Sparta Cinema, LLC	Delaware	100%
DC Solon Cinema, LLC	Delaware	100%
DC Torrington Cinema, LLC	Delaware	100%
DC New Smyrna Beach Cinema, LLC	Delaware	100%
Carmike Concessions, LLC	Florida	100%
Carmike Concessions II, LLC	Texas	100%
OCM SD Cinemas Holdings, Inc.	Delaware	100%
OCM SD Cinema Holdings, LLC	Delaware	100%
Sundance Cinemas, LLC	Delaware	100%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Carmike Cinemas, Inc.:

We consent to the incorporation by reference in Registration Statements No. 333-176201, 333-121940, 333-102765, 333-102764, 333-85194 and 333-196305 on Forms S-8 and No. 333-189477 on Form S-3 of our reports dated February 29, 2016 relating to the financial statements and financial statement schedule of Carmike Cinemas, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Carmike Cinemas, Inc. and subsidiaries for the year ended December 31, 2015.

/s/ Deloitte & Touche

Atlanta, Georgia

February 29, 2016

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

SV Holdco, LLC:

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-176201, 333-121940, 333-102765, 333-102764, 333-85194, and 333-196305) and on Form S-3 (No. 333-189477) of Carmike Cinemas, Inc. and subsidiaries of our report dated February 25, 2016, with respect to the consolidated balance sheets of SV Holdco, LLC and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, members’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, which report appears in the December 31, 2015 annual report on Form 10-K of Carmike Cinemas, Inc. dated February 29, 2016.

/s/ KPMG LLP

New York, New York

February 29, 2016

EX-31.1

Exhibit 31.1

Certifications

I, S. David Passman III, certify that:

1. I have reviewed this Annual Report on Form 10-K 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:

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.

February 29, 2016

/s/ S. David Passman III

S. David Passman III

President and Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certifications

I, Richard B. Hare, certify that:

1. I have reviewed this Annual Report on Form 10-K 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:

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.

February 29, 2016

/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

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Carmike Cinemas, Inc. (the “Corporation”) for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Executive Officer (Principal Executive Officer), hereby certifies that, to his knowledge on the date hereof:

(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 Corporation.

/s/ S. David Passman III

S. David Passman III

President and Chief Executive Officer and Director of the Corporation

(Principal Executive Officer)

February 29, 2016

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

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Carmike Cinemas, Inc. (the “Corporation”) for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Financial Officer, hereby certifies that, to his knowledge on the date hereof:

(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 Corporation.

/s/ Richard B. Hare

Richard B. Hare

the Senior Vice President—Finance, Treasurer

and Chief Financial Officer of the Corporation

February 29, 2016

XML

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Jan. 29, 2016	Jun. 30, 2015
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Trading Symbol	CKEC
Entity Registrant Name	CARMIKE CINEMAS INC
Entity Central Index Key	0000799088
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		24,598,206
Entity Public Float			$ 634.3

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 102,511	$ 97,537
Restricted cash	593	395
Accounts receivable	16,207	18,635
Inventories	5,115	3,733
Deferred income tax asset	0	4,691
Prepaid expenses and other current assets	20,082	18,131
Total current assets	144,508	143,122
Property and equipment:
Land	45,265	49,887
Buildings and building improvements	345,451	343,718
Leasehold improvements	204,064	187,433
Assets under capital leases	49,173	50,398
Equipment	300,518	281,736
Construction in progress	10,617	26,709
Total property and equipment	955,088	939,881
Accumulated depreciation and amortization	(470,482)	(438,378)
Property and equipment, net of accumulated depreciation	484,606	501,503
Goodwill	151,716	125,515
Intangible assets, net of accumulated amortization	2,596	3,007
Investments in unconsolidated affiliates	8,033	5,079
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent	106,300	101,847
Other	14,899	13,544
Total assets	912,658	893,617
Current liabilities:
Accounts payable	50,527	42,181
Accrued expenses	32,099	32,563
Deferred revenue	23,995	23,513
Current maturities of capital leases and long-term financing obligations	9,978	9,667
Total current liabilities	116,599	107,924
Long-term liabilities:
Long-term debt	223,406	205,205
Capital leases and long-term financing obligations, less current maturities	221,315	230,203
Deferred revenue	29,512	30,669
Other	32,055	31,071
Total long-term liabilities	506,288	497,148
Commitments and contingencies (Notes 17 and 18)	0	0
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, 25,410,153 shares issued and 24,598,206 shares outstanding at December 31, 2015, and 24,935,103 shares issued and 24,420,032 shares outstanding at December 31, 2014	754	744
Treasury stock, 811,947 and 515,071 shares at cost at December 31, 2015 and 2014, respectively	(21,289)	(13,565)
Paid-in capital	502,975	493,587
Accumulated deficit	(192,669)	(192,221)
Total stockholders’ equity	289,771	288,545
Total liabilities and stockholders’ equity	$ 912,658	$ 893,617

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred Stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value (in dollars per share)	$ 0.03	$ 0.03
Common Stock, shares authorized	52,500,000	52,500,000
Common Stock, shares issued	25,410,153	24,935,103
Common Stock, shares outstanding	24,598,206	24,420,032
Treasury stock, shares	810,838	515,071

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenues:
Admissions	$ 490,001	$ 427,212	$ 398,610
Concessions and other	314,367	262,717	236,225
Total operating revenues	804,368	689,929	634,835
Operating costs and expenses:
Film exhibition costs	276,654	235,457	220,260
Concession costs	36,173	30,310	29,052
Salaries and benefits	101,203	91,954	82,985
Theatre occupancy costs	96,710	86,876	66,651
Other theatre operating costs	133,537	121,025	100,800
General and administrative expenses	34,028	32,268	25,838
Lease termination charges	0	0	3,063
Severance agreement charges	0	0	253
Depreciation and amortization	56,380	49,234	42,378
(Gain) loss on sale of property and equipment	(3,234)	(1,451)	275
Impairment of long-lived assets	7,529	3,212	3,726
Total operating costs and expenses	738,980	648,885	575,281
Operating income	65,388	41,044	59,554
Interest expense	49,958	51,707	49,546
Loss on extinguishment of debt	17,550	0	0
(Loss) income before income tax and income from unconsolidated affiliates	(2,120)	(10,663)	10,008
Income tax expense (benefit)	3,456	(1,407)	6,104
Income from unconsolidated affiliates	5,128	366	1,643
(Loss) income from continuing operations	(448)	(8,890)	5,547
(Loss) income from discontinued operations (Note 15)	0	(52)	206
Net (loss) income	$ (448)	$ (8,942)	$ 5,753
Weighted average shares outstanding:
Basic (in shares)	24,595	23,392	19,540
Diluted (in shares)	24,595	23,392	20,051
(Loss) income per common share (Basic and Diluted):
(Loss) income from continuing operations (in dollars per share)	$ (0.02)	$ (0.38)	$ 0.28
(Loss) income from discontinued operations (in dollars per share)	0.00	0.00	0.01
Net (loss) income (in dollars per share)	$ (0.02)	$ (0.38)	$ 0.29

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Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Paid in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2012	$ 149,434	$ 540	$ (11,740)	$ 349,666	$ (189,032)
Beginning balance, shares at Dec. 31, 2012		18,244,000
Treasury stock, Beginning balance, shares at Dec. 31, 2012			(457,000)
Stock issuance	88,040	$ 155		87,885
Stock issuance, shares		5,175,000
Net (loss) income	5,753				5,753
Purchase of treasury stock	(174)		$ (174)
Purchase of treasury stock, shares			(11,000)
Stock options exercised	125			125
Stock options exercised, shares		15,000
Stock-based compensation	2,530	$ 3		2,527
Stock-based compensation, shares		94,000
Stock options exercised	103			103
Ending balance at Dec. 31, 2013	245,811	$ 698	$ (11,914)	440,306	(183,279)
Ending balance, shares at Dec. 31, 2013		23,528,000
Treasury stock, Ending balance, shares at Dec. 31, 2013			(468,000)
Stock issuance	55	$ 0		55
Stock issuance, shares		2,000
Stock issued through stock purchase plans, shares		0
Balance at December 31, 2014	47,274	$ 42		47,232
Shares issued for acquisition, shares		1,382,000
Net (loss) income	(8,942)				(8,942)
Purchase of treasury stock	(1,651)		$ (1,651)
Purchase of treasury stock, shares			(47,000)
Stock options exercised	18			18
Stock options exercised, shares		3,000
Stock-based compensation	4,909	$ 4		4,905
Stock-based compensation, shares		20,000
Stock options exercised	1,071			1,071
Ending balance at Dec. 31, 2014	$ 288,545	$ 744	$ (13,565)	493,587	(192,221)
Ending balance, shares at Dec. 31, 2014		24,935,000
Treasury stock, Ending balance, shares at Dec. 31, 2014	(515,071)		(515,000)
Stock issued through stock purchase plans	$ 136			136
Stock issued through stock purchase plans, shares		6,000
Net (loss) income	(448)				(448)
Purchase of treasury stock	(7,724)		$ (7,724)
Purchase of treasury stock, shares			(297,000)
Stock options exercised	1,111	$ 2		1,109
Stock options exercised, shares		76,000
Stock-based compensation	6,341	$ 8		6,333
Stock-based compensation, shares		393,000
Stock options exercised	1,810			1,810
Ending balance at Dec. 31, 2015	$ 289,771	$ 754	$ (21,289)	$ 502,975	$ (192,669)
Ending balance, shares at Dec. 31, 2015		25,410,000
Treasury stock, Ending balance, shares at Dec. 31, 2015	(810,838)		(812,000)

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Consolidated Statements of Cash Flows $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Cash flows from operating activities:
Net (loss) income	$ (448)	$ (8,942)	$ 5,753
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	56,380	49,235	42,536
Amortization of debt issuance costs	1,359	1,450	1,450
Impairment of long-lived assets	7,529	3,212	3,869
Loss on extinguishment of debt	17,550	0	0
Deferred income taxes	4,877	7,380	3,644
Stock-based compensation	6,341	4,909	2,527
Excess tax benefits from share-based payment arrangements	(1,810)	(1,071)	(103)
(Income) loss from unconsolidated affiliates	(3,334)	1,430	(14)
Other	520	496	473
Gain on sale of property and equipment	(3,234)	(1,451)	(528)
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable and inventories	1,073	(9,556)	(781)
Prepaid expenses and other assets	(1,769)	(4,283)	(2,455)
Accounts payable	15,720	(11,386)	12,969
Accrued expenses and other liabilities	607	5,399	878
Deferred construction allowances	0	1,632	0
Earnout payments for acquisitions	(849)	0	0
Distributions from unconsolidated affiliates	495	549	468
Net cash provided by operating activities	101,007	39,003	70,686
Cash flows from investing activities:
Purchases of property and equipment	(54,211)	(59,679)	(37,812)
Funding of restricted cash	(198)	(43)	(59)
Purchase acquisition, net of acquired cash	(35,713)	(16,146)	(42,928)
Investment in unconsolidated affiliates	(148)	(109)	(20)
Proceeds from sale of property and equipment	10,948	7,346	1,804
Net cash used in investing activities	(79,322)	(68,631)	(79,015)
Debt activities:
Issuance of long-term debt	230,000	0	0
Repayments of long-term debt	(223,022)	(9,099)	0
Repayments of capital lease and long-term financing obligations	(8,723)	(7,096)	(4,432)
Issuance of common stock	136	55	88,043
Proceeds from exercise of stock options	1,111	18	125
Excess tax benefits from share-based payment arrangements	1,810	1,071	103
Purchase of treasury stock	(7,479)	(1,651)	(174)
Earnout payment for acquisitions	(1,570)	0	0
Debt issuance costs	(8,974)	0	0
Net cash (used in) provided by financing activities	(16,711)	(16,702)	83,665
Increase (decrease) in cash and cash equivalents	4,974	(46,330)	75,336
Cash and cash equivalents at beginning of year	97,537	143,867	68,531
Cash and cash equivalents at end of year	102,511	97,537	143,867
Cash paid (received) during the year for:
Interest	49,505	49,788	47,647
Income taxes, net	(5,410)	980	5,657
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	900	9,518	2,631
Assets acquired through capital lease obligations	531	0	0
Net assets received for shares issued	0	47,274	0
Liabilities assumed in theatre acquisitions	$ 2,242	$ 9,996	$ 2,285

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Organization, Nature of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Organization, Nature of Business and Basis of Presentation

ORGANIZATION, NATURE OF BUSINESS AND BASIS OF PRESENTATION

Carmike Cinemas, Inc. and its subsidiaries (referred to as “Carmike”, “we”, “us”, “our”, and the “Company”) is one of the largest motion picture exhibitors in the United States. The Company owns, operates or has an interest in 275 theatres in 41 states. Of the Company’s 275 theatres, 260 show films on a first-run basis and 15 are discount theatres. The Company targets primarily 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. The Company’s primary business is the operation of motion picture theatres which generate revenues principally through admissions and concessions sales.

Basis of Presentation

The accompanying consolidated financial statements include those of Carmike and its wholly owned subsidiaries, after elimination of all intercompany accounts and transactions. When the Company has a non-controlling interest in an entity, it accounts for the investment using the equity method. The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

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.

Concentration of Risk

The Company purchases substantially all of its concession and janitorial supplies, except for beverage supplies, from Continental Concession Supplies, Inc. (“CCSI”). The Company is a significant customer of CSSI. If this relationship was disrupted, the Company could be forced to negotiate a number of substitute arrangements with alternative vendors which are likely to be, in the aggregate, less favorable to the Company.

Revenue Recognition

Admissions and concessions revenue is recognized at the point of sale for tickets and concessions. Sales taxes collected from customers are excluded from revenue and are recorded in accrued expenses in the accompanying consolidated balance sheets. Other revenues primarily consist of on-screen advertising. Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre.

We record proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognize admission and concession revenue when a holder redeems a gift card or other advanced sale-type certificate. We recognize revenue from unredeemed gift cards and other advanced sale-type certificates upon the later of expiration or when redemption becomes unlikely. Our conclusion that redemption is unlikely is based on an analysis of historical trends. Because we started our gift card program in 2012, we have not had a sufficient level of historical redemption rates to allow us to reasonably estimate the amount of gift cards sold that would be unredeemed ("breakage rate"). We were able to reasonably estimate the breakage rate for other advanced sale-type certificates based on historical redemption rates, as these programs have been in effect for a significant period of time. At the end of the fourth quarter of 2015, we concluded that a sufficient level of historical redemption rates had been established to allow us to reasonably estimate the breakage rate on unredeemed gift cards. During the three months ended December 31, 2015, we recognized breakage income from gift cards of approximately $3,055. The breakage income relates to gift cards sold, but unredeemed, since inception of our gift card program. Estimated breakage revenue is recognized over time in proportion to actual gift card redemption rates and is allocated proportionally to admissions and concessions and other revenues. Revenue recognition related to all unredeemed gift cards and other advanced sale-type certificates totaled $3,581, $1,081 and $500 in 2015, 2014 and 2013, respectively.

Film Exhibition Costs

Film exhibition costs vary according to box office admissions and are accrued based on the Company’s terms and agreements with movie distributors. Some agreements provide for rental fees based on “firm terms” which are negotiated and established prior to the opening of the picture. These agreements usually provide for either a decreasing percentage of box office admissions to be paid to the movie studio over the first few weeks of the movie’s run, subject to a floor for later weeks or a set percentage for the entire run of the film with no adjustments. Where firm terms do not apply, film exhibition costs are accrued based on the expected success of the film over a thirty to sixty days period and estimates of the final settlement with the movie studio. Settlements between the Company and the movie studios are typically completed three to four weeks after the movie’s run and have not historically resulted in significant adjustments to amounts previously recorded.

Comprehensive Income

The Company has no other comprehensive income items.

Segment Reporting

The Company’s chief operating decision maker currently manages the business as one operating segment. The Company’s measure of segment profit is consolidated operating income.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase and consist primarily of money market accounts and deposits with banks that are federally insured in limited amounts. Payment due from banks for third-party credit and debit card transactions are generally received within 24 to 48 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. Such amounts due from banks for credit and debit card transactions are also classified as cash and cash equivalents and aggregated $4,580 and $3,128 at December 31, 2015 and 2014, respectively.

Restricted Cash

Certain balances due to third parties are classified as restricted cash.

Accounts Receivable

Accounts receivable consists of amounts owed primarily for vendor rebates and amounts due from advertisers. We have determined that no allowance for doubtful accounts is required as of December 31, 2015 and 2014 based on historical experience that payment is received in full.

Inventories

Inventories consist principally of concessions and theatre supplies and are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and equipment are carried at cost (reduced for any impairment charges), net of accumulated depreciation and amortization.

Depreciation and amortization is computed on a straight-line basis as follows:

Buildings and building improvements	15-30 years
Leasehold improvements	15-30 years	*
Assets under capital leases	11-25 years	*
Equipment	5-15 years

* Based on the lesser of the useful life of the asset or the term of the applicable lease.

Included in buildings and building improvements are assets subject to financing leases with costs of $148,245 and $152,244 at December 31, 2015 and 2014, respectively, and accumulated depreciation of $45,933 and $41,409 at December 31, 2015 and 2014, respectively.

The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred (typically when a new lease is finalized) and capitalizes that amount as part of the book value of the long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the estimated useful life of the related asset. Asset retirement obligations are not material as of December 31, 2015 and 2014.

Acquisitions

The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, the Company has obtained assistance from third-party valuation specialists in order to assist in the Company’s determination of fair value. The Company provides the assumptions, including both qualitative and quantitative information, about the specified asset or liability to the third party valuation firm and evaluates the appropriateness of their valuation methodology. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts recorded. Significant estimates and assumptions include useful lives, condition of specific assets, future theatre revenue and cash flow projections, fair value interest rates on lease obligations, discount rates and market values of comparable assets. Historically, the estimates made have not resulted in significant subsequent changes.

Goodwill

In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other” (“ASC 350”), goodwill is not amortized. The Company evaluates goodwill for impairment on an annual basis, on December 31, or more frequently if events occur that may be indicative of impairment. The Company is a single reporting unit. The carrying amount of goodwill at December 31, 2015 and 2014 was $151,716 and $125,515, respectively.

