10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

OR

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

For the transition period from              to             

Commission file number 000-14993

CARMIKE CINEMAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	58-1469127
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1301 First Avenue, Columbus, Georgia	31901-2109
(Address of Principal Executive Offices)	(Zip Code)

(706) 576-3400

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

Common Stock, par value $0.03 per share — 17,841,895 shares outstanding as of April 24, 2013.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		3
CONDENSED CONSOLIDATED BALANCE SHEETS		3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		34
ITEM 4. CONTROLS AND PROCEDURES		34
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		36
ITEM 1A. RISK FACTORS		36
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		36
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		36
ITEM 4. MINE SAFETY DISCLOSURES		36
ITEM 5. OTHER INFORMATION		36
ITEM 6. EXHIBITS		37
EXHIBIT INDEX		37
SIGNATURES		38
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

	March 31,			December 31,
	2013			2012
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	63,642		$	68,531
Restricted cash		9			293
Accounts receivable		5,461			6,555
Inventories		3,550			4,186
Deferred income tax asset		3,639			2,896
Prepaid expenses and other current assets		15,741			10,936
Total current assets		92,042			93,397
Property and equipment:
Land		51,876			51,876
Buildings and building improvements		335,141			335,738
Leasehold improvements		143,711			141,758
Assets under capital leases		44,970			44,970
Equipment		236,780			235,223
Construction in progress		6,654			5,185
Total property and equipment		819,132			814,750
Accumulated depreciation and amortization		(377,882	)		(369,823	)
Property and equipment, net of accumulated depreciation		441,250			444,927
Goodwill		44,577			44,577
Investments in unconsolidated affiliates (Note 10)		6,231			7,682
Deferred income tax asset		100,541			100,012
Other		19,872			21,072
Intangible assets, net of accumulated amortization		1,035			1,061
Total assets	$	705,548		$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	29,208		$	32,141
Accrued expenses		40,228			40,049
Current maturities of capital leases and long-term financing obligations		4,547			4,422
Total current liabilities		73,983			76,612
Long-term liabilities:
Long-term debt, less current maturities		209,565			209,548
Capital leases and long-term financing obligations, less current maturities		219,746			220,725
Deferred revenue		32,695			32,984
Other		25,371			23,425
Total long-term liabilities		487,377			486,682
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued		—			—
Common Stock, $0.03 par value per share: 35,000,000 shares authorized, 18,309,979 shares issued and 17,841,895 shares outstanding at March 31, 2013, and 18,244,179 shares issued and 17,786,949 shares outstanding at December 31, 2012		542			540
Treasury stock, 468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively		(11,914	)		(11,740	)
Paid-in capital		350,375			349,666
Accumulated deficit		(194,815	)		(189,032	)
Total stockholders’ equity		144,188			149,434
Total liabilities and stockholders’ equity	$	705,548		$	712,728

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

3

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

	Three Months Ended March 31,
	2013			2012
	(Unaudited)			(Unaudited)
Revenues:
Admissions	$	81,522		$	82,690
Concessions and other		48,571			47,276
Total operating revenues		130,093			129,966
Operating costs and expenses:
Film exhibition costs		43,264			43,243
Concession costs		5,969			5,566
Other theatre operating costs		57,959			52,132
Lease termination charges (Note 12)		3,063			—
General and administrative expenses		6,015			5,000
Depreciation and amortization		10,234			7,767
Loss on sale of property and equipment		80			248
Impairment of long-lived assets		204			1,486
Total operating costs and expenses		126,788			115,442
Operating income		3,305			14,524
Interest expense		12,298			8,263
(Loss) income before income tax and loss from unconsolidated affiliates		(8,993	)		6,261
Income tax (benefit) expense (Note 4)		(4,297	)		2,407
Loss from unconsolidated affiliates (Note 10)		(1,015	)		(543	)
(Loss) income from continuing operations		(5,711	)		3,311
Loss from discontinued operations (Note 6)		(72	)		(79	)
Net (loss) income	$	(5,783	)	$	3,232
Weighted average shares outstanding:
Basic		17,547			12,824
Diluted		17,547			12,942
Net (loss) income per common share (Basic and Diluted):
(Loss) income from continuing operations	$	(0.33	)	$	0.26
Loss from discontinued operations, net of tax		—			(0.01	)
Net (loss) income	$	(0.33	)	$	0.25