The Company has an option to make a qualitative assessment of its reporting unit’s goodwill for impairment. If the Company chooses to perform a qualitative assessment and determines that the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. If the Company chooses not to perform a qualitative assessment, it performs an impairment test for goodwill using a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. If a Step 2 analysis is required, the Company allocates the estimated fair value of the reporting unit to its assets and liabilities, including intangible assets. The residual amount, following this allocation process, is deemed to be the implied fair value of the goodwill. Fair value is determined by using management’s expectations of cash flows in the next five years plus an expected residual value; a discount factor, approximating the weighted-average cost of capital using market participant assumptions; and cash expected to be paid for federal and state income taxes. An impairment charge is recorded to the extent the carrying value of the goodwill exceeds its implied fair value. The Company’s Step 1 impairment analysis of goodwill under ASC 350 did not result in any impairment for any periods presented.

Fair Value Measurements

The methods and assumptions used to estimate fair value are as follows:

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities:

The carrying amounts approximate fair value because of the short maturity of these instruments.

Long-term debt, excluding capital leases and financing obligations:

The fair value of the senior secured term loan is estimated based on quoted market prices on the date of measurement. See Note 8—Debt.

Assets acquired and liabilities assumed in business combinations:

See Note 4—Acquisitions for fair value of assets acquired.

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 seasonality of the business, with significant revenues and cash-flow being 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 assets’ 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.

For the years ended December 31, 2015, 2014 and 2013, the Company recorded impairment charges from continuing operations of $7,529, $3,212 and $3,726, respectively, that were primarily a result of deterioration in the full-year operating results of certain theatres, the result of continued deterioration of certain previously impaired theatres, a decline in the market value of a previously closed theatre and competition in the market where the Company operates one theatre. See Note 3—Impairment of Property and Equipment.

Deferred Revenue

Deferred revenue relates primarily to the amount the Company received for entering into the long-term exhibition agreement with Screenvision Exhibition, Inc. (“Screenvision”) in October 2010 as described in Note 13- Screenvision Transaction, cash received from the sale of discount tickets and gift cards and amounts received in connection with vendor marketing programs. Deferred revenue related to the sale of discount tickets and gift cards are recognized as revenue as described in this Note 2 under “Revenue Recognition.” The amount the Company received for entering in the long-term exhibition agreement with Screenvision will be amortized to concessions and other revenue over the 30 year term of the agreement.

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update (“ASU”) 2014-8 (“ASU 2014-8”), 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 consolidated statements of operations. See Note 15—Discontinued Operations.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, limitations imposed by The Internal Revenue Code, and tax strategies. When the indications are that realization is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion is made.

The accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Interest and penalties related to unrecognized tax benefits are recorded in interest expense and general and administrative expenses, respectively, in the Company’s consolidated statements of operations. See Note 11—Income Taxes.

Advertising

Advertising costs are expensed as incurred and included in film exhibition costs in the accompanying consolidated statements of operations. Advertising expenses totaled $2,452, $2,927 and $2,674 in 2015, 2014 and 2013, respectively.

Concession Costs

The Company records payments from vendors as a reduction of concession costs when earned.

Loyalty Program

Members of the Carmike Rewards program earn points for each dollar spent on admissions and concessions at our theatres and earn concession or ticket awards once designated point thresholds have been met. We believe that the value of the awards granted to our Carmike Rewards members is insignificant compared to the value of the transactions necessary to earn the award. The Company records the estimated incremental cost of providing the awards based on the points earned by the members. The Carmike Rewards program commenced on October 1, 2010 and the costs of awards earned for the years ended December 31, 2015, 2014 and 2013 are not significant to our consolidated financial statements.

Stock Based Compensation

Compensation expense for all stock-based compensation benefits is recognized over the requisite service period at the estimated fair value of the award at grant date. See Note 12—Stockholders’ Equity for a description of the Company’s stock plans and related disclosures.

Leases

The Company operates most of its theatres under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years, and classifies these as operating, capital or financing based on an assessment at lease inception or renewal and when a modification is made to a lease. These leases generally provide for the payment of fixed monthly rentals, property taxes, common area maintenance, insurance, repairs and some of these leases provide for escalating payments over the lease period. The Company, at its option, can renew most of its leases at defined or then fair rental rates over varying periods. The Company generally does not consider the exercise of the renewal options as reasonably assured at lease inception for purposes of evaluating lease classification.

Several leases have a contingent component called percentage rent within the lease agreement. Percentage rent is generally based on a percentage of revenue in excess of a stated annual minimum as described within the lease. The Company recognizes contingent rent expense prior to achievement of the fixed breakpoint when it becomes probable that the breakpoint will be achieved. Contingent payments under capital leases and arrangements accounted for as financing obligations are charged to interest expense.

For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term, beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease. The portion of our deferred rent liability that will be amortized to rent expense beyond one year is classified in other long-term liabilities. In some leases, the Company funded costs to the benefit of the landlord, which have been recorded as prepaid rent and amortized over the term of the lease on a straight-line basis.

For leases that are classified as capital leases, the property is recorded as a capital lease asset and a corresponding amount is recorded as a capital lease obligation in an amount equal to the lesser of the present value of minimum lease payments to be made over the lease life or the fair value of the property being leased. The Company amortizes its capital lease assets on a straight-line basis over the lesser of the lease term or the economic life of the property. The Company allocates each minimum lease payment between a reduction of the lease obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

On certain leases the Company is involved with the construction of the building (typically on land owned by the landlord). When the Company is the deemed owner of the project for accounting purposes, the Company records the amount of total project costs incurred during the construction period. At completion of the construction project, the Company evaluates whether the transfer to the landlord/owner meets the requirements for sale-leaseback treatment. If it does not meet such requirements, which is typical, the Company records amounts funded by or received from the landlord as a financing obligation. Payments under such leases are bifurcated between the ground rent on the land, which is considered to be an operating lease, and payments for the building portion which is a financing obligation. The Company then allocates the lease payment for the building portion between a reduction of the financing obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

In certain leases, the last payment at the end of the lease term is settled by a transfer of the property to the landlord in settlement of the remaining financing obligation. The amount of amortization of the asset and the financing obligation is structured at the outset such that the remaining residual book value of the asset is always equal to or less than the remaining financing obligation at the end of the lease term. If the remaining financing obligation is greater than the residual book value at the end of the lease term, the Company will recognize a gain at the end of the lease term.

Debt Issuance Costs

Debt issuance costs are amortized to interest expense using the effective interest method over the life of the related debt. Debt issuance costs related to the Senior Secured Notes are recorded as a reduction to the associated long-term debt, and debt issuance costs related to the Credit Facility are included in other non-current assets.

Commitments and Contingencies

In accordance with ASC 450, liabilities for loss contingencies arising from claims, assessments, litigation and other sources are recorded when it is probable that a liability has been incurred and the amount of the claim, assessment or damages can be reasonably estimated. Otherwise the Company expenses these costs as incurred. Depending on the nature of the charge, these expenses are recorded in other theatre operating costs or general and administrative charges in the Company’s consolidated statements of operations.

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates over which the Company has significant influence are accounted for under the equity method of accounting. The investments are carried at the cost of acquisition, including subsequent capital contributions by the Company, plus the Company’s equity in undistributed earnings or losses since acquisition. See Note 14—Investments in Unconsolidated Affiliates. The Company regularly reviews its equity method investments for impairment, including when the carrying amount of an investment exceeds its related fair value. The Company evaluates information such as budgets, business plans and financial statements of its equity method investees in determining whether an other-than-temporary decline in value exists. Factors indicative of an other-than-temporary decline include, among others, recurring operating losses and defaults on credit agreements.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-8, Presentation of Financial Statements and Property Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-8 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 2014-8, 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 was 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 adopted this ASU during its second fiscal quarter of 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 2014-9, Revenue from Contracts with Customers. ASU 2014-9 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern. ASU 2014-15 provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations: Pushdown Accounting. The amendments in ASU 2014-17 provide an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon a change in control event. An acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments became effective upon issuance of the ASU. ASU 2014-17 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from U.S. GAAP the concept of an extraordinary item. Under existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. ASU 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3)the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods. The Company adopted this ASU during its second fiscal quarter of 2015 and has retrospectively presented debt issuance costs, other than those costs associated with its revolving credit facility, previously classified as an asset on its consolidated balance sheets.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value. Current guidance requires inventory to be measured at the lower of cost or market. The ASU does not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. This ASU is effective for annual periods, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, to clarify the Securities and Exchange Commission's ("SEC") position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. ASU 2015-15 allows for an entity to present debt issuance costs incurred before a debt liability is recognized or associated with a revolving-debt agreement as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-15 will not impact the Company's consolidated financial statements as it currently present debt issuance costs related to its line-of-credit agreement in accordance with this guidance.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires adjustments made to provisional amounts recognized in a business combination be recognized in the reporting period in which the adjustments are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU must be applied prospectively to adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Company adopted ASU 2015-16 during the three months ended September 30, 2015. The Company does not believe that this guidance will have a significant impact on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for all entities. The Company adopted this ASU during its fourth fiscal quarter of 2015 and will prospectively present deferred tax asset and deferred tax liability balances as noncurrent in its classified balance sheet. Prior periods were not retrospectively adjusted.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

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 our present or future financial statements.

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Impairment of Property and Equipment

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Impairment of Property and Equipment

IMPAIRMENT OF PROPERTY AND EQUIPMENT

The Company recorded impairment charges from continuing operations of $7,529, $3,212, and $3,726, for the years ended December 31, 2015, 2014, and 2013, respectively. The estimated aggregate fair value of the long-lived assets impaired during the years ended December 31, 2015, 2014 and 2013 was approximately $15,200, $3,939, and $4,823, respectively. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements, and were derived primarily from discounting estimated future cash flows and appraisals of certain owned properties. 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%.

	Year ended December 31,
	2015		2014		2013
Continuing Operations:
Theatre properties	$	6,311	$	2,845	$	3,528
Equipment	1,218		367		198
Impairment of long-lived assets	$	7,529	$	3,212	$	3,726
Discontinued Operations:
Theatre properties	$	—	$	—	$	122
Equipment	—		—		21
Impairment of long-lived assets	$	—	$	—	$	143

For 2015, impairment charges were primarily the result of (1) deterioration in the full-year operating results of certain theatres resulting in $3,412 in impairment charges using valuation inputs as of the date of the impairment analysis; (2) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $3,486 in impairment charges using valuation inputs as of the date of the impairment analysis and (3) a decline in the market value of a previously closed theatre resulting in an impairment charge of $631.

For 2014, impairment charges were primarily the result of (1) deterioration in the full-year operating results of certain theatres resulting in $784 in impairment charges using valuation inputs as of the date of the impairment analysis and (2) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $2,428 in impairment charges using valuation inputs as of the date of the impairment analysis.

For 2013, impairment charges were primarily the result of (1) the impact of competition in a market where the Company operates one theatre, resulting in $2,758 in impairment charges using valuation inputs as of the date of the impairment analysis; (2) deterioration in the full-year operating results of certain theatres resulting in $361 in impairment charges using valuation inputs as of the date of the impairment analysis and (3) the continued deterioration in the full year operating results of certain theatres impaired in prior years resulting in $750 in impairment charges using valuation inputs as of the date of the impairment analysis.

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Acquisitions

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

Sundance

On October 6, 2015, the Company completed its acquisition of five theatres and 37 screens pursuant to the terms of a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC ("Sundance"). In consideration for the acquisition, the Company paid $35,842 in cash, including $130 in working capital adjustments. The purchase price was paid using cash on hand. The acquisition of Sundance supports the Company's growth strategy.

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

Purchase price, net of cash received	$	35,713
Working capital adjustment	130
Total purchase price	$	35,843
Accounts receivable	$	156
Inventory	173
Other current assets	511
Property and equipment	10,022
Intangible assets	200
Other assets	464
Deferred tax assets	1,444
Accounts payable	(870		)
Accrued expenses	(852		)
Other liabilities	(520		)
Net assets acquired	10,728
Goodwill	25,115
Purchase Price	$	35,843

The purchase price allocation is preliminary and certain items are subject to change. The primary area of the preliminary valuation that is not yet finalized relates to the determination of deferred tax asset and liability balances. The Company expects to continue to obtain information to assist in determining the fair values during the measurement period.

The total non-cash consideration representing liabilities assumed in the Sundance transaction was $2,242.

The fair value of the current assets and current liabilities acquired approximate their net book value at the acquisition date. The goodwill recognized of $25,115 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not expected to be deductible for income tax purposes. Identified intangible assets recognized of $200 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $520 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligation, prior to the exercise of any extension or renewals associated with the underlying lease is 5.0 years.

The results of Sundance's operations have been included in the consolidated financial statements since the date of acquisition. Revenue and net income of Sundance included in the Company's operating results for the year ended December 31, 2015 from the acquisition date are $7,394 and $668, respectively. Acquisition costs related to professional fees incurred as a result of the Sundance acquisition, during the year ended December 31, 2015 were approximately $300 and were expensed as incurred and included in general and administrative expenses in the consolidated statement of operations. The majority of these expenses are not deductible for income tax purposes.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 2015 and 2014 assumes the Sundance acquisition occurred at the beginning of fiscal year 2014, 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 Sundance to reflect the fair value adjustments to property and equipment. These fair values also represent Level 3 measures within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements.

	Pro Forma Year Ended December 31,
	2015		2014
Revenues	$	822,359	$	713,171
Operating income	$	66,308	$	43,030
Net income (loss)	$	473	$	(6,956	)
Income (loss) per share:
Basic	$	0.02	$	(0.30	)
Diluted	$	0.02	$	(0.30	)

Digiplex

On August 15, 2014, the Company completed its acquisition of Digital Cinema Destination, Corp. (“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 became 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 8 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 year ended December 31, 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 year ended December 31, 2014.

The following table summarizes the 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	$	47,274
Cash settlement of Start Media joint venture	10,978
Cash settlement of shares held in escrow	181
Total acquisition consideration	$	58,433

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	$	58,004
Accounts receivable	396
Other current assets	534
Property and equipment	25,126
Intangible assets	2,190
Other assets	521
Deferred tax assets	9,716
Accounts payable	(3,347		)
Accrued expenses	(3,730		)
Unfavorable lease obligations	(5,980		)
Capital leases assumed	(850		)
Assumption of Northlight term loan	(9,099		)
Other liabilities	(630		)
Net assets acquired	14,847
Goodwill	$	43,157

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 $43,157 is attributable primarily to expected synergies of achieving cost reductions and eliminating redundant administrative functions. The majority of the goodwill is not deductible for income tax purposes. During the year ended December 31, 2015, the Company completed its valuation of the fixed assets acquired which resulted in a decrease to property and equipment and an increase to goodwill of $668 and its calculation of income taxes related to the Digiplex acquisition which resulted in a decrease to deferred income taxes and an increase to goodwill of $486. No amounts have been recorded in net loss for the three months ended December 31, 2015 that would have been recorded in previous reporting periods if the adjustment for provisional amounts had been recognized as of the acquisition date. The Company finalized the Digiplex purchase price allocation during the year ended December 31, 2015.

Identifiable intangible assets recognized of $2,190 represent favorable lease obligations and will be amortized to depreciation and amortization expense in the consolidated statements of operations over the respective lease term. The Company also recognized unfavorable lease obligations of $5,980 which will be amortized to theatre occupancy costs in the consolidated statements of operations over the respective lease term. The weighted-average useful life of the favorable lease obligations, prior to the exercise of any extension or renewals associated with the underlying leases is 6.1 years.

The results of Digiplex’s operations have been included in the consolidated financial statements since the date of acquisition. Digiplex contributed revenue of $57,391 and $16,728 and net income (loss) of $5,381 and ($197) for the years ended December 31, 2015 and 2014, respectively. Acquisition costs related to professional fees incurred as a result of the Digiplex acquisition, during the year ended December 31, 2014 were approximately $3,477 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations. The majority of these expenses are not deductible for income tax purposes.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 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. These fair values also represent Level 3 measures within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements.

	Pro Forma Year Ended December 31,
	2014			2013
Revenues	$	733,923		$	677,468
Operating income	$	40,763		$	59,676
Net (loss) income	$	(11,716	)	$	3,941
(Loss) income per share:
Basic	$	(0.50	)	$	0.20
Diluted	$	(0.50	)	$	0.20

Muvico

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.

The fair value of current assets and current liabilities acquired approximate their net book value at the acquisition date. During the year ended December 31, 2014, the Company completed its valuation related to the fair value of the net assets acquired from Muvico. The goodwill recognized of $24,415 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.

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, was $750. The fair value of the contingent consideration and the resulting increase to Goodwill were recorded during the year ended December 31, 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. No other adjustments to Goodwill related to the Muvico acquisition were made during the year ended December 31, 2014.

The following table summarizes the 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	3,469
Current liabilities	(2,068		)
Other liabilities	(1,150		)
Net assets acquired	26,044
Goodwill	24,415
Purchase price	$	50,459

The total non-cash consideration representing liabilities assumed in the Muvico transaction was $22,319.

The results of Muvico’s operations have been included in the consolidated financial statements since the date of acquisition. Muvico contributed revenue of $64,730, $61,596 and $9,570 and net income (loss) of $550, ($248) and $995 for the years ended December 31, 2015, 2014 and 2013, respectively. Acquisition costs related to professional fees incurred as a result of the Muvico acquisition, during the year ended December 31, 2013 were approximately $2,038 and were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

Pro Forma Results of Operations (Unaudited)

The following selected comparative unaudited pro forma results of operations information for the years ended December 31, 2013 and 2012 assumes the Muvico acquisition occurred at the beginning of the fiscal year 2012, and reflects the full results of operations for the years 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 Muvico 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 Year Ended December 31,
	2013		2012
Revenues	$	699,826	$	603,243
Operating income	$	60,163	$	58,882
Net income	$	4,692	$	97,595
Income per share:
Basic	$	0.24	$	6.19
Diluted	$	0.23	$	6.07

Cinemark

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. During the year ended December 31, 2014, the Company completed its valuation related to the fair value of the net assets acquired from Cinemark using facts and circumstances existing as of the measurement date. Total Goodwill recorded as a result of the acquisition was $11,203. The results of operations of those theatres were not significant to the Company’s consolidated financial statements of operations and accordingly, the Company has not provided pro forma financial information relating to this acquisition. 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 was 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. This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement as defined in ASC 820. The earnings performance period ended on October 31, 2014. As a result of the earnings performance of MNM Theatres, the Company recorded $849 to general and administrative expenses during the year ended December 31, 2014 which represents the contingent consideration to be paid. This amount was paid in January 2015 and is included in cash flows from operating activities in the consolidated statement of cash flows.

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Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

At December 31, 2015 and 2014, prepaid expenses and other current assets consisted of the following:

	December 31,
	2015		2014
Prepaid rent	$	11,226	$	10,885
Prepaid taxes	3,746		2,909
Other	5,110		4,337
	$	20,082	$	18,131

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Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

GOODWILL AND OTHER INTANGIBLES

At December 31, 2015 and 2014, intangible assets consisted of the following:

	Weighted-Average Period (In Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
As of December 31, 2015
Intangible assets:
Lease related intangibles	4.2	$	3,612	$	(1,206	)	$	2,406
Non-compete agreements	0.1	30		(21		)	9
Trade names	0.6	750		(569		)	181
Total intangible assets	4.9	$	4,392	$	(1,796	)	$	2,596
As of December 31, 2014
Intangible assets:
Lease related intangibles	6.8	$	3,621	$	(825	)	$	2,796
Non-compete agreements	0.1	30		(16		)	14
Trade names	0.7	750		(553		)	197
Total intangible assets	7.6	$	4,401	$	(1,394	)	$	3,007

Amortization of other intangible assets was $488, $231, and $104, for the years ended December 31, 2015, 2014 and 2013, respectively. In addition, the Company impaired favorable lease intangible assets in 2015 of $120 related to a closed theatre.

Amortization expense of intangible assets for fiscal years 2016 through 2020 and thereafter is estimated to be approximately $525, $518, $495, $495, $274 and $287, respectively, with a remaining weighted average useful life of 4.9 years.

The following table discloses the changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014:

	2015
	December 31, 2014			Additions		Impairments		December 31, 2015
Goodwill, gross	$	163,755		$	26,201	$	—	$	189,956
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	125,515		$	26,201	$	—	$	151,716

	2014
	December 31, 2013			Additions		Impairments		December 31, 2014
Goodwill, gross	$	112,617		$	51,138	$	—	$	163,755
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	74,377		$	51,138	$	—	$	125,515

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Other Assets

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

OTHER ASSETS

At December 31, 2015 and 2014, other assets are as follows:

	December 31,
	2015		2014
Deposits and insurance binders	$	4,903	$	4,968
Deferred financing costs	4,835		4,956
Prepaid rent	2,688		2,604
Debt issuance costs, net of amortization	1,747		148
Other	726		868
	$	14,899	$	13,544

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Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Debt

DEBT

Debt consisted of the following as of December 31, 2015 and 2014:

	December 31,
	2015			2014
Senior secured notes	$	230,000		$	210,000
Revolving credit facility	—			—
Unamortized debt issuance costs	(6,594		)	(4,795		)
Total debt	223,406			205,205
Current maturities	—			—
	$	223,406		$	205,205

6.00% Senior Secured Notes

In June 2015, the Company issued $230,000 aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes”). The proceeds were used to repay the Company’s $210,000 senior secured notes that were due in May 2019. The Company recorded a loss on extinguishment of debt of $17,550 during the twelve months ended December 31, 2015 for the write-off of unamortized debt issuance costs, including a prepayment penalty of $11,600 related to the termination of its existing senior secured notes. Interest is payable on the Senior Secured Notes on June 15 and December 15 of each year beginning December 15, 2015.

The Senior Secured Notes are fully and unconditionally guaranteed by each of the Company’s existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries of the Company. Debt issuance costs and other transaction fees of approximately $7,000 are recorded as a reduction to the associated long-term debt and amortized over the life of the debt as interest expense. The Senior Secured Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (including the capital stock of the Company’s current subsidiaries), other than certain excluded assets.

At any time prior to June 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 106% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 60% of the aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to June 15, 2018, the Company may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”). The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics of the underlying debt.

At any time on or after June 15, 2018, the Company may redeem all or a portion of the Senior Secured Notes at redemption prices calculated based on a percentage of the principal amount of the Senior Secured Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Senior Secured Notes are redeemed. These percentages range from between 100.00% and 104.50%.

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

Revolving Credit Facility

In June 2015, the Company also entered into a new $50,000 revolving credit facility (the “Credit Facility”) with an interest rate of LIBOR plus a margin of 2.75%, or Base Rate plus a margin of 1.75%, as the Company may elect. In addition, the Company is required to pay commitment fees on the unused portion of the Credit Facility at the rate of 0.50% per annum. The termination date of the Credit Facility is June 17, 2020. The $50,000 revolving credit facility replaced the prior $25,000 revolving credit facility that was scheduled to mature in April 2016. Debt issuance costs and other transaction fees of approximately $1,900 related to the Credit Facility are included in other non-current assets and amortized over the life of the debt as interest expense.

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by certain of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at December 31, 2015.

Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s ability, and its subsidiaries, 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 December 31, 2015, 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 176,000.

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

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

The Credit Facility contains further limitations on the Company’s ability to incur additional indebtedness and liens. In addition, to the extent the Company incurs certain specified levels of additional indebtedness, further limitations under the Credit Facility will become applicable under covenants related to sales of assets, sale-leaseback transactions, investment transactions, and the payment of dividends and other restricted payments. If the Company draws on the Credit Facility, the Company will be required to maintain a first lien leverage ratio as defined (the “Leverage Ratio”) not more than 3.00 to 1.00. The Credit Facility also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of December 31, 2015, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

Debt Maturities

At December 31, 2015, the Company’s future maturities of long-term debt obligations are as follows:

	2016		2017		2018		2019		2020		Thereafter		Total
Senior secured notes	$	—	$	—	$	—	$	—	$	—	$	230,000	$	230,000

The fair value of the Senior Secured Notes at December 31, 2015 and 2014 are Level 2 estimates within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements and is estimated based on quoted market prices as follows:

	Year ended December 31,
	2015		2014
Carrying amount, net	$	230,000	$	210,000
Fair value	$	234,600	$	222,600

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Accrued Expenses

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

At December 31, 2015 and 2014, accrued expenses consisted of the following:

	December 31,
	2015		2014
Accrued salaries	$	7,208	$	6,319
Sales taxes	6,549		4,332
Property taxes	5,943		6,259
Accrued rents	4,622		4,182
Accrued insurance	3,103		2,920
Accrued interest	678		1,979
Other accruals	3,996		6,572
	$	32,099	$	32,563

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Other Liabilities

12 Months Ended

Dec. 31, 2015

Other Liabilities Disclosure [Abstract]

Other Liabilities

OTHER LIABILITIES

At December 31, 2015 and 2014, other liabilities consisted of the following:

	December 31,
	2015		2014
Deferred rent	$	17,084	$	14,673
Unfavorable lease liability	11,457		12,907
Other	3,514		3,491
	$	32,055	$	31,071

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Income tax expense (benefit) from continuing operations is summarized as follows:

	Year ended December 31,
	2015			2014			2013
Current:
Federal	$	167		$	(8,856	)	$	1,681
State	(57		)	372			773
Deferred:
Federal	670			4,973			1,702
State	2,676			2,104			1,948
Total income tax expense (benefit)	$	3,456		$	(1,407	)	$	6,104

The consolidated income tax provision was different from the amount computed using the U.S. statutory income tax rate for the following reasons:

	Year ended December 31,
	2015			2014			2013
Pre-tax (loss) income from continuing operations	$	(2,120	)	$	(10,663	)	$	10,008
Federal tax (benefit) expense, at statutory rates	(742		)	(3,732		)	3,503
State tax expense, net of federal tax effects	842			13			1,748
Entity restructuring reduction in state deferred tax assets	—			1,597			—
Non-deductible transaction costs	102			849			—
Permanent non-deductible expenses	223			203			241
Impact of equity investment income at statutory tax rate	1,795			128			575
Change in state valuation allowance	860			—			—
Non-deductible executive compensation	508			—			—
Tax effect of uncertain tax position	4			(302		)	86
Employment credits	(100		)	(100		)	(276		)
Other	(36		)	(63		)	—
Reduction in gross deferred tax assets due to IRC Section 382 limitations	—			—			227
Total tax expense (benefit) from continuing operations	$	3,456		$	(1,407	)	$	6,104

The Company’s effective tax rate was 114.9%, 13.6% and 52.4% for the years ended December 31, 2015, 2014 and 2013, respectively. The Company’s tax rate was different from the statutory tax rate primarily due to state income taxes, a reduction in deferred tax assets resulting from state NOL’s not able to be recognized due to expiration, the establishment of a valuation allowance for state NOL's and executive compensation and other expenses that are not deductible for tax purposes.

Components of the Company’s deferred tax assets (liabilities) are as follows:

	December 31,
	2015			2014
Tax basis of property, equipment and other assets over book basis	$	56,892		$	58,080
Net operating loss carryforwards	21,867			21,298
Deferred income	10,708			10,193
Deferred rent	7,305			6,515
Equity compensation accruals	4,155			3,894
Compensation and other accruals	3,293			2,842
Tax basis of goodwill and intangible property over book	779			1,881
Basis difference in investee	74			1,056
Alternative minimum tax credit carryforwards	2,087			779
Valuation allowance	(860		)	—
Total deferred tax asset	$	106,300		$	106,538

The balance sheet presentation of the Company’s deferred income taxes is as follows:

	December 31,
	2015			2014
Current deferred tax assets	$	—		$	5,046
Current deferred tax liabilities	—			(355		)
Net current deferred tax assets	$	—		$	4,691
Non-current deferred tax assets	$	107,618		$	102,168
Non-current deferred tax liabilities	(458		)	(321		)
Net non-current deferred tax assets before valuation allowance	107,160			101,847
Valuation allowance against non-current deferred tax assets	(860		)	—
Net non-current deferred tax assets	$	106,300		$	101,847
Net deferred tax assets	$	106,300		$	106,538

The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, 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 ownership change, the Company is limited to an approximate $1.7 million annual limitation on its ability to utilize its pre-change NOLs. The Company’s acquisitions of Digiplex and Sundance (see Note 4 - Acquisitions) triggered ownership changes for these companies during the third quarter of 2014 and fourth quarter of 2015, respectively. The Company has evaluated the impact of these ownership changes and determined at the acquisition date that both companies had net unrealized built-in gains (“NUBIG”). The NUBIG was determined based on the difference between the fair market value of the Company's assets and their tax basis as of the ownership change date. Because a NUBIG existed with regard to each of these acquisitions, items of income existing before the ownership change date that are recognized during the five-year period beginning on the date of ownership change serve to increase the annual limitation of losses the Company can utilize under IRC Section 382. Therefore, the Company does not believe that the ownership changes will significantly limit its ability to utilize net operating losses acquired from Digiplex or Sundance.

The Company recorded a deferred tax asset of $9,716 in the acquisition of Digiplex and a deferred tax asset of $1,444 in the acquisition of Sundance.

As discussed in Note 4–Acquisitions, the Company recorded a deferred tax asset of $3,469 in the acquisition of Muvico.

At December 31, 2015, the Company had federal and state net operating loss carryforwards of $51,839 and $58,110, respectively, net of IRC Section 382 limitations, to offset the Company’s future taxable income. The state net operating loss carryforwards are shown net of a valuation allowance for certain state net operating loss carryforwards that are expected to expire unused. The federal net operating loss carryforwards will begin to expire in the year 2020, and certain of the state net operating loss carryforwards began expiring in 2016. In addition, the Company’s alternative minimum tax credit carryforward of approximately $2,087 has an indefinite carryforward life but $787 is subject to the IRC Section 382 limitation.

Valuation Allowance

At December 31, 2015 and 2014, the Company’s deferred tax assets, net of IRC Section 382 limitations, were $107,160 and $106,538, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made.

Management’s estimate of future taxable income is based on internal projections which consider historical performance, various internal estimates and assumptions, as well as certain external data, all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, and all prudent and feasible tax planning strategies are exhausted, a valuation allowance may need to be established for some or all of the Company's deferred tax assets. Establishing an allowance on the Company's net deferred tax assets could have a material adverse effect on the Company's financial condition and results of operations.

Management’s conclusion at December 31, 2015 that it is more likely than not that the Company's net deferred tax assets will be realized is partially based upon management’s estimate of future taxable income; however, as noted above, the Company believes, with regard to certain state net operating losses which have a carryforward period shorter than the federal net operating loss carryforward period, that it is more likely than not that these state net operating losses will expire unused. Therefore a valuation allowance against certain state net operating loss carryforwards of $860 was established for the three and twelve months ended December 31, 2015. Management’s judgment regarding the realizability of state net operating loss deferred tax assets may change due to further changes in state tax rates, apportionment, and business concentration.

Income Tax Uncertainties

The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities based on their technical merits.

As of December 31, 2015 and 2014, the amount of unrecognized tax benefits related to continuing operations was $173 and $167 respectively, all of which would affect the Company’s annual effective tax rate, if recognized.

A reconciliation of the beginning and ending uncertain tax positions is as follows:

Gross unrecognized tax benefits at January 1, 2013	$	2,678
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	—
Increases in tax positions for current year	132
Settlements	—
Lapse in statute of limitations	(47		)
Gross unrecognized tax benefits at December 31, 2013	2,763
Increases in tax positions for prior years	43
Decreases in tax positions for prior years	—
Decreases in tax positions for current year	(210		)
Settlements	—
Lapse in statute of limitations	(2,429		)
Gross unrecognized tax benefits at December 31, 2014	167
Increases in tax positions for prior years	1
Decreases in tax positions for prior years	—
Increases in tax positions for current year	44
Settlements	—
Lapse in statute of limitations	(39		)
Gross unrecognized tax benefits at December 31, 2015	$	173

The Company files consolidated and separate income tax returns in the United States federal jurisdiction and in many state jurisdictions. The Company is no longer subject to United States federal income tax examinations for years before 2000 and is no longer subject to state and local income tax examinations by tax authorities for years before 1999. The Company is currently under federal income tax examination for both 2012 and 2014.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in interest expense and general and administrative expenses, respectively, in the Company’s consolidated statements of operations. Amounts accrued for interest and penalties as of December 31, 2015 and 2014 are not significant to the consolidated financial statements.

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Stockholders' Equity and Share-Based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity and Share-Based Compensation

STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Stock Issuance

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. 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. See Note 4—Acquisitions.

On July 25, 2013, the Company issued 4.5 million shares of its common stock, at a price to the public of $18.00 per share through a registered public offering. The Company granted the underwriters an option to purchase up to an additional 675,000 shares of the Company’s common stock to cover over-allotments, if any, which the underwriters could exercise within 30 days of the date of the final prospectus. The underwriters purchased the additional 675,000 shares of common stock on August 16, 2013. The offering was made pursuant to the Company’s existing shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”). The net proceeds received from the transaction were approximately $88,043. The funds received from the issuance of the shares have been used for general corporate purposes, including potential acquisitions, working capital and other capital expenditures.

Share Repurchase Program

On December 10, 2015, the Company announced that its Board of Directors had authorized a $50 million share repurchase program. The shares may be repurchased from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws. The share repurchase program will expire on December 10, 2018, but it may be suspended or discontinued at any time. Through December 31, 2015, the Company purchased 188,119 shares for approximately $4,222, at an average price of $22.44. Subsequent to December 31, 2015, the Company has repurchased 116,487 shares of its common stock at an aggregate purchase price of approximately $2,608.

A summary of the Company's purchase of its common stock on a monthly basis during the three months ended December 31, 2015 is as follows:

	Total Number of Shares Purchased	Average Price per Share		Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
2015	188,119	$	22.44	188,119	$	45,778
	188,119	$	22.44

Share-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 December 31, 2015, there were 1,116,804 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 determination of the fair value of stock option awards on the date of grant using option-pricing models is affected by the Company’s stock price, as well as assumptions regarding a number of other inputs. These variables include the Company’s expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The expected volatility is based on the historical volatility. The Company uses historical data to estimate stock option exercise and forfeiture rates. The expected term represents the period over which the share-based awards are expected to be outstanding. The dividend yield is an estimate of the expected dividend yield on the Company’s stock. The risk-free rate is based on U.S. Treasury yields in effect at the time of the grant for the expected term of the stock options. All stock option awards are amortized based on their graded vesting over the requisite service period of the awards.

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 value of the shares awarded to the employee. In addition, the Company issues performance-based awards which are dependent on the achievement of EBITDA targets and are earned over a three-year period. The performance-based awards vest at the end of the three-year period. As of December 31, 2015, the Company had 193,891 shares of performance-based awards outstanding, all of which 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’s total stock-based compensation expense was $6,341, $4,909 and $2,527 in 2015, 2014 and 2013, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations with the exception of the accelerated vested awards which are included in Severance Agreement Charges. Beginning in 2013, certain employees became retirement-eligible under the terms of the 2014 Incentive Stock Plan. For retirement-eligible employees, stock-based compensation expense is recognized immediately for awards with service-based conditions and upon meeting the required performance-based targets for performance-based awards. As of December 31, 2015, the Company had approximately $1,786 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 1.4 years. This expected cost does not include the impact of any future stock-based compensation awards.

Options-Service Condition Vesting

The Company currently uses the Black-Scholes option pricing model to determine the fair value of its stock options. 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 ten years after the grant date.

No options were granted during 2015, 2014 and 2013.

The following table sets forth the summary of option activity for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	600,000		$	8.65	5.1	10,574
Granted	—		$	—	—	$	—
Exercised	(50,000	)	$	8.38	—	$	1,026
Expired	—		$	—	—	—
Forfeited	—		$	—	—	$	—
Outstanding at December 31, 2015	550,000		$	8.67	4.1	$	7,848
Exercisable on December 31, 2015	550,000		$	8.67	4.1	$	7,848
Expected to vest at December 31, 2015	—		$	—	—	$	—

The fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was $0, $608, and $588, respectively. The intrinsic value of the options exercised during the years ended December 31, 2015, 2014 and 2013 was $1,026, $70 and $232, respectively. Cash received from options exercised for the years ended December 31, 2015, 2014 and 2013 was $419, $18 and $125, respectively. The cash tax benefits realized from stock awards exercised for December 31, 2015, 2014 and 2013 were $390, $28 and $88 respectively.