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

4

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2013			2012
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss) income	$	(5,783	)	$	3,232
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		10,234			7,803
Amortization of debt issuance costs		362			596
Impairment on long-lived assets		204			1,486
Deferred income taxes		(1,272	)		—
Stock-based compensation		711			463
Loss from unconsolidated affiliates		1,326			897
Other		117			107
Loss on sale of property and equipment		91			290
Changes in operating assets and liabilities:
Accounts receivable and inventories		1,870			(764	)
Prepaid expenses and other assets		(3,907	)		(523	)
Accounts payable		(103	)		(2,721	)
Accrued expenses and other liabilities		(1,171	)		(1,011	)
Lease termination charges		3,063			—
Distributions from unconsolidated affiliates		82			98
Net cash provided by operating activities		5,824			9,953
Cash flows from investing activities:
Purchases of property and equipment		(8,508	)		(5,990	)
Release of restricted cash		284			301
Theatre acquisition		(1,349	)		(702	)
Proceeds from sale of property and equipment		5			58
Net cash used in investing activities		(9,568	)		(6,333	)
Cash flows from financing activities:
Debt activities:
Short-term borrowings		—			5,000
Repayment of short-term borrowings		—			(5,000	)
Repayments of long-term debt		—			(511	)
Repayments of capital lease and long-term financing obligations		(971	)		(436	)
Purchase of treasury stock		(174	)		—
Net cash used in financing activities		(1,145	)		(947	)
(Decrease) increase in cash and cash equivalents		(4,889	)		2,673
Cash and cash equivalents at beginning of period		68,531			13,616
Cash and cash equivalents at end of period	$	63,642		$	16,289
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	7,911		$	7,559
Income taxes	$	176		$	—
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$	1,590		$	1,078

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

5

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2013 and 2012

(unaudited)

(in thousands except share and per share data)

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of March 31, 2013 and December 31, 2012 and the results of operations and cash flows for the three month periods ended March 31, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during the first three months of 2013.

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

Accounting Estimates

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

Discontinued Operations

The results of operations for theatres that have been disposed of or classified as held for sale are eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. Theatres are reported as discontinued operations when the Company no longer has continuing involvement in the theatre operations and the cash flows have been eliminated, which generally occurs when the Company no longer has operations in a given market. See Note 6 – Discontinued Operations.

Impairment of Long-Lived Assets

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

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

6

Fair Value Measurements

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

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

Comprehensive Income

The Company has no other comprehensive income items.

Recent Accounting Pronouncements

There have been no new accounting pronouncements issued or effective through the three months ended March 31, 2013 that had or are expected to have a significant impact on the Company’s condensed consolidated financial statements.

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

For the three months ended March 31, 2013, impairment charges aggregated to $204. The impairment charges were primarily the result of the continued deterioration of previously impaired theatres. The Company recorded impairment charges of $1,486 during the three months ended March 31, 2012 which were primarily the result of the Company’s plan to replace an owned theatre prior to the end of its useful life.

The estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2013 was approximately $538. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by Accounting Standards Codification (“ASC 820”) Fair Value Measurements, and were derived primarily from discounting estimated future cash flows. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10%) to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.

NOTE 3—DEBT

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

	March 31, 2013			December 31, 2012
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(435	)		(452	)
Total debt		209,565			209,548
Current maturities		—			—
Total long-term debt	$	209,565		$	209,548

Senior Secured Notes

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

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

At any time prior to May 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the

7

aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, the Company may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”). The Company has not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and risks of this embedded derivative are clearly and closely related to the economic characteristics of the underlying debt.

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

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

Revolving Credit Facility

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

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at March 31, 2013.

The fair value of the Senior Secured Notes at March 31, 2013 and December 31, 2012 is estimated based on quoted market prices as follows:

	As of March 31,		As of December 31,
	2013		2012
Carrying amount, net	$	210,000	$	210,000
Fair value	$	229,950	$	226,800

Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s ability, and the ability of 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;

8

• 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.

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

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of March 31, 2013, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

NOTE 4—INCOME TAXES

The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. Included in the Company’s estimates are the effects of the American Taxpayer Relief Act of 2012 which did not have a significant impact on the Company’s income tax provision. This continual estimation process

9

often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.

The effective tax rate from continuing operations for the three months ended March 31, 2013 and 2012 was 42.9% and 42.2%, respectively. The Company’s tax rate for the three months ended March 31, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions. The Company’s tax rates for the three months ended March 31, 2012 differ from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of its assets and liabilities and the inability to recognize an associated deferred tax benefit, due to the Company’s assessment that the realization of its deferred tax assets was unlikely. The Company released its valuation allowance against its deferred tax assets at December 31, 2012. The Company believes that the effective tax rate for the three months ended March 31, 2013 and future periods will more closely reflect the statutory tax rate.

The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code (“IRC”) 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.

The Company determined that at the date of the ownership change, it had a net unrealized built-in loss (“NUBIL”). The NUBIL is determined based on the difference between the fair market value of the Company’s assets and their tax basis at the ownership change. Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subjected to the same limitation as the net operating loss carryforwards. Because the annual limitation is applied first against the realized built-in losses (“RBILs”), the Company does not expect to utilize any of its net operating loss carryforwards during the five year recognition period. The amount of the disallowed RBILs could increase if the Company disposes of assets with built-in losses at the date of the ownership change during the recognition period. As a result of the 2008 ownership change, the Company is limited to an approximate $1.7 million annual limitation on its ability to utilize its pre-change net operating loss (“NOLs”) and recognized built-in losses. The recognition period ends at October 15, 2013.