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 stock option grants expire 10 years from date of issuance. 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 Company’s stock options with market condition vesting for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	100,000		$	25.95	2.28	$	32
Granted	—		—		—	—
Exercised	(26,666	)	25.95		—	$	76
Forfeited	—		—		—	—
Outstanding at December 31, 2015	73,334		$	25.95	1.28	$	—
Exercisable on December 31, 2015	40,000		$	25.95	1.28	$	—
Expected to vest at December 31, 2015	—		$	—	—	$	—

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants for the year ended December 31, 2015:

	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested at beginning of year	559,774		$	17.35	573,353		$	12.51	458,981		$	10.85
Granted	184,492		$	33.13	138,855		$	29.44	215,800		$	15.77
Vested	(355,472	)	$	14.61	(128,437	)	$	8.80	(97,928	)	$	11.78
Forfeited	—		$	—	(23,997	)	$	17.44	(3,500	)	$	15.66
Nonvested at end of year	388,794		$	27.34	559,774		$	17.35	573,353		$	12.51

The total fair value for restricted share awards that vested during 2015, 2014 and 2013 was $8,229, $4,091 and $1,617, respectively.

Employee Stock Purchase Plan

On July 1, 2014, the Company adopted an Employee Stock Purchase Plan (“ESPP”) which enables employees who have completed one year of service and meet certain minimum work requirements, to purchase the Company’s common stock through payroll deductions at a price equal to 90 percent of the stock price at the end of each 3 month purchase period, subject to certain limits. All shares purchased under the ESPP are immediately vested. The number of shares issued under the ESPP during the years ended December 31, 2015 and 2014 was 5,571 and 1,947, respectively. At December 31, 2015, there were 242,482 shares available for future issuance under the ESPP.

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Screenvision Transaction

12 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Screenvision Transaction

SCREENVISION TRANSACTION

On October 14, 2010, the Company finalized the modification of its long-term exhibition agreement (the “Modified Exhibition Agreement”) with 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, Carmike received a cash payment of $30,000 from Screenvision in January 2011. In addition, on October 14, 2010, Carmike 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, Carmike made a voluntary capital contribution of $718 to SV Holdco. The capital contribution was made to maintain Carmike’s relative ownership interest following an acquisition by Screenvision and additional capital contributions by other owners of SV Holdco. Carmike received Class A membership units representing less than 1% of the issued and outstanding membership units of SV Holdco in return for Carmike’s capital contribution.

As of December 31, 2015, Carmike held Class C and Class A membership units representing approximately 18% of the total issued and outstanding membership units of SV Holdco. As of December 31, 2015, the carrying value of Carmike’s ownership interest in Screenvision is $6,957 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.

Carmike’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 Carmike an interest in the other members’ initial or subsequent capital contributions. As a profits interest, Carmike’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 Carmike’s Class C membership units equaled $88,000 as of December 31, 2015.

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 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 using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. Carmike’s non-forfeitable Class C and Class A membership units represented approximately 14% and 15%, respectively, of the total issued and outstanding membership units of SV Holdco as of December 31, 2015 and 2014.

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 its consolidated statement of operations amounts related to Screenvision of approximately $10,889, $11,161 and $10,214 for the years ended December 31, 2015, 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 approximately $1,922, $1,970 and $1,804 for the years ended December 31, 2015, 2014 and 2013, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,626 and $2,383 at December 31, 2015 and 2014, 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 years ended December 31, 2015 and 2014 are as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco	(1,992		)
Balance at December 31, 2014	$	4,196
Balance at January 1, 2015	$	4,196
Equity income of SV Holdco	2,761
Balance at December 31, 2015	$	6,957
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2014	$	31,827
Balance at January 1, 2015	$	31,827
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2015	$	30,670

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Investment in Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Affiliates

INVESTMENT 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 13—Screenvision Transaction and interests in other joint ventures.

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

	December 31,
	2015		2014
Assets:
Current assets	$	67,559	$	56,709
Noncurrent assets	119,240		127,657
Total assets	$	186,799	$	184,366
Liabilities:
Current liabilities	$	42,765	$	50,756
Noncurrent liabilities	57,539		66,429
Total liabilities	$	100,304	$	117,185

	Year Ended
	2015		2014			2013
Results of operations:
Revenue	$	164,888	$	157,722		$	162,432
Operating income (loss)	$	465	$	(14,915	)	$	(1,715	)
Income (loss) from continuing operations	$	19,104	$	(13,636	)	$	(2,900	)
Net income (loss)	$	19,104	$	(13,636	)	$	(2,900	)

A summary of activity in income from unconsolidated affiliates is as follows:

	Year ended December 31,
Income from unconsolidated affiliates	2015		2014			2013
Income (loss) from unconsolidated affiliates	$	3,206	$	(1,604	)	$	(161	)
Elimination of intercompany revenue	1,922		1,970			1,804
Income from unconsolidated affiliates	$	5,128	$	366		$	1,643

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Discontinued Operations

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. In 2015, 2014 and 2013, the Company closed ten, seven and fourteen theatres, respectively. The ten and seven closures in 2015 and 2014, respectively, occurred subsequent to the adoption of ASU 2014-8 and therefore the Company did not classify any closed theatres as discontinued operations during the years ended December 31, 2015 and 2014. The Company classified six closed theatres in 2013 as discontinued operations.

All activity from prior years included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from 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 years ended December 31, 2015, 2014, and 2013:

	For the year ended December 31,
	2015		2014			2013
Revenue from discontinued operations	$	—	$	1		$	3,151
Operating (loss) income before taxes	$	—	$	(86	)	$	(460	)
Income tax benefit from discontinued operations	—		34			184
Gain on disposal, before taxes	—		—			803
Income tax expense on disposal	—		—			(321		)
(Loss) income from discontinued operations	$	—	$	(52	)	$	206

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Benefit Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Benefit Plans

BENEFIT PLANS

Prior to January 1, 2013, the Company maintained a funded non-qualified deferred compensation program for its senior executives pursuant to which it paid additional compensation equal to 10% of the senior executive’s annual cash compensation. The Company directed this additional cash compensation first into the senior executive’s individual retirement account, up to the legal limit, with the remainder directed into a trust. Distributions from the applicable trust are made upon or shortly after the executive reaches age 70, disability, death, or earlier election by the executive after age 60. Prior to January 1, 2012, the Company paid certain non-executive employees additional cash contributions to the employee’s individual retirement account in amounts that were determined at management’s discretion. No contributions were made into this program for the years ended December 31, 2015, 2014, and 2013.

On October 1, 2013, the Company established company-owned life insurance policies (“COLI”) for its senior executives pursuant to which it pays additional cash compensation equal to 10% of the senior executive’s annual cash compensation. The Company’s variable life COLI policies are intended to be a long-term funding source for deferred compensation and supplemental retirement plan obligations. The Company’s COLI investments are recorded at their cash surrender value and as of December 31, 2015 and 2014 were $682 and $395, respectively. Cash surrender values are provided by the insurer on a periodic basis. The values approximate the fair values of these policies. The values assigned to the individual policies, which are not actively traded on any exchange, are not observable and are considered Level 3 of the valuation hierarchy. The Company recognized deferred compensation expense of $309, $329 and $43 for the years ended December 31, 2015, 2014, and 2013, respectively, related to COLI. COLI income related to the Company’s investments is included in general and administrative expenses in the consolidated statements of operations and was not significant for the years ended December 31, 2015, 2014, and 2013.

In 2012, the Company began sponsoring a defined contribution retirement plan for its eligible employees (the “401(k) Plan”). Employees are eligible to participate in the 401(k) Plan at the beginning of the fiscal quarter following the completion of one year of service. The Company’s matching contribution varies based on how much compensation the employee elects to contribute up to a maximum of 5% of eligible compensation. The Company’s matching contribution is invested identically to employee contributions and vests immediately in the participant accounts. Aggregate contributions to all such plans in cash amounted to $1,966, $1,734 and $583 for the years ended December 31, 2015, 2014, and 2013, respectively.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Lease Obligations

At December 31, 2015, payments required on operating leases, capital leases and financing obligations are as follows:

	Operating Leases		Capital Leases			Financing Obligations
2016	$	89,228	$	6,424		$	33,756
2017	80,089		6,761			35,803
2018	77,360		6,131			37,255
2019	73,866		5,013			36,564
2020	74,991		4,164			42,389
Thereafter	456,396		13,381			213,007
Total minimum lease payments	$	851,930	41,874			398,774
Less amounts representing interest ranging from 3.6% to 19.6%			(17,294		)	(192,061		)
Present value of future minimum lease payments			24,580			206,713
Less current maturities			(2,983		)	(6,995		)
Long-term obligations			$	21,597		$	199,718

Rent expense on operating leases was $87,570, $76,644 and $60,479 for 2015, 2014 and 2013, respectively. Included in such amounts are approximately $2,008, $1,556 and $2,201 in contingent rental expense for 2015, 2014 and 2013, respectively. Interest expense includes $1,971, $1,664 and $1,610 for 2015, 2014 and 2013, respectively, related to contingent rent on capital leases and financing obligations.

Self Insurance—General Liability and Workers Compensation Insurance

The Company maintains a deductible of $150 per claim on its general liability insurance policy and a deductible of $300 per claim on its workers compensation insurance policy. The Company uses historical data and actuarial estimates to estimate the cost of claims incurred that are not covered by the insurance policies as of the balance sheet date. The Company has accrued $2,437 and $2,416 at December 31, 2015 and 2014, respectively, for such claims. The expenses associated with these claims are recorded in other theatre operating costs in the consolidated statements of operations.

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Litigation

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Litigation

LITIGATION

From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, 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’s management believes will have a material effect, either individually or in the aggregate, on its business or financial condition.

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Net (Loss) Income Per Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Net (Loss) Income Per Share

NET (LOSS) INCOME PER SHARE

Basic net (loss) income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. As a result of the Company’s net losses for the years ended December 31, 2015 and 2014, all common stock equivalents aggregating 419 and 620, respectively, were excluded from the calculation of diluted loss per share for that year given their anti-dilutive effect. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus common stock equivalents for each period.

	Year ended December 31,
	2015			2014			2013
Weighted average shares outstanding	24,671			23,552			19,794
Less: restricted stock issued	(76		)	(160		)	(254		)
Basic divisor	24,595			23,392			19,540
Dilutive shares:
Restricted stock awards	—			—			239
Stock options	—			—			272
Diluted divisor	24,595			23,392			20,051
Net (loss) income	$	(448	)	$	(8,942	)	$	5,753
Net (loss) income per share:
Basic	$	(0.02	)	$	(0.38	)	$	0.29
Diluted	$	(0.02	)	$	(0.38	)	$	0.29

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Quarterly Results (Unaudited)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results (Unaudited)

QUARTERLY RESULTS (UNAUDITED)

The following tables set forth certain unaudited results of operations for each quarter during 2015 and 2014. The unaudited information has been prepared on the same basis as the annual consolidated financial statements and includes all adjustments which management considers necessary for a fair presentation of the financial data shown. The operating results for any quarter are not necessarily indicative of the results to be attained for any future period. Basic and diluted (loss) income per share is computed independently for each of the periods presented. Accordingly, the sum of the quarterly (loss) income per share may not agree to the total for the year.

	1st Quarter (1)		2nd Quarter (1) (2)			3rd Quarter (1)			4th Quarter (1)(3)		Total
Year ended December 31, 2015
Total revenues from continuing operations	$	184,334	$	219,099		$	180,241		$	220,694	$	804,368
Operating income from continuing operations	11,980		26,887			2,800			23,721		65,388
Net (loss) income	$	391	$	(1,445	)	$	(6,257	)	$	6,863	$	(448	)
Net (loss) income per common share:
Basic	$	0.02	$	(0.06	)	$	(0.26	)	$	0.28	$	(0.02	)
Diluted	$	0.02	$	(0.06	)	$	(0.26	)	$	0.27	$	(0.02	)

	1st Quarter			2nd Quarter		3rd Quarter (1)			4th Quarter (1)			Total
Year ended December 31, 2014
Total revenues from continuing operations	$	158,924		$	182,987	$	162,631		$	185,387		$	689,929
Operating income from continuing operations	8,079			18,740		2,422			11,803			41,044
Net income (loss)	$	(3,164	)	$	3,222	$	(6,757	)	$	(2,243	)	$	(8,942	)
Net income (loss) per common share:
Basic	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)
Diluted	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)

(1) In connection with the asset impairment valuations, the Company recognized additional impairment charges attributable to underperforming assets in each quarter of 2015 of $1,389, $481, $1,388 and $4,271, respectively, and the third and fourth quarter of 2014 of $1,198 and $1,655, respectively.

(2) In connection with the refinancing of the Company's $210,000 Senior Secured Notes, the Company recorded a loss on extinguishment of debt of $17,550 in the second quarter of 2015.

(3) In connection with the recognition of revenue related to gifts cards not expected to be redeemed, the Company recorded revenues of $3,055 in the fourth quarter of 2015 (as discussed further in Note 2 to the Consolidated Financial Statements).

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Lease Termination Charges

12 Months Ended

Dec. 31, 2015

Leases [Abstract]

Lease Termination Charges

LEASE TERMINATION CHARGES

For the year ended December 31, 2013, the Company has 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 five years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,238 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of December 31, 2015, the liability was $1,246. 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 year ended December 31, 2013 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

In January 2016, the Company acquired two theatres and 22 screens from a subsidiary of AMC for approximately $5,390. The acquisition supports the Company's growth strategy. Acquisition costs related to this transaction were not significant to the Company's consolidated financial statements. Due to the proximity of the acquisition to the issuance of these consolidated financial statements, the Company has not completed the purchase price accounting for this transaction.

In February 2016, the Company amended a master lease agreement consisting of five theatres and 84 screens. The amendment extends the term of the master lease agreement for 15 years, exclusive of any option periods. The estimated fair value of the five theatres is $74,100. These fair value estimates are considered Level 3 estimates within the fair value hierarchy and were derived primarily from discounting estimated future cash flows and market values of comparable properties. The Company has not completed its evaluation of the impact of this amendment to its consolidated financial statements.

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Significant Accounting Policies Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include those of Carmike and its wholly owned subsidiaries, after elimination of all intercompany accounts and transactions. When the Company has a non-controlling interest in an entity, it accounts for the investment using the equity method. The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Exit or Disposal Cost Obligations

In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company recorded a liability of $2,238 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. As of December 31, 2015, the liability was $1,246. 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.

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.

Concentration of Risk

Concentration of Risk

The Company purchases substantially all of its concession and janitorial supplies, except for beverage supplies, from Continental Concession Supplies, Inc. (“CCSI”). The Company is a significant customer of CSSI. If this relationship was disrupted, the Company could be forced to negotiate a number of substitute arrangements with alternative vendors which are likely to be, in the aggregate, less favorable to the Company.

Revenue Recognition

Revenue Recognition

Admissions and concessions revenue is recognized at the point of sale for tickets and concessions. Sales taxes collected from customers are excluded from revenue and are recorded in accrued expenses in the accompanying consolidated balance sheets. Other revenues primarily consist of on-screen advertising. Screen advertising revenues are recognized over the period that the related advertising is delivered on-screen or in-theatre.

We record proceeds from the sale of gift cards and other advanced sale-type certificates in current liabilities and recognize admission and concession revenue when a holder redeems a gift card or other advanced sale-type certificate. We recognize revenue from unredeemed gift cards and other advanced sale-type certificates upon the later of expiration or when redemption becomes unlikely. Our conclusion that redemption is unlikely is based on an analysis of historical trends. Because we started our gift card program in 2012, we have not had a sufficient level of historical redemption rates to allow us to reasonably estimate the amount of gift cards sold that would be unredeemed ("breakage rate"). We were able to reasonably estimate the breakage rate for other advanced sale-type certificates based on historical redemption rates, as these programs have been in effect for a significant period of time. At the end of the fourth quarter of 2015, we concluded that a sufficient level of historical redemption rates had been established to allow us to reasonably estimate the breakage rate on unredeemed gift cards. During the three months ended December 31, 2015, we recognized breakage income from gift cards of approximately $3,055. The breakage income relates to gift cards sold, but unredeemed, since inception of our gift card program. Estimated breakage revenue is recognized over time in proportion to actual gift card redemption rates and is allocated proportionally to admissions and concessions and other revenues.

Film Exhibition Costs

Film Exhibition Costs

Film exhibition costs vary according to box office admissions and are accrued based on the Company’s terms and agreements with movie distributors. Some agreements provide for rental fees based on “firm terms” which are negotiated and established prior to the opening of the picture. These agreements usually provide for either a decreasing percentage of box office admissions to be paid to the movie studio over the first few weeks of the movie’s run, subject to a floor for later weeks or a set percentage for the entire run of the film with no adjustments. Where firm terms do not apply, film exhibition costs are accrued based on the expected success of the film over a thirty to sixty days period and estimates of the final settlement with the movie studio. Settlements between the Company and the movie studios are typically completed three to four weeks after the movie’s run and have not historically resulted in significant adjustments to amounts previously recorded.

Comprehensive Income

Comprehensive Income

The Company has no other comprehensive income items.

Segment Reporting

Segment Reporting

The Company’s chief operating decision maker currently manages the business as one operating segment. The Company’s measure of segment profit is consolidated operating income.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase and consist primarily of money market accounts and deposits with banks that are federally insured in limited amounts. Payment due from banks for third-party credit and debit card transactions are generally received within 24 to 48 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. Such amounts due from banks for credit and debit card transactions are also classified as cash and cash equivalents and aggregated $4,580 and $3,128 at December 31, 2015 and 2014, respectively.

Restricted Cash

Restricted Cash

Certain balances due to third parties are classified as restricted cash.

Accounts Receivable

Accounts Receivable

Accounts receivable consists of amounts owed primarily for vendor rebates and amounts due from advertisers. We have determined that no allowance for doubtful accounts is required as of December 31, 2015 and 2014 based on historical experience that payment is received in full.

Inventories

Inventories

Inventories consist principally of concessions and theatre supplies and are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and Equipment

Property and equipment are carried at cost (reduced for any impairment charges), net of accumulated depreciation and amortization.

Depreciation and amortization is computed on a straight-line basis as follows:

Buildings and building improvements	15-30 years
Leasehold improvements	15-30 years	*
Assets under capital leases	11-25 years	*
Equipment	5-15 years

* Based on the lesser of the useful life of the asset or the term of the applicable lease.

Included in buildings and building improvements are assets subject to financing leases with costs of $148,245 and $152,244 at December 31, 2015 and 2014, respectively, and accumulated depreciation of $45,933 and $41,409 at December 31, 2015 and 2014, respectively.

The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred (typically when a new lease is finalized) and capitalizes that amount as part of the book value of the long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depreciated over the estimated useful life of the related asset. Asset retirement obligations are not material as of December 31, 2015 and 2014.

Acquisitions

Acquisitions

The Company accounts for acquisitions under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and changes thereafter reflected in income. For significant acquisitions, the Company has obtained assistance from third-party valuation specialists in order to assist in the Company’s determination of fair value. The Company provides the assumptions, including both qualitative and quantitative information, about the specified asset or liability to the third party valuation firm and evaluates the appropriateness of their valuation methodology. The estimation of the fair values of the assets acquired and liabilities assumed involves a number of estimates and assumptions that could differ materially from the actual amounts recorded. Significant estimates and assumptions include useful lives, condition of specific assets, future theatre revenue and cash flow projections, fair value interest rates on lease obligations, discount rates and market values of comparable assets. Historically, the estimates made have not resulted in significant subsequent changes.

Goodwill

Goodwill

In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other” (“ASC 350”), goodwill is not amortized. The Company evaluates goodwill for impairment on an annual basis, on December 31, or more frequently if events occur that may be indicative of impairment. The Company is a single reporting unit. The carrying amount of goodwill at December 31, 2015 and 2014 was $151,716 and $125,515, respectively.

The Company has an option to make a qualitative assessment of its reporting unit’s goodwill for impairment. If the Company chooses to perform a qualitative assessment and determines that the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. If the Company chooses not to perform a qualitative assessment, it performs an impairment test for goodwill using a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. If a Step 2 analysis is required, the Company allocates the estimated fair value of the reporting unit to its assets and liabilities, including intangible assets. The residual amount, following this allocation process, is deemed to be the implied fair value of the goodwill. Fair value is determined by using management’s expectations of cash flows in the next five years plus an expected residual value; a discount factor, approximating the weighted-average cost of capital using market participant assumptions; and cash expected to be paid for federal and state income taxes. An impairment charge is recorded to the extent the carrying value of the goodwill exceeds its implied fair value. The Company’s Step 1 impairment analysis of goodwill under ASC 350 did not result in any impairment for any periods presented.

Fair Value Measurements

Fair Value Measurements

The methods and assumptions used to estimate fair value are as follows:

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities:

The carrying amounts approximate fair value because of the short maturity of these instruments.

Long-term debt, excluding capital leases and financing obligations:

The fair value of the senior secured term loan is estimated based on quoted market prices on the date of measurement. See Note 8—Debt.

Assets acquired and liabilities assumed in business combinations:

See Note 4—Acquisitions for fair value of assets acquired.

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 seasonality of the business, with significant revenues and cash-flow being 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 assets’ 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.

For the years ended December 31, 2015, 2014 and 2013, the Company recorded impairment charges from continuing operations of $7,529, $3,212 and $3,726, respectively, that were primarily a result of deterioration in the full-year operating results of certain theatres, the result of continued deterioration of certain previously impaired theatres, a decline in the market value of a previously closed theatre and competition in the market where the Company operates one theatre. See Note 3—Impairment of Property and Equipment.

Deferred Revenue

Deferred Revenue

Deferred revenue relates primarily to the amount the Company received for entering into the long-term exhibition agreement with Screenvision Exhibition, Inc. (“Screenvision”) in October 2010 as described in Note 13- Screenvision Transaction, cash received from the sale of discount tickets and gift cards and amounts received in connection with vendor marketing programs. Deferred revenue related to the sale of discount tickets and gift cards are recognized as revenue as described in this Note 2 under “Revenue Recognition.” The amount the Company received for entering in the long-term exhibition agreement with Screenvision will be amortized to concessions and other revenue over the 30 year term of the agreement.

Discontinued Operations

Discontinued Operations

Prior to the Company’s adoption of Accounting Standards Update (“ASU”) 2014-8 (“ASU 2014-8”), 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 consolidated statements of operations. See Note 15—Discontinued Operations.

Income Taxes

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, limitations imposed by The Internal Revenue Code, and tax strategies. When the indications are that realization is not more likely than not, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion is made.

The accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Interest and penalties related to unrecognized tax benefits are recorded in interest expense and general and administrative expenses, respectively, in the Company’s consolidated statements of operations. See Note 11—Income Taxes.

Advertising

Advertising

Advertising costs are expensed as incurred and included in film exhibition costs in the accompanying consolidated statements of operations. Advertising expenses totaled $2,452, $2,927 and $2,674 in 2015, 2014 and 2013, respectively.

Concession Costs

Concession Costs

The Company records payments from vendors as a reduction of concession costs when earned.

Loyalty Program

Loyalty Program

Members of the Carmike Rewards program earn points for each dollar spent on admissions and concessions at our theatres and earn concession or ticket awards once designated point thresholds have been met. We believe that the value of the awards granted to our Carmike Rewards members is insignificant compared to the value of the transactions necessary to earn the award. The Company records the estimated incremental cost of providing the awards based on the points earned by the members. The Carmike Rewards program commenced on October 1, 2010 and the costs of awards earned for the years ended December 31, 2015, 2014 and 2013 are not significant to our consolidated financial statements.

Stock Based Compensation

Stock Based Compensation

Compensation expense for all stock-based compensation benefits is recognized over the requisite service period at the estimated fair value of the award at grant date. See Note 12—Stockholders’ Equity for a description of the Company’s stock plans and related disclosures.

Leases

Leases

The Company operates most of its theatres under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years, and classifies these as operating, capital or financing based on an assessment at lease inception or renewal and when a modification is made to a lease. These leases generally provide for the payment of fixed monthly rentals, property taxes, common area maintenance, insurance, repairs and some of these leases provide for escalating payments over the lease period. The Company, at its option, can renew most of its leases at defined or then fair rental rates over varying periods. The Company generally does not consider the exercise of the renewal options as reasonably assured at lease inception for purposes of evaluating lease classification.

Several leases have a contingent component called percentage rent within the lease agreement. Percentage rent is generally based on a percentage of revenue in excess of a stated annual minimum as described within the lease. The Company recognizes contingent rent expense prior to achievement of the fixed breakpoint when it becomes probable that the breakpoint will be achieved. Contingent payments under capital leases and arrangements accounted for as financing obligations are charged to interest expense.

For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term, beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease. The portion of our deferred rent liability that will be amortized to rent expense beyond one year is classified in other long-term liabilities. In some leases, the Company funded costs to the benefit of the landlord, which have been recorded as prepaid rent and amortized over the term of the lease on a straight-line basis.

For leases that are classified as capital leases, the property is recorded as a capital lease asset and a corresponding amount is recorded as a capital lease obligation in an amount equal to the lesser of the present value of minimum lease payments to be made over the lease life or the fair value of the property being leased. The Company amortizes its capital lease assets on a straight-line basis over the lesser of the lease term or the economic life of the property. The Company allocates each minimum lease payment between a reduction of the lease obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

On certain leases the Company is involved with the construction of the building (typically on land owned by the landlord). When the Company is the deemed owner of the project for accounting purposes, the Company records the amount of total project costs incurred during the construction period. At completion of the construction project, the Company evaluates whether the transfer to the landlord/owner meets the requirements for sale-leaseback treatment. If it does not meet such requirements, which is typical, the Company records amounts funded by or received from the landlord as a financing obligation. Payments under such leases are bifurcated between the ground rent on the land, which is considered to be an operating lease, and payments for the building portion which is a financing obligation. The Company then allocates the lease payment for the building portion between a reduction of the financing obligation and interest expense, yielding a fixed rate of interest throughout the lease obligation.

In certain leases, the last payment at the end of the lease term is settled by a transfer of the property to the landlord in settlement of the remaining financing obligation. The amount of amortization of the asset and the financing obligation is structured at the outset such that the remaining residual book value of the asset is always equal to or less than the remaining financing obligation at the end of the lease term. If the remaining financing obligation is greater than the residual book value at the end of the lease term, the Company will recognize a gain at the end of the lease term.

Debt Issuance Costs

Debt Issuance Costs

Debt issuance costs are amortized to interest expense using the effective interest method over the life of the related debt. Debt issuance costs related to the Senior Secured Notes are recorded as a reduction to the associated long-term debt, and debt issuance costs related to the Credit Facility are included in other non-current assets.

Commitments and Contingencies

Commitments and Contingencies

In accordance with ASC 450, liabilities for loss contingencies arising from claims, assessments, litigation and other sources are recorded when it is probable that a liability has been incurred and the amount of the claim, assessment or damages can be reasonably estimated. Otherwise the Company expenses these costs as incurred. Depending on the nature of the charge, these expenses are recorded in other theatre operating costs or general and administrative charges in the Company’s consolidated statements of operations.

Investments in Unconsolidated Affiliates

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates over which the Company has significant influence are accounted for under the equity method of accounting. The investments are carried at the cost of acquisition, including subsequent capital contributions by the Company, plus the Company’s equity in undistributed earnings or losses since acquisition. See Note 14—Investments in Unconsolidated Affiliates. The Company regularly reviews its equity method investments for impairment, including when the carrying amount of an investment exceeds its related fair value. The Company evaluates information such as budgets, business plans and financial statements of its equity method investees in determining whether an other-than-temporary decline in value exists. Factors indicative of an other-than-temporary decline include, among others, recurring operating losses and defaults on credit agreements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-8, Presentation of Financial Statements and Property Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-8 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 2014-8, 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 was 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 adopted this ASU during its second fiscal quarter of 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 2014-9, Revenue from Contracts with Customers. ASU 2014-9 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification Topic No. 605, “Revenue Recognition,” most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. In August 2015, the FASB issues ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. The Company is currently evaluating the potential impact of adopting this guidance, but due to the nature of its operations does not believe that it will have a significant impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern. ASU 2014-15 provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations: Pushdown Accounting. The amendments in ASU 2014-17 provide an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon a change in control event. An acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments became effective upon issuance of the ASU. ASU 2014-17 did not have a material impact on the Company’s consolidated financial statements.

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Property, Plant and Equipment

Depreciation and amortization is computed on a straight-line basis as follows:

Buildings and building improvements	15-30 years
Leasehold improvements	15-30 years	*
Assets under capital leases	11-25 years	*
Equipment	5-15 years

* Based on the lesser of the useful life of the asset or the term of the applicable lease.

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Impairment of Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Summary of Impairment of Property and Equipment

The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.

	Year ended December 31,
	2015		2014		2013
Continuing Operations:
Theatre properties	$	6,311	$	2,845	$	3,528
Equipment	1,218		367		198
Impairment of long-lived assets	$	7,529	$	3,212	$	3,726
Discontinued Operations:
Theatre properties	$	—	$	—	$	122
Equipment	—		—		21
Impairment of long-lived assets	$	—	$	—	$	143

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Sundance Cinemas, LLC [Member]

Business Acquisition [Line Items]

Summary of the 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 Sundance based on the fair value of the net assets acquired at the acquisition date.

Purchase price, net of cash received	$	35,713
Working capital adjustment	130
Total purchase price	$	35,843
Accounts receivable	$	156
Inventory	173
Other current assets	511
Property and equipment	10,022
Intangible assets	200
Other assets	464
Deferred tax assets	1,444
Accounts payable	(870		)
Accrued expenses	(852		)
Other liabilities	(520		)
Net assets acquired	10,728
Goodwill	25,115
Purchase Price	$	35,843

Summary of Selected Unaudited Pro Forma Results of Operations Information

	Pro Forma Year Ended December 31,
	2015		2014
Revenues	$	822,359	$	713,171
Operating income	$	66,308	$	43,030
Net income (loss)	$	473	$	(6,956	)
Income (loss) per share:
Basic	$	0.02	$	(0.30	)
Diluted	$	0.02	$	(0.30	)

Digital Cinema Destinations Corp [Member]

Business Acquisition [Line Items]

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

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	$	58,004
Accounts receivable	396
Other current assets	534
Property and equipment	25,126
Intangible assets	2,190
Other assets	521
Deferred tax assets	9,716
Accounts payable	(3,347		)
Accrued expenses	(3,730		)
Unfavorable lease obligations	(5,980		)
Capital leases assumed	(850		)
Assumption of Northlight term loan	(9,099		)
Other liabilities	(630		)
Net assets acquired	14,847
Goodwill	$	43,157

Summary of the Preliminary Purchase Price

The following table summarizes the 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	$	47,274
Cash settlement of Start Media joint venture	10,978
Cash settlement of shares held in escrow	181
Total acquisition consideration	$	58,433

Summary of Selected Unaudited Pro Forma Results of Operations Information

	Pro Forma Year Ended December 31,
	2014			2013
Revenues	$	733,923		$	677,468
Operating income	$	40,763		$	59,676
Net (loss) income	$	(11,716	)	$	3,941
(Loss) income per share:
Basic	$	(0.50	)	$	0.20
Diluted	$	(0.50	)	$	0.20

Muvico Entertainment, L.L.C [Member]

Business Acquisition [Line Items]

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

The following table summarizes the 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	3,469
Current liabilities	(2,068		)
Other liabilities	(1,150		)
Net assets acquired	26,044
Goodwill	24,415
Purchase price	$	50,459

Summary of Selected Unaudited Pro Forma Results of Operations Information

	Pro Forma Year Ended December 31,
	2013		2012
Revenues	$	699,826	$	603,243
Operating income	$	60,163	$	58,882
Net income	$	4,692	$	97,595
Income per share:
Basic	$	0.24	$	6.19
Diluted	$	0.23	$	6.07

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Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

At December 31, 2015 and 2014, prepaid expenses and other current assets consisted of the following:

	December 31,
	2015		2014
Prepaid rent	$	11,226	$	10,885
Prepaid taxes	3,746		2,909
Other	5,110		4,337
	$	20,082	$	18,131

At December 31, 2015 and 2014, other assets are as follows:

	December 31,
	2015		2014
Deposits and insurance binders	$	4,903	$	4,968
Deferred financing costs	4,835		4,956
Prepaid rent	2,688		2,604
Debt issuance costs, net of amortization	1,747		148
Other	726		868
	$	14,899	$	13,544

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Goodwill and Other Intangibles (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill and Other Intangible Assets Acquired

At December 31, 2015 and 2014, intangible assets consisted of the following:

	Weighted-Average Period (In Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
As of December 31, 2015
Intangible assets:
Lease related intangibles	4.2	$	3,612	$	(1,206	)	$	2,406
Non-compete agreements	0.1	30		(21		)	9
Trade names	0.6	750		(569		)	181
Total intangible assets	4.9	$	4,392	$	(1,796	)	$	2,596
As of December 31, 2014
Intangible assets:
Lease related intangibles	6.8	$	3,621	$	(825	)	$	2,796
Non-compete agreements	0.1	30		(16		)	14
Trade names	0.7	750		(553		)	197
Total intangible assets	7.6	$	4,401	$	(1,394	)	$	3,007

Schedule of Changes in the Carrying Amount of Goodwill

The following table discloses the changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014:

	2015
	December 31, 2014			Additions		Impairments		December 31, 2015
Goodwill, gross	$	163,755		$	26,201	$	—	$	189,956
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	125,515		$	26,201	$	—	$	151,716

	2014
	December 31, 2013			Additions		Impairments		December 31, 2014
Goodwill, gross	$	112,617		$	51,138	$	—	$	163,755
Accumulated impairment losses	(38,240		)	—		—		(38,240		)
Total goodwill, net	$	74,377		$	51,138	$	—	$	125,515

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Assets

At December 31, 2015 and 2014, prepaid expenses and other current assets consisted of the following:

	December 31,
	2015		2014
Prepaid rent	$	11,226	$	10,885
Prepaid taxes	3,746		2,909
Other	5,110		4,337
	$	20,082	$	18,131

At December 31, 2015 and 2014, other assets are as follows:

	December 31,
	2015		2014
Deposits and insurance binders	$	4,903	$	4,968
Deferred financing costs	4,835		4,956
Prepaid rent	2,688		2,604
Debt issuance costs, net of amortization	1,747		148
Other	726		868
	$	14,899	$	13,544

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Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Components of Debt

Debt consisted of the following as of December 31, 2015 and 2014:

	December 31,
	2015			2014
Senior secured notes	$	230,000		$	210,000
Revolving credit facility	—			—
Unamortized debt issuance costs	(6,594		)	(4,795		)
Total debt	223,406			205,205
Current maturities	—			—
	$	223,406		$	205,205

Summary of Future Maturities of Long Term Debt Obligations

At December 31, 2015, the Company’s future maturities of long-term debt obligations are as follows:

	2016		2017		2018		2019		2020		Thereafter		Total
Senior secured notes	$	—	$	—	$	—	$	—	$	—	$	230,000	$	230,000

Fair Value of Senior Secured Notes Based on Quoted Market Prices

The fair value of the Senior Secured Notes at December 31, 2015 and 2014 are Level 2 estimates within the fair value hierarchy prescribed by ASC 820 Fair Value Measurements and is estimated based on quoted market prices as follows:

	Year ended December 31,
	2015		2014
Carrying amount, net	$	230,000	$	210,000
Fair value	$	234,600	$	222,600

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Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Summary of Accrued Expenses

At December 31, 2015 and 2014, accrued expenses consisted of the following:

	December 31,
	2015		2014
Accrued salaries	$	7,208	$	6,319
Sales taxes	6,549		4,332
Property taxes	5,943		6,259
Accrued rents	4,622		4,182
Accrued insurance	3,103		2,920
Accrued interest	678		1,979
Other accruals	3,996		6,572
	$	32,099	$	32,563

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Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Other Liabilities Disclosure [Abstract]

Other Liabilities

At December 31, 2015 and 2014, other liabilities consisted of the following:

	December 31,
	2015		2014
Deferred rent	$	17,084	$	14,673
Unfavorable lease liability	11,457		12,907
Other	3,514		3,491
	$	32,055	$	31,071

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Tax Expense (Benefit) from Continuing Operations

Income tax expense (benefit) from continuing operations is summarized as follows:

	Year ended December 31,
	2015			2014			2013
Current:
Federal	$	167		$	(8,856	)	$	1,681
State	(57		)	372			773
Deferred:
Federal	670			4,973			1,702
State	2,676			2,104			1,948
Total income tax expense (benefit)	$	3,456		$	(1,407	)	$	6,104

Schedule of Income Tax Reconciliation

The consolidated income tax provision was different from the amount computed using the U.S. statutory income tax rate for the following reasons:

	Year ended December 31,
	2015			2014			2013
Pre-tax (loss) income from continuing operations	$	(2,120	)	$	(10,663	)	$	10,008
Federal tax (benefit) expense, at statutory rates	(742		)	(3,732		)	3,503
State tax expense, net of federal tax effects	842			13			1,748
Entity restructuring reduction in state deferred tax assets	—			1,597			—
Non-deductible transaction costs	102			849			—
Permanent non-deductible expenses	223			203			241
Impact of equity investment income at statutory tax rate	1,795			128			575
Change in state valuation allowance	860			—			—
Non-deductible executive compensation	508			—			—
Tax effect of uncertain tax position	4			(302		)	86
Employment credits	(100		)	(100		)	(276		)
Other	(36		)	(63		)	—
Reduction in gross deferred tax assets due to IRC Section 382 limitations	—			—			227
Total tax expense (benefit) from continuing operations	$	3,456		$	(1,407	)	$	6,104

Components of the Company's Deferred Tax Assets (Liabilities)

Components of the Company’s deferred tax assets (liabilities) are as follows:

	December 31,
	2015			2014
Tax basis of property, equipment and other assets over book basis	$	56,892		$	58,080
Net operating loss carryforwards	21,867			21,298
Deferred income	10,708			10,193
Deferred rent	7,305			6,515
Equity compensation accruals	4,155			3,894
Compensation and other accruals	3,293			2,842
Tax basis of goodwill and intangible property over book	779			1,881
Basis difference in investee	74			1,056
Alternative minimum tax credit carryforwards	2,087			779
Valuation allowance	(860		)	—
Total deferred tax asset	$	106,300		$	106,538

Balance Sheet Presentation of the Company's Deferred Income Taxes

The balance sheet presentation of the Company’s deferred income taxes is as follows:

	December 31,
	2015			2014
Current deferred tax assets	$	—		$	5,046
Current deferred tax liabilities	—			(355		)
Net current deferred tax assets	$	—		$	4,691
Non-current deferred tax assets	$	107,618		$	102,168
Non-current deferred tax liabilities	(458		)	(321		)
Net non-current deferred tax assets before valuation allowance	107,160			101,847
Valuation allowance against non-current deferred tax assets	(860		)	—
Net non-current deferred tax assets	$	106,300		$	101,847
Net deferred tax assets	$	106,300		$	106,538

Reconciliation of the Beginning and Ending Uncertain Tax Positions

A reconciliation of the beginning and ending uncertain tax positions is as follows:

Gross unrecognized tax benefits at January 1, 2013	$	2,678
Increases in tax positions for prior years	—
Decreases in tax positions for prior years	—
Increases in tax positions for current year	132
Settlements	—
Lapse in statute of limitations	(47		)
Gross unrecognized tax benefits at December 31, 2013	2,763
Increases in tax positions for prior years	43
Decreases in tax positions for prior years	—
Decreases in tax positions for current year	(210		)
Settlements	—
Lapse in statute of limitations	(2,429		)
Gross unrecognized tax benefits at December 31, 2014	167
Increases in tax positions for prior years	1
Decreases in tax positions for prior years	—
Increases in tax positions for current year	44
Settlements	—
Lapse in statute of limitations	(39		)
Gross unrecognized tax benefits at December 31, 2015	$	173

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Stockholders' Equity and Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Class of Treasury Stock

A summary of the Company's purchase of its common stock on a monthly basis during the three months ended December 31, 2015 is as follows:

	Total Number of Shares Purchased	Average Price per Share		Total Number of Cumulative Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
2015	188,119	$	22.44	188,119	$	45,778
	188,119	$	22.44

Summary of Option Activity for Stock Options

The following table sets forth the summary of activity for restricted stock grants for the year ended December 31, 2015:

	2015				2014				2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested at beginning of year	559,774		$	17.35	573,353		$	12.51	458,981		$	10.85
Granted	184,492		$	33.13	138,855		$	29.44	215,800		$	15.77
Vested	(355,472	)	$	14.61	(128,437	)	$	8.80	(97,928	)	$	11.78
Forfeited	—		$	—	(23,997	)	$	17.44	(3,500	)	$	15.66
Nonvested at end of year	388,794		$	27.34	559,774		$	17.35	573,353		$	12.51

The following table sets forth the summary of option activity for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	600,000		$	8.65	5.1	10,574
Granted	—		$	—	—	$	—
Exercised	(50,000	)	$	8.38	—	$	1,026
Expired	—		$	—	—	—
Forfeited	—		$	—	—	$	—
Outstanding at December 31, 2015	550,000		$	8.67	4.1	$	7,848
Exercisable on December 31, 2015	550,000		$	8.67	4.1	$	7,848
Expected to vest at December 31, 2015	—		$	—	—	$	—

Summary of Activity for Restricted Stock Grants

The following table sets forth the summary of option activity for Company’s stock options with market condition vesting for the year ended December 31, 2015:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at January 1, 2015	100,000		$	25.95	2.28	$	32
Granted	—		—		—	—
Exercised	(26,666	)	25.95		—	$	76
Forfeited	—		—		—	—
Outstanding at December 31, 2015	73,334		$	25.95	1.28	$	—
Exercisable on December 31, 2015	40,000		$	25.95	1.28	$	—
Expected to vest at December 31, 2015	—		$	—	—	$	—

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Screenvision Transaction (Tables)

12 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [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 years ended December 31, 2015 and 2014 are as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2014	$	6,188
Equity loss of SV Holdco	(1,992		)
Balance at December 31, 2014	$	4,196
Balance at January 1, 2015	$	4,196
Equity income of SV Holdco	2,761
Balance at December 31, 2015	$	6,957
Deferred revenue	SV Holdco
Balance at January 1, 2014	$	32,984
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2014	$	31,827
Balance at January 1, 2015	$	31,827
Amortization of up-front payment	(946		)
Amortization of Class C units	(211		)
Balance at December 31, 2015	$	30,670

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Investment in Unconsolidated Affiliates (Tables)

12 Months Ended

Dec. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Combined Financial Information of Unconsolidated Affiliated Companies

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

	December 31,
	2015		2014
Assets:
Current assets	$	67,559	$	56,709
Noncurrent assets	119,240		127,657
Total assets	$	186,799	$	184,366
Liabilities:
Current liabilities	$	42,765	$	50,756
Noncurrent liabilities	57,539		66,429
Total liabilities	$	100,304	$	117,185

	Year Ended
	2015		2014			2013
Results of operations:
Revenue	$	164,888	$	157,722		$	162,432
Operating income (loss)	$	465	$	(14,915	)	$	(1,715	)
Income (loss) from continuing operations	$	19,104	$	(13,636	)	$	(2,900	)
Net income (loss)	$	19,104	$	(13,636	)	$	(2,900	)

Summary of Activity in Income from Unconsolidated Affiliates

A summary of activity in income from unconsolidated affiliates is as follows:

	Year ended December 31,
Income from unconsolidated affiliates	2015		2014			2013
Income (loss) from unconsolidated affiliates	$	3,206	$	(1,604	)	$	(161	)
Elimination of intercompany revenue	1,922		1,970			1,804
Income from unconsolidated affiliates	$	5,128	$	366		$	1,643

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2015

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 years ended December 31, 2015, 2014, and 2013:

	For the year ended December 31,
	2015		2014			2013
Revenue from discontinued operations	$	—	$	1		$	3,151
Operating (loss) income before taxes	$	—	$	(86	)	$	(460	)
Income tax benefit from discontinued operations	—		34			184
Gain on disposal, before taxes	—		—			803
Income tax expense on disposal	—		—			(321		)
(Loss) income from discontinued operations	$	—	$	(52	)	$	206

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Summary of Future Capital Lease, Operating Lease and Financing Lease Obligation

At December 31, 2015, payments required on operating leases, capital leases and financing obligations are as follows:

	Operating Leases		Capital Leases			Financing Obligations
2016	$	89,228	$	6,424		$	33,756
2017	80,089		6,761			35,803
2018	77,360		6,131			37,255
2019	73,866		5,013			36,564
2020	74,991		4,164			42,389
Thereafter	456,396		13,381			213,007
Total minimum lease payments	$	851,930	41,874			398,774
Less amounts representing interest ranging from 3.6% to 19.6%			(17,294		)	(192,061		)
Present value of future minimum lease payments			24,580			206,713
Less current maturities			(2,983		)	(6,995		)
Long-term obligations			$	21,597		$	199,718

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Net (Loss) Income Per Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Summary of Basic Net (Loss) Income Per Common Share

Basic net (loss) income per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. As a result of the Company’s net losses for the years ended December 31, 2015 and 2014, all common stock equivalents aggregating 419 and 620, respectively, were excluded from the calculation of diluted loss per share for that year given their anti-dilutive effect. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus common stock equivalents for each period.

	Year ended December 31,
	2015			2014			2013
Weighted average shares outstanding	24,671			23,552			19,794
Less: restricted stock issued	(76		)	(160		)	(254		)
Basic divisor	24,595			23,392			19,540
Dilutive shares:
Restricted stock awards	—			—			239
Stock options	—			—			272
Diluted divisor	24,595			23,392			20,051
Net (loss) income	$	(448	)	$	(8,942	)	$	5,753
Net (loss) income per share:
Basic	$	(0.02	)	$	(0.38	)	$	0.29
Diluted	$	(0.02	)	$	(0.38	)	$	0.29

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Quarterly Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Income Statement Including Basic and Diluted Earning Per Share

	1st Quarter (1)		2nd Quarter (1) (2)			3rd Quarter (1)			4th Quarter (1)(3)		Total
Year ended December 31, 2015
Total revenues from continuing operations	$	184,334	$	219,099		$	180,241		$	220,694	$	804,368
Operating income from continuing operations	11,980		26,887			2,800			23,721		65,388
Net (loss) income	$	391	$	(1,445	)	$	(6,257	)	$	6,863	$	(448	)
Net (loss) income per common share:
Basic	$	0.02	$	(0.06	)	$	(0.26	)	$	0.28	$	(0.02	)
Diluted	$	0.02	$	(0.06	)	$	(0.26	)	$	0.27	$	(0.02	)

	1st Quarter			2nd Quarter		3rd Quarter (1)			4th Quarter (1)			Total
Year ended December 31, 2014
Total revenues from continuing operations	$	158,924		$	182,987	$	162,631		$	185,387		$	689,929
Operating income from continuing operations	8,079			18,740		2,422			11,803			41,044
Net income (loss)	$	(3,164	)	$	3,222	$	(6,757	)	$	(2,243	)	$	(8,942	)
Net income (loss) per common share:
Basic	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)
Diluted	$	(0.14	)	$	0.14	$	(0.29	)	$	(0.09	)	$	(0.38	)

(1) In connection with the asset impairment valuations, the Company recognized additional impairment charges attributable to underperforming assets in each quarter of 2015 of $1,389, $481, $1,388 and $4,271, respectively, and the third and fourth quarter of 2014 of $1,198 and $1,655, respectively.

(2) In connection with the refinancing of the Company's $210,000 Senior Secured Notes, the Company recorded a loss on extinguishment of debt of $17,550 in the second quarter of 2015.

(3) In connection with the recognition of revenue related to gifts cards not expected to be redeemed, the Company recorded revenues of $3,055 in the fourth quarter of 2015 (as discussed further in Note 2 to the Consolidated Financial Statements).

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Organization, Nature of Business and Basis of Presentation - Additional Information (Detail)	Dec. 31, 2015 Theatre State
Accounting Policies [Abstract]
Number of theatres owns	275
Number of states | State	41
Number of films show	260
Films on first-run basis are discount theatres	15

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Significant Accounting Policies - Additional Information (Detail)	3 Months Ended						12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2015 USD ($) Theatre Segment	Dec. 31, 2014 USD ($) Theatre	Dec. 31, 2013 USD ($)
Significant Accounting Policies [Line Items]
Revenue recognized related to unredeemed gift cards and other advanced sale certificates	$ 3,055,000						$ 3,581,000	$ 1,081,000	$ 500,000
Number of operating segment | Segment							1
Credit and debit transaction, amount due from bank	4,580,000				$ 3,128,000		$ 4,580,000	3,128,000
Allowance for doubtful accounts	0				0		0	0
Building and building improvements under financing lease at cost	955,088,000				939,881,000		955,088,000	939,881,000
Accumulated depreciation	470,482,000				438,378,000		470,482,000	438,378,000
Goodwill	151,716,000				125,515,000		151,716,000	125,515,000	74,377,000
Impairment charges	4,271,000	$ 1,388,000	$ 481,000	$ 1,389,000	1,655,000	$ 1,198,000	$ 7,529,000	$ 3,212,000	3,726,000
Number of operating theaters | Theatre							1	1
Deferred revenue amortization period							30 years
Advertising expenses							$ 2,452,000	$ 2,927,000	$ 2,674,000
Building and Building Improvements Under Finance Lease [Member]
Significant Accounting Policies [Line Items]
Building and building improvements under financing lease at cost	148,245,000				152,244,000		148,245,000	152,244,000
Accumulated depreciation	$ 45,933,000				$ 41,409,000		$ 45,933,000	$ 41,409,000
Minimum [Member]
Significant Accounting Policies [Line Items]
Film exhibition cost accrual period							30 days
Settlement completion period of film exhibition							3 weeks
Non cancellable lease agreement, initial lease term							15 years
Maximum [Member]
Significant Accounting Policies [Line Items]
Film exhibition cost accrual period							60 days
Settlement completion period of film exhibition							4 weeks
Non cancellable lease agreement, initial lease term							20 years

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Significant Accounting Policies - Schedule of Useful Life of Plant and Property (Detail)	12 Months Ended
	Dec. 31, 2015
Buildings and Building Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	15 years
Buildings and Building Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	30 years
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	15 years
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	30 years
Assets Under Capital Leases [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	11 years
Assets Under Capital Leases [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	25 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	5 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life of assets	15 years

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Impairment of Property and Equipment - Additional Information (Detail) $ in Thousands	3 Months Ended						12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2015 USD ($) Theatre	Dec. 31, 2014 USD ($) Theatre	Dec. 31, 2013 USD ($)
Property, Plant and Equipment [Line Items]
Impairment charges	$ 4,271	$ 1,388	$ 481	$ 1,389	$ 1,655	$ 1,198	$ 7,529	$ 3,212	$ 3,726
Estimated aggregate fair value of long-lived assets impaired							15,200	3,939	4,823
Impairment charges on theaters using valuation inputs							3,412	784	2,758
Impairment charges on theaters impaired on prior years using valuation inputs							3,486	$ 2,428	361
Impairment Of Long Lived Assets Held For Use Decline in Market Value							$ 631		$ 750
Number of operating theaters where competition entered the market | Theatre							1	1
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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Impairment of Property and Equipment - Summary of Impairment of Property and Equipment (Detail) - USD ($) $ in Thousands	3 Months Ended						12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Continuing Operations:
Impairment of long-lived assets	$ 4,271	$ 1,388	$ 481	$ 1,389	$ 1,655	$ 1,198	$ 7,529	$ 3,212	$ 3,726
Discontinued Operations:
Impairment of long-lived assets							0	0	143
Theatre Properties [Member]
Continuing Operations:
Impairment of long-lived assets							6,311	2,845	3,528
Discontinued Operations:
Impairment of long-lived assets							0	0	122
Equipment [Member]
Continuing Operations:
Impairment of long-lived assets							1,218	367	198
Discontinued Operations:
Impairment of long-lived assets							$ 0	$ 0	$ 21

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Acquisitions - Additional Information (Detail)								12 Months Ended
	Oct. 06, 2015 USD ($) Theatre screen	Sep. 26, 2014 USD ($) Theatre Screens	Aug. 22, 2014 Theatre Screens	Aug. 15, 2014 USD ($) Theatre States Screens shares	Nov. 19, 2013 USD ($) Entertainment_Complexes States Screens	Aug. 16, 2013 USD ($) Theatre Screens	Oct. 21, 2011 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) Theatre Screens	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Goodwill recognized								$ 151,716,000	$ 125,515,000	$ 74,377,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life								5 years
Cash consideration paid less cash amounts received								$ 35,713,000	16,146,000	42,928,000
Leases and financing obligations assumed								221,315,000	$ 230,203,000
Cinemark USA, Inc. [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre									3
Digital Cinema Destinations Corp [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre				2
Business acquisition, cash paid held in escrow				$ 181,000
Business acquisition, share held in escrow | shares				30,000
Sundance Cinemas, LLC [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre	5
Business acquisition number of screen acquired | screen	37
Business acquisition cash paid	$ 35,842,000
Goodwill recognized	25,115,000
Intangible assets	200,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities	520,000
Acquisition cost related to professional fees								300,000
Cash consideration paid less cash amounts received	35,713,000
Business acquisition, revenue recorded								7,394,000
Business acquisition, net (loss) income recognized								668,000
Working capital adjustment	130,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	$ 2,242,000
Cinemark USA, Inc. [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre						3
Business acquisition number of screen acquired | Screens						52
Goodwill changes during period									$ 11,203,000
Cash consideration paid less cash amounts received						$ 10,500,000
Leases and financing obligations assumed						$ 5,431,000
Muvico Entertainment, L.L.C [Member]
Business Acquisition [Line Items]
Business acquisition number of screen acquired | Screens					147
Number of states in which acquired business operated | States					3
Goodwill recognized					$ 24,415,000
Goodwill changes during period								$ 0
Acquisition cost related to professional fees									2,038,000
Number of entertainment complexes acquired | Entertainment_Complexes					9
Cash consideration paid less cash amounts received					$ 30,608,000
Leases and financing obligations assumed					19,101,000
Goodwill amortization period								15 years
Maximum amount of future reimbursement of fair value under contingent consideration					$ 750,000
Non-cash consideration representing liabilities, total								$ 22,319,000
Business acquisition, revenue recorded								64,730,000	61,596,000	9,570,000
Business acquisition, net (loss) income recognized								$ 550,000	(248,000)	$ 995,000
MNM Theatres [Member]
Business Acquisition [Line Items]
Business combination, purchase price							$ 10,820,000
Contingent consideration performance valuation period								3 years
Business combination, Contingent consideration expense									849,000
MNM Theatres [Member] | Estimate of Fair Value Measurement [Member]
Business Acquisition [Line Items]
Fair value of contingent consideration							$ 1,570,000
Digital Cinema Destinations Corp [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre				21
Business acquisition number of screen acquired | Screens				206
Business combination share exchange ratio				0.1765
Assumption of Northlight term loan				$ 9,099,000
Business acquisition, cash paid				10,978,000
Business acquisition, cash paid held in escrow				181,000
Goodwill recognized				43,157,000
Goodwill changes during period								$ 668,000
Goodwill, Subsequent Recognition of Deferred Tax Asset								486,000
Property, Plant and Equipment, Transfers and Changes								668,000
Increase (Decrease) in Deferred Income Taxes								486,000
Intangible assets				2,190,000					2,190,000
Unfavorable lease obligations				5,980,000					$ 5,980,000
Weighted-average useful life before extension or renewal									6 years 1 month 6 days
Acquisition cost related to professional fees									$ 3,477,000
Business acquisition, revenue recorded								57,391,000	16,728,000
Business acquisition, net (loss) income recognized								$ 5,381,000	(197,000)
Business combination, purchase price				$ 58,433,000
Digital Cinema Destinations Corp [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Business combination share exchange ratio				0.1765
Aggregate common stock | shares				1,382,000
Digital Cinema Destinations Corp [Member] | UNITED STATES
Business Acquisition [Line Items]
Number of states in which acquired business operated | States				8
Pipeline Theatres [Member]
Business Acquisition [Line Items]
Business acquisition, number of theatres acquired | Theatre		2	1
Business acquisition number of screen acquired | Screens		18	10
Business acquisition cash paid		$ 5,400,000
Goodwill changes during period									$ 3,250,000
Pipeline Theatres [Member] | Digital Cinema Destinations Corp [Member]
Business Acquisition [Line Items]
Number of theatres agreed to acquire | Theatre									4
Number of screens agreed to acquire | Screens									33
Pipeline Theatres [Member] | Digital Cinema Destinations Corp [Member] | Start Media LLC Digiplex LLC (JV) [Member]
Business Acquisition [Line Items]
Percentage interest in joint venture				34.00%
Pipeline Theatres [Member] | Start Media LLC [Member] | Start Media LLC Digiplex LLC (JV) [Member]
Business Acquisition [Line Items]
Percentage interest in joint venture				66.00%
Business acquisition, cash paid				$ 10,978,000

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Acquisitions - Summary of the Preliminary Purchase Price (Detail) $ / shares in Units, $ in Thousands	Aug. 15, 2014 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Number of shares of Digiplex common stock outstanding at August 15, 2014 | shares		24,598,206	24,420,032
Estimated fair value of 1.4 million common shares issued per merger agreement		$ 0	$ 47,274	$ 0
Digital Cinema Destinations Corp [Member]
Business Acquisition [Line Items]
Number of shares of Digiplex common stock outstanding at August 15, 2014 | shares	7,832,000
Exchange ratio	0.1765
Estimated fair value of 1.4 million common shares issued per merger agreement	$ 47,274
Cash settlement of Start Media joint venture	10,978
Cash settlement of shares held in escrow	181
Total acquisition consideration	$ 58,433
Digital Cinema Destinations Corp [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Exchange ratio	0.1765
Number of shares of Carmike common stock—as exchanged | shares	1,382,000
Carmike common stock price on August 15, 2014 | $ / shares	$ 34.20

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Acquisitions - Summary of the Purchase Price and Purchase Price Allocation Based on Fair Value of Net Assets Acquired, Sundance (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 06, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Cash consideration paid less cash amounts received		$ 35,713	$ 16,146	$ 42,928
Inventories		5,115	3,733
Goodwill		$ 151,716	$ 125,515	$ 74,377
Sundance Cinemas, LLC [Member]
Business Acquisition [Line Items]
Cash consideration paid less cash amounts received	$ 35,713
Working capital adjustment	130
Total purchase price	35,843
Accounts receivable	156
Inventories	173
Other current assets	511
Property and equipment	10,022
Intangible assets	200
Other assets	464
Deferred tax assets	1,444
Accounts payable	(870)
Accrued expenses	(852)
Other liabilities	(520)
Net assets acquired	10,728
Goodwill	25,115
Purchase Price	$ 35,843

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Acquisitions - Summary of the Purchase Price and Purchase Price Allocation Based on Fair Value of Net Assets Acquired, Digiplex (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Aug. 15, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 151,716	$ 125,515		$ 74,377
Digital Cinema Destinations Corp [Member]
Business Acquisition [Line Items]
Total purchase price, net of cash received			$ 58,004
Accounts receivable			396
Other current assets			534
Property and equipment			25,126
Intangible assets		2,190	2,190
Other assets			521
Deferred tax assets			9,716
Accounts payable			(3,347)
Accrued expenses			(3,730)
Unfavorable lease obligations		$ (5,980)	(5,980)
Capital leases assumed			(850)
Assumption of Northlight term loan			(9,099)
Other liabilities			(630)
Net assets acquired			14,847
Goodwill			$ 43,157

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Acquisitions - Summary of the Purchase Price and Purchase Price Allocation Based on Fair Value of Net Assets Acquired, Muvico (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 19, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Cash consideration paid less cash amounts received		$ 35,713	$ 16,146	$ 42,928
Leases and financing obligations assumed		221,315	230,203
Inventories		5,115	3,733
Goodwill		$ 151,716	$ 125,515	$ 74,377
Muvico Entertainment, L.L.C [Member]
Business Acquisition [Line Items]
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
Inventories	541
Other current assets	385
Property and equipment	24,867
Deferred tax assets	3,469
Current liabilities	(2,068)
Other liabilities	(1,150)
Net assets acquired	26,044
Goodwill	24,415
Purchase price	$ 50,459

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Acquisitions - Summary of Selected Unaudited Pro Forma Results of Operations Information (Detail) - Level 3 [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Sundance Cinemas, LLC [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 822,359	$ 713,171
Operating income	66,308	43,030
Net (loss) income	$ 473	$ (6,956)
Income (loss) per share:
Basic (in dollars per share)	$ 0.02	$ (0.30)
Diluted (in dollars per share)	$ 0.02	$ (0.30)
Digital Cinema Destinations Corp [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues		$ 733,923	$ 677,468
Operating income		40,763	59,676
Net (loss) income		$ (11,716)	$ 3,941
Income (loss) per share:
Basic (in dollars per share)		$ (0.50)	$ 0.20
Diluted (in dollars per share)		$ (0.50)	$ 0.20
Muvico Entertainment, L.L.C [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues		$ 699,826	$ 603,243
Operating income		60,163	58,882
Net (loss) income		$ 4,692	$ 97,595
Income (loss) per share:
Basic (in dollars per share)		$ 0.24	$ 6.19
Diluted (in dollars per share)		$ 0.23	$ 6.07

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Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid rent	$ 11,226	$ 10,885
Prepaid taxes	3,746	2,909
Other	5,110	4,337
Prepaid Expense and Other Assets, Current	$ 20,082	$ 18,131

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Goodwill and Other Intangibles - Summary of Goodwill and Other Intangible Assets Acquired (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-Average Period (In Years)	4 years 10 months 24 days	7 years 7 months 6 days
Gross Carrying Value	$ 4,392	$ 4,401
Accumulated Amortization	(1,796)	(1,394)
Net Carrying Value	$ 2,596	$ 3,007
Lease Related Intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-Average Period (In Years)	4 years 2 months 12 days	6 years 9 months 18 days
Gross Carrying Value	$ 3,612	$ 3,621
Accumulated Amortization	(1,206)	(825)
Net Carrying Value	$ 2,406	$ 2,796
Non-Compete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-Average Period (In Years)	1 month 6 days	1 month 6 days
Gross Carrying Value	$ 30	$ 30
Accumulated Amortization	(21)	(16)
Net Carrying Value	$ 9	$ 14
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-Average Period (In Years)	7 months 6 days	8 months 12 days
Gross Carrying Value	$ 750	$ 750
Accumulated Amortization	(569)	(553)
Net Carrying Value	$ 181	$ 197

XML

Goodwill and Other Intangible - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule Of Goodwill And Other Intangible Asset [Line Items]
Amortization of acquired intangible assets	$ 488	$ 231	$ 104
Amortization expenses of intangible assets, 2016	525
Amortization expenses of intangible assets, 2017	518
Amortization expenses of intangible assets, 2018	495
Amortization expenses of intangible assets, 2019	495
Amortization expenses of intangible assets, 2020	274
Amortization expenses of intangible assets, After 2020	$ 287
Weighted average useful life of intangible assets	4 years 10 months 24 days	7 years 7 months 6 days
Weighted Average [Member]
Schedule Of Goodwill And Other Intangible Asset [Line Items]
Weighted average useful life of intangible assets	4 years 10 months 24 days
Lease Related Intangibles [Member]
Schedule Of Goodwill And Other Intangible Asset [Line Items]
Impairment of Intangible Assets, Finite-lived	$ 120
Weighted average useful life of intangible assets	4 years 2 months 12 days	6 years 9 months 18 days

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Goodwill and Other Intangibles - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Goodwill gross, Beginning Balance	$ 163,755	$ 112,617
Goodwill gross, Additions	26,201	51,138
Goodwill gross, Impairments	0	0
Goodwill gross, Ending Balance	189,956	163,755
Accumulated impairment losses, Beginning Balance	(38,240)	(38,240)
Accumulated impairment losses, Additions	0	0
Accumulated impairment losses Impairments	0	0
Accumulated impairment losses, Ending Balance	(38,240)	(38,240)
Goodwill Net, Beginning balance	125,515	74,377
Goodwill Net, Additions	26,201	51,138
Goodwill Net, Impairments	0	0
Goodwill Net, Ending balance	$ 151,716	$ 125,515

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Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deposits and insurance binders	$ 4,903	$ 4,968
Deferred financing costs	4,835	4,956
Prepaid rent	2,688	2,604
Debt issuance costs, net of amortization	1,747	148
Other	726	868
Total other assets	$ 14,899	$ 13,544

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Debt - Components of Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (6,594)	$ (4,795)
Total debt	223,406	205,205
Current maturities	0	0
Total long-term debt	223,406	205,205
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes	230,000	210,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Senior secured notes	$ 0	$ 0

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Debt - Additional Information (Detail)	1 Months Ended	3 Months Ended	7 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	May. 31, 2015 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ 17,550,000		$ 17,550,000	$ 0	$ 0
Debt Pre Payment Penalty				11,600,000
Debt issuance costs	$ 1,900,000
Provisions in future incremental borrowings			$ 150,000,000	150,000,000
Amount available for dividend payments under restrictive covenants			176,000	$ 176,000
Minimum percentage of senior secured term loan for interest rate protection				25.00%
Maximum [Member]
Debt Instrument [Line Items]
Leverage ratio				3.00
Minimum [Member]
Debt Instrument [Line Items]
Leverage ratio				1.00
Default in payment of principal, (greater than)			10,000,000	$ 10,000,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	50,000,000	50,000,000	50,000,000	50,000,000
Maximum borrowing capacity prior limit							$ 25,000,000
Outstanding balance on the revolving credit facility			$ 0	0
Six Percent Senior Secured Notes [Member]
Debt Instrument [Line Items]
Debt issuance costs				$ 7,000,000
Percentage of principal amount, redemption price			106.00%	106.00%
Repurchase of senior secured notes purchase price percentage			101.00%	101.00%
Six Percent Senior Secured Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Percentage of aggregate principal amount, maximum redeemable				40.00%
Percentage of principal amount redeemed at redemption date				104.50%
Six Percent Senior Secured Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum percentage of aggregate principal amount outstanding, excluding the redemption date			60.00%	60.00%
Percentage of principal amount redeemed at redemption date				100.00%
Interest Rate Option, LIBOR Based [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Interest rate, margin added			2.75%
Commitment fees on unused portion of facility			0.50%
Interest Rate Option, Base Rate Based [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Interest rate, margin added			1.75%
Letter Of Credit Subfacility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 10,000,000	$ 10,000,000
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes, aggregate principal amount issued			$ 210,000,000	$ 210,000,000
Senior Secured Notes [Member] | Six Percent Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes, aggregate principal amount issued	$ 230,000,000	$ 230,000,000
Interest rate			6.00%	6.00%

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Debt - Summary of Future Maturities of Long Term Debt Obligations (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Total debt	$ 223,406	$ 205,205
Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
2016	0
2017	0
2018	0
2019	0
2020	0
Thereafter	230,000
Total debt	$ 230,000	$ 210,000

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Debt - Fair Value of Senior Secured Notes Based on Quoted Market Prices (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Carrying amount, net	$ 223,406	$ 205,205
Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Carrying amount, net	230,000	210,000
Fair value	$ 234,600	$ 222,600

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Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued salaries	$ 7,208	$ 6,319
Sales taxes	6,549	4,332
Property taxes	5,943	6,259
Accrued rents	4,622	4,182
Accrued insurance	3,103	2,920
Accrued interest	678	1,979
Other accruals	3,996	6,572
Total accrued expenses	$ 32,099	$ 32,563

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Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other Liabilities Disclosure [Abstract]
Deferred rent	$ 17,084	$ 14,673
Unfavorable lease liability	11,457	12,907
Other	3,514	3,491
Other Liabilities	$ 32,055	$ 31,071

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Income Taxes - Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current:
Federal	$ 167	$ (8,856)	$ 1,681
State	(57)	372	773
Deferred:
Federal	670	4,973	1,702
State	2,676	2,104	1,948
Total income tax expense (benefit)	$ 3,456	$ (1,407)	$ 6,104

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Income Taxes - Schedule of Income Tax Reconciliation (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Pre-tax (loss) income from continuing operations		$ (2,120)	$ (10,663)	$ 10,008
Federal tax (benefit) expense, at statutory rates		(742)	(3,732)	3,503
State tax expense, net of federal tax effects		842	13	1,748
Entity restructuring reduction in state deferred tax assets		0	1,597	0
Non-deductible transaction costs		102	849	0
Permanent non-deductible expenses		223	203	241
Impact of equity investment income at statutory tax rate		1,795	128	575
Change in state valuation allowance	$ 860	860	0	0
Non-deductible executive compensation		508	0	0
Tax effect of uncertain tax position		4	(302)	86
Employment credits		(100)	(100)	(276)
Other		(36)	(63)	0
Reduction in gross deferred tax assets due to IRC Section 382 limitations		0	0	227
Total income tax expense (benefit)		$ 3,456	$ (1,407)	$ 6,104

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Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Line Items]
Effective tax rate from continuing operations		114.90%	13.60%	52.40%
Annual limitation net operating loss	$ 1,700	$ 1,700
Net unrealized built in loss, recognition period		5 years
Deferred tax asset	106,300	$ 106,300	$ 106,538
Federal net operating loss carryforwards	51,839	51,839
State net operating loss carryforwards	58,110	58,110
Company's alternative minimum tax credit carryforward	2,087	2,087	779
Operating loss carryforwards, subject to limitation	787	787
Net deferred tax assets	107,160	107,160	106,538
Change in state valuation allowance	860	860	0	$ 0
Unrecognized tax benefits	173	173	167	2,763	$ 2,678
Income tax (benefit)		(3,456)	1,407	(6,104)
Portion of deferred tax assets related to previously unrecognized tax benefits		39	$ 2,429	$ 47
Muvico Entertainment, L.L.C [Member]
Income Taxes [Line Items]
Deferred tax asset	3,469	3,469
Digital Cinema Destinations Corp [Member]
Income Taxes [Line Items]
Deferred tax asset	9,716	9,716
Sundance Cinemas, LLC [Member]
Income Taxes [Line Items]
Deferred tax asset	$ 1,444	$ 1,444

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Income Taxes - Components of the Company's Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Tax basis of property, equipment and other assets over book basis	$ 56,892	$ 58,080
Net operating loss carryforwards	21,867	21,298
Deferred income	10,708	10,193
Deferred rent	7,305	6,515
Equity compensation accruals	4,155	3,894
Compensation and other accruals	3,293	2,842
Tax basis of goodwill and intangible property over book	779	1,881
Basis difference in investee	74	1,056
Alternative minimum tax credit carryforwards	2,087	779
Valuation allowance	(860)	0
Total deferred tax asset	$ 106,300	$ 106,538

XML

Income Taxes - Balance Sheet Presentation of the Company's Deferred Income Taxes (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Current deferred tax assets	$ 0	$ 5,046
Current deferred tax liabilities	0	(355)
Net current deferred tax assets	0	4,691
Non-current deferred tax assets	107,618	102,168
Non-current deferred tax liabilities	(458)	(321)
Net non-current deferred tax assets before valuation allowance	107,160	101,847
Valuation allowance against non-current deferred tax assets	(860)	0
Net non-current deferred tax assets	106,300	101,847
Net deferred tax assets	$ 106,300	$ 106,538

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Income Taxes - Reconciliation of the Beginning and Ending Uncertain Tax Positions (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Gross unrecognized tax benefits
Gross unrecognized tax benefits, Beginning balance	$ 167	$ 2,763	$ 2,678
Increases in tax positions for prior years	1	43	0
Decreases in tax positions for prior years	0	0	0
Decreases in tax positions for current year		210
Increases in tax positions for current year	44		132
Settlements	0	0	0
Lapse in statute of limitations	(39)	(2,429)	(47)
Gross unrecognized tax benefits, Ending balance	$ 173	$ 167	$ 2,763

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Stockholders' Equity and Share-Based Compensation - Additional Information (Detail)					1 Months Ended		12 Months Ended
	Aug. 15, 2014 shares	Jul. 01, 2014	Jul. 25, 2013 USD ($) $ / shares shares	Apr. 30, 2007 executives $ / shares shares	Feb. 29, 2016 USD ($) shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($) shares	Dec. 10, 2015 USD ($)	Aug. 16, 2013 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock			4,500,000
Common stock, price per share | $ / shares			$ 18.00
Common stock, shares authorized to the underwriters			675,000
Exercise period given to the underwriters			30 days
Common stock, shares authorized purchased by the underwriters						25,410,153	25,410,153	24,935,103			675,000
Net proceeds from the issuance of common stock | $			$ 88,043,000				$ 136,000	$ 55,000	$ 88,043,000
Shares available for future grants under 2014 Incentive Stock Plan						1,116,804	1,116,804
Compensation expense, recognition period							1 year 4 months 24 days
Stock-based compensation expense | $							$ 6,341,000	$ 4,909,000	$ 2,527,000
Total unrecognized compensation cost | $						$ 1,786,000	$ 1,786,000
Stock option expiration period				10 years			10 years
Options granted							0	0	0
Cash received from the options exercised | $							$ 1,111,000	$ 18,000	$ 125,000
Shares, aggregate grant date fair value of stock options | $ / shares				$ 1,430,000
Treasury Stock, Value, Acquired, Cost Method | $							$ 7,724,000	$ 1,651,000	$ 174,000
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock								2,000	5,175,000
Number of shares issued							6,000	0
Treasury Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Number of Shares Purchased							297,000	47,000	11,000
Treasury Stock, Value, Acquired, Cost Method | $							$ 7,724,000	$ 1,651,000	$ 174,000
Digital Cinema Destinations Corp [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business combination share exchange ratio	0.1765
Digital Cinema Destinations Corp [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business combination share exchange ratio	0.1765
Aggregate common stock	1,382,000
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%
Service Based Vesting Condition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based awards outstanding						550,000	550,000	600,000
Options granted							0
Fair value of options vested | $							$ 0	$ 608,000	588,000
Exercised, Aggregate Intrinsic Value | $							1,026,000	70,000	232,000
Cash received from the options exercised | $							419,000	18,000	125,000
Cash tax benefits realized from stock awards exercised | $							$ 390,000	28,000	88,000
2004 Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted				260,000,000
Shares, Exercise price | $ / shares				$ 25.95
Number of Senior Executives | executives				8
Percentage of stock options exercise price vested							33.00%
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period							3 years
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of options vested | $							$ 8,229,000	$ 4,091,000	$ 1,617,000
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period							3 years
Performance-based awards outstanding						193,891	193,891
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price percentage of common stock		90.00%
Number of shares issued							5,571,000	1,947,000
Number of shares available for future issuance						242,482,000	242,482,000
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
Share Repurchase Program [Domain]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchase Program, Authorized Amount | $										$ 50,000,000
Share Repurchase Program [Domain] | Treasury Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average Price per Share | $ / shares						$ 22.44	$ 22.44
Total Number of Shares Purchased						188,119	188,119,000
Treasury Stock, Value, Acquired, Cost Method | $						$ 4,222,000
Share Repurchase Program [Domain] | Subsequent Event [Member] | Treasury Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Number of Shares Purchased					116,487
Treasury Stock, Value, Acquired, Cost Method | $					$ 2,608,000

XML

Stockholders' Equity and Share-Based Compensation Stockholders' Equity and Share-Based Compensation - Summary of Share Repurchase (Detail) (Details) - Treasury Stock [Member] - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Total Number of Shares Purchased		297,000	47,000	11,000
Share Repurchase Program [Domain]
Class of Stock [Line Items]
Total Number of Shares Purchased	188,119	188,119,000
Average Price per Share	$ 22.44	$ 22.44
Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs	$ 45,778	$ 45,778

XML

Stockholders' Equity and Share-Based Compensation - Summary of Option Activity for Stock Options (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares, Granted	0	0	0
Service Based Vesting Condition [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares, Outstanding, Beginning Balance	600,000
Shares, Granted	0
Shares, Exercised	(50,000)
Shares, Expired	0
Shares, Forfeited	0
Shares, Outstanding, Ending Balance	550,000	600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 8.65
Weighted Average Exercise Price, Granted	0.00
Weighted Average Exercise Price, Exercised	8.38
Weighted Average Exercise Price, Expired	0.00
Weighted Average Exercise Price, Forfeited	0.00
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 8.67	$ 8.65
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Shares, Exercisable	550,000
Shares, Expected to vest	0
Weighted Average Exercise Price, Exercisable	$ 8.67
Weighted Average Exercise Price, Expected to vest	$ 0.00
Weighted Average Remaining Contractual Life (Yrs.), Outstanding	4 years 1 month 17 days	5 years 29 days
Weighted Average Remaining Contractual Life (Yrs.), Exercisable	4 years 1 month 17 days
Weighted Average Remaining Contractual Life (Yrs.), Expected to vest	0 years
Exercised, Aggregate Intrinsic Value	$ 1,026	$ 70	$ 232
Aggregate Intrinsic Value, Outstanding	7,848	$ 10,574
Aggregate Intrinsic Value, Exercisable	7,848
Aggregate Intrinsic Value, Expected to vest	$ 0

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Stockholders' Equity and Share-Based Compensation - Summary of Option Activity for Stock Options With Market Condition Vesting (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares, Granted	0	0	0
Market Based Vesting Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares, Outstanding, Beginning Balance	100,000
Shares, Granted	0
Shares, Expired	(26,666)
Shares, Forfeited	0
Shares, Outstanding, Ending Balance	73,334	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 25.95
Weighted Average Exercise Price, Granted	0.00
Weighted Average Exercise Price, Forfeited	25.95
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 25.95	$ 25.95
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 76
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Shares, Exercisable	40,000
Shares, Expected to vest	0
Weighted Average Exercise Price, Exercisable	$ 25.95
Weighted Average Exercise Price, Expected to vest	$ 0.00
Weighted Average Remaining Contractual Life (Yrs.), Outstanding	1 year 3 months 10 days	2 years 3 months 10 days
Weighted Average Remaining Contractual Life (Yrs.), Exercisable	1 year 3 months 10 days
Weighted Average Remaining Contractual Life (Yrs.), Expected to vest	0 years
Aggregate Intrinsic Value, Outstanding	$ 0	$ 32
Aggregate Intrinsic Value, Exercisable	0
Aggregate Intrinsic Value, Expected to vest	$ 0

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Stockholders' Equity and Share-Based Compensation - Summary of Activity for Restricted Stock Grants (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares, Nonvested, Beginning Balance	559,774	573,353	458,981
Shares, Granted	184,492	138,855	215,800
Shares, Vested	(355,472)	(128,437)	(97,928)
Shares, Forfeited	0	(23,997)	(3,500)
Shares, Nonvested, Ending Balance	388,794	559,774	573,353
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Nonvested, Beginning balance	$ 17.35	$ 12.51	$ 10.85
Weighted Average Grant Date Fair Value, Granted	33.13	29.44	15.77
Weighted Average Grant Date Fair Value, Vested	14.61	8.80	11.78
Weighted Average Grant Date Fair Value, Forfeited	0.00	17.44	15.66
Weighted Average Grant Date Fair Value, Nonvested, Ending balance	$ 27.34	$ 17.35	$ 12.51

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Screenvision Transaction - Additional Information (Detail) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Oct. 14, 2010	Sep. 30, 2011	Jan. 31, 2011	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
Carrying value of ownership interest in SV Holdco				$ 8,033	$ 5,079
Concessions and other				314,367	262,717	$ 236,225
Intercompany gain to Company				1,922	1,970	1,804
Amounts due included in accounts receivable related to Screenvision				16,207	$ 18,635
Class C Membership Units [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of issued and outstanding membership units received	20.00%
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%
Screenvision Exhibition, Inc. [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
Non-forfeitable ownership interest at estimated fair value	6,555
Non-forfeitable Class C and Class A membership units				1400.00%	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				$ 10,889	$ 11,161	10,214
Intercompany gain to Company				1,922	1,970	1,804
Amounts due included in accounts receivable related to Screenvision				1,626	2,383
SV Holdco, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Carrying value of ownership interest in SV Holdco				$ 6,957	$ 4,196	$ 6,188
SV Holdco, LLC [Member] | Member Units [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of Class C and Class A membership units held				18.00%
Carrying value of ownership interest in SV Holdco				$ 6,957
SV Holdco, LLC [Member] | Class A Membership Units [Member]
Schedule of Equity Method Investments [Line Items]
Voluntary capital contribution made to SV Holdco		$ 718
SV Holdco, LLC [Member] | Class A Membership Units [Member] | Maximum [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of issued and outstanding membership units received		1.00%

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Screenvision Transaction - Summary of Changes in Investments in Unconsolidated Affiliates and Deferred Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Investments in unconsolidated affiliates
Beginning balance	$ 5,079
Ending balance	8,033	$ 5,079
SV Holdco, LLC [Member]
Investments in unconsolidated affiliates
Beginning balance	4,196	6,188
Equity loss of SV Holdco	(2,761)	1,992
Ending balance	6,957	4,196
Deferred revenue
Beginning balance	31,827	32,984
Amortization of up-front payment	(946)	(946)
Amortization of Class C units	(211)	(211)
Ending balance	$ 30,670	$ 31,827

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Investment in Unconsolidated Affiliates Investments in Unconsolidated Affiliates - Combined Financial Information of Unconsolidated Affiliated Companies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Assets:
Current assets	$ 67,559	$ 56,709
Noncurrent assets	119,240	127,657
Total assets	186,799	184,366
Liabilities:
Current liabilities	42,765	50,756
Noncurrent liabilities	57,539	66,429
Total liabilities	100,304	117,185
Results of operations:
Revenue	164,888	157,722	$ 162,432
Operating income (loss)	465	(14,915)	(1,715)
Income (loss) from continuing operations	19,104	(13,636)	(2,900)
Net income (loss)	$ 19,104	$ (13,636)	$ (2,900)

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Investment in Unconsolidated Affiliates Investments in Unconsolidated Affiliates - Summary of Activity in Income from Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Equity Method Investments and Joint Ventures [Abstract]
Income (loss) from unconsolidated affiliates	$ 3,206	$ (1,604)	$ (161)
Elimination of intercompany revenue	1,922	1,970	1,804
Income from unconsolidated affiliates	$ 5,128	$ 366	$ 1,643

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Discontinued Operations - Additional Information (Detail) - Theatre	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Discontinued Operations and Disposal Groups [Abstract]
Number Of Discontinued Operations	0	0	6
Number of theatres closed during the period	10	7	14

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Discontinued Operations - Summary of Activity for Discontinued Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Discontinued Operations and Disposal Groups [Abstract]
Revenue from discontinued operations	$ 0	$ 1	$ 3,151
Operating (loss) income before taxes	0	(86)	(460)
Income tax benefit from discontinued operations	0	34	184
Gain on disposal, before taxes	0	0	803
Income tax expense on disposal	0	0	(321)
(Loss) income from discontinued operations	$ 0	$ (52)	$ 206

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Benefit Plans - Additional Information (Detail) - USD ($)		12 Months Ended
	Oct. 01, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Additional compensation of employer		10.00%
Senior executive age for participate in plan		70 years
Senior executive age for earlier election		60 years
Deferred Compensation Arrangement with Individual, Employer Contribution		$ 0	$ 0	$ 0
Defined contribution plan eligibility minimum service period				1 year
Defined contribution retirement plan, Maximum matching contribution percentage				5.00%
Aggregate contribution of employer		1,966,000	1,734,000	$ 583,000
Company-Owned Life Insurance Policies [Member]
Defined Benefit Plan Disclosure [Line Items]
Additional compensation of employer	10.00%
Aggregate contribution of employer		682,000	395,000
Deferred compensation expenses		$ 309,000	$ 329,000	$ 43,000

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Commitments and Contingencies - Summary of Future Capital Lease, Operating Lease and Financing Lease Obligation (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating Leases, 2016	$ 89,228
Operating Leases, 2017	80,089
Operating Leases, 2018	77,360
Operating Leases, 2019	73,866
Operating Leases, 2020	74,991
Operating Leases, Thereafter	456,396
Operating Leases, Total minimum lease payments	851,930
Capital Leases, 2016	6,424
Capital Leases, 2017	6,761
Capital Leases, 2018	6,131
Capital Leases, 2019	5,013
Capital Leases, 2020	4,164
Capital Leases, Thereafter	13,381
Capital Leases, Total minimum lease payments	41,874
Capital Leases, Less amounts representing interest ranging from 3.6% to 19.6%	(17,294)
Capital Leases, Present value of future minimum lease payments	24,580
Capital Leases, Less current maturities	(2,983)
Capital Leases, Long-term obligations	21,597
Financing Obligations, 2016	33,756
Financing Obligations, 2017	35,803
Financing Obligations, 2018	37,255
Financing Obligations, 2019	36,564
Financing Obligations, 2020	42,389
Financing Obligations, Thereafter	213,007
Financing Obligations, Total minimum lease payments	398,774
Financing Obligations, Less amounts representing interest ranging from 3.6% to 19.6%	(192,061)
Financing Obligations, Present value of future minimum lease payments	206,713
Financing Obligations, Less current maturities	(6,995)
Financing Obligations, Long-term Debt	$ 199,718

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Commitments and Contingencies - Summary of Future Capital Lease, Operating Lease and Financing Lease Obligation (Non-printing) (Detail)	12 Months Ended
	Dec. 31, 2015
Capital Leases [Member]
Leases Future Minimum Payments [Line Items]
Interest range, Minimum	3.60%
Interest range, Maximum	19.60%
Financing Obligations [Member]
Leases Future Minimum Payments [Line Items]
Interest range, Minimum	3.60%
Interest range, Maximum	19.60%

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Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Rent expense on operating leases	$ 87,570	$ 76,644	$ 60,479
Contingent rental expense	2,008	1,556	2,201
Interest expense	1,971	1,664	$ 1,610
Deduction in general insurance policy liability per claim	150
Workers compensation	300
Accrued claims related to self insurance general liability and workers compensation insurance liability	$ 2,437	$ 2,416

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Net (Loss) Income Per Share - Additional Information (Detail) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Common stock equivalents excluded from the calculation of diluted earnings per share due to decline in market price of stock (in shares)	419	620

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Net (Loss) Income Per Share - Summary of Basic Net (Loss) Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Weighted average shares outstanding (in shares)									24,671	23,552	19,794
Less: restricted stock issued (in shares)									(76)	(160)	(254)
Basic divisor (in shares)									24,595	23,392	19,540
Dilutive shares:
Restricted stock awards (in shares)									0	0	239
Stock options (in shares)									0	0	272
Diluted divisor (in shares)									24,595	23,392	20,051
Net (loss) income	$ 6,863	$ (6,257)	$ (1,445)	$ 391	$ (2,243)	$ (6,757)	$ 3,222	$ (3,164)	$ (448)	$ (8,942)	$ 5,753
Net (loss) income per share:
Basic (in dollars per share)	$ 0.28	$ (0.26)	$ (0.06)	$ 0.02	$ (0.09)	$ (0.29)	$ 0.14	$ (0.14)	$ (0.02)	$ (0.38)	$ 0.29
Diluted (in dollars per share)	$ 0.27	$ (0.26)	$ (0.06)	$ 0.02	$ (0.09)	$ (0.29)	$ 0.14	$ (0.14)	$ (0.02)	$ (0.38)	$ 0.29

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Quarterly Results (Unaudited) - Schedule of Quarterly Income Statement Including Basic and Diluted Earning Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Total revenues from continuing operations	$ 220,694	$ 180,241	$ 219,099	$ 184,334	$ 185,387	$ 162,631	$ 182,987	$ 158,924	$ 804,368	$ 689,929	$ 634,835
Operating income from continuing operations	23,721	2,800	26,887	11,980	11,803	2,422	18,740	8,079	65,388	41,044	59,554
Net (loss) income	$ 6,863	$ (6,257)	$ (1,445)	$ 391	$ (2,243)	$ (6,757)	$ 3,222	$ (3,164)	$ (448)	$ (8,942)	$ 5,753
Net (loss) income per common share:
Basic (in dollars per share)	$ 0.28	$ (0.26)	$ (0.06)	$ 0.02	$ (0.09)	$ (0.29)	$ 0.14	$ (0.14)	$ (0.02)	$ (0.38)	$ 0.29
Diluted (in dollars per share)	$ 0.27	$ (0.26)	$ (0.06)	$ 0.02	$ (0.09)	$ (0.29)	$ 0.14	$ (0.14)	$ (0.02)	$ (0.38)	$ 0.29

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Quarterly Results (Unaudited) - Schedule of Quarterly Income Statement Including Basic and Diluted Earning Per Share (Footnotes) (Detail) - USD ($)	3 Months Ended						12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Impairment charges	$ 4,271,000	$ 1,388,000	$ 481,000	$ 1,389,000	$ 1,655,000	$ 1,198,000	$ 7,529,000	$ 3,212,000	$ 3,726,000
Gains (Losses) on Extinguishment of Debt			$ (17,550,000)				(17,550,000)	$ 0	$ 0
Revenue recognition, gift cards,breakage	3,055,000
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes, aggregate principal amount issued	$ 210,000,000						$ 210,000,000

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Lease Termination Charges - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2015
Leases [Abstract]
Lease termination charges	$ 3,063
Remaining lease term period of expiration lease	5 years
Lease future minimum payments, present value of net minimum payments	$ 2,238
Lease termination liability		$ 1,246
Lease termination charges of new build-to-suit theatre	$ 650

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Subsequent Events (Details) - Subsequent Event [Member] $ in Thousands			1 Months Ended
	Jan. 29, 2016 USD ($)	Jan. 22, 2016 Theatre screen	Feb. 29, 2016 USD ($) Theatre screen
Subsequent Event [Line Items]
Number Of Theatres | Theatre			5
Number of Screens | screen			84
Term of Contract			15 years
American Multi-Cinema [Member]
Subsequent Event [Line Items]
Business acquisition, number of theatres acquired | Theatre		2
Business acquisition number of screen acquired | screen		22
Business acquisition cash paid | $	$ 5,390
Level 3 [Member]
Subsequent Event [Line Items]
Fair Value Disclosure | $			$ 74,100