An ownership change was also deemed to have occurred during the second quarter of 2012. The Company does not believe this change will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

At March 31, 2013 and December 31, 2012, the Company’s net deferred tax assets, net of IRC Section 382 limitations, were $104,180 and $102,908, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. After reviewing all positive and negative evidence at March 31, 2013 and December 31, 2012, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of March 31, 2013 and December 31, 2012, the amount of unrecognized tax benefits was $2,678, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9 - Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position.

NOTE 5—EQUITY BASED COMPENSATION

In March 2004, the Board of Directors adopted the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the “2004 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 2004 Incentive Stock Plan to certain eligible employees and to outside directors. As of March 31, 2013, there were 1,153,602 shares available for future grants under the 2004 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.

10

The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. As of March 31, 2013, the Company also had 361,603 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of March 31, 2013, 236,803 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.

The Company’s total stock-based compensation expense was approximately $711 and $463 for the three months ended March 31, 2013 and 2012, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of March 31, 2013, the Company had approximately $5,638 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 2.4 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 for which vesting is dependent only on employees providing future service. Such stock options vest equally over a three-year period, except for options granted to members of the Board of Directors that vest immediately upon issuance. The stock options expire 10 years after the grant date. The Company’s stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%.

No options were granted during the first three months of 2013 or 2012. The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2013:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		747,500		$	12.32		5.92
Granted		—		$	—
Exercised		—		$	—
Expired		—		$	—
Forfeited		(50,000	)	$	21.79
Outstanding at March 31, 2013		697,500		$	11.64		6.09	$	5,857
Exercisable on March 31, 2013		641,662		$	12.03		5.92	$	5,244
Expected to vest March 31, 2013		53,244		$	7.14		8.01	$	585

11

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2013:

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2013		458,981		$	10.85
Granted		193,600		$	15.66
Vested		(72,000	)	$	10.92
Forfeited		—		$	—
Nonvested at March 31, 2013		580,581		$	12.45

NOTE 6—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. During the three months ended March 31, 2013 and 2012, the Company closed seven and four theatres, respectively. With respect to the closures during the three months ended March 31, 2013 and 2012, the Company classified one theatre and three theatres, respectively, as discontinued operations. The Company reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of these theatres have been eliminated from the Company’s continuing operations, and the Company will not have any continuing involvement in their operations.

All activity during the three months ended March 31, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

The following table sets forth the summary of activity for discontinued operations for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013			2012
Revenue from discontinued operations	$	23		$	941
Operating loss before income taxes	$	(111	)	$	(85	)
Income tax benefit from discontinued operations		45			32
Loss on disposal, before income taxes		(11	)		(42	)
Income tax benefit on disposal		5			16
Loss from discontinued operations	$	(72	)	$	(79	)

NOTE 7—COMMITMENTS AND CONTINGENCIES

Contingencies

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

NOTE 8—NET INCOME (LOSS) PER SHARE

Basic net income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. As a result of the Company’s net losses, all common stock equivalents aggregating 1,410,412 for the three months ended March 31, 2013 were excluded from the calculation of diluted loss per share given their anti-dilutive effect. Common stock equivalents totaling 270,000 for the three months ended March 31, 2012, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

12

NOTE 9—SCREENVISION EXHIBITION, INC.

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

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

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

As of March 31, 2013, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of March 31, 2013, the carrying value of the Company’s ownership interest in SV Holdco is $5,298 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 Accounting Standards Codification 970-323-25-6.

The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $88,000 as of March 31, 2013.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of March 31, 2013 and December 31, 2012.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,007 and $2,253 for the three months ended March 31, 2013 and 2012, 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 $354 and $397 for the three months ended March 31, 2013 and 2012, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,073 and $2,030 at March 31, 2013 and December 31, 2012, respectively.

13

A summary of changes in investments in unconsolidated affiliates and deferred revenue for the Company’s equity method investment in SV Holdco for the three months ended March 31, 2013 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2013	$	6,740
Equity earnings of SV Holdco		(1,442	)
Balance at March 31, 2013	$	5,298

Deferred revenue	SV Holdco
Balance at January 1, 2013	$	34,141
Amortization of up-front payment		(237	)
Amortization of Class C units		(52	)
Balance at March 31, 2013	$	33,852

NOTE 10—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in affiliated companies accounted for by the equity method consist of our ownership interest in Screenvision, as discussed in Note 9 – Screenvision Exhibition, Inc., and interests in other joint ventures.

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

	As of March 31,
	2013
Assets:
Current assets	$	25,048
Noncurrent assets		156,628
Total assets	$	181,676
Liabilities:
Current liabilities	$	32,927
Noncurrent liabilities		73,985
Total liabilities	$	106,912

	Three Months Ended
	March 31, 2013			March 31, 2012
Results of operations:
Revenue	$	17,788		$	23,245
Net income	$	(9,353	)	$	(8,299	)

A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2013 and 2012 is as follows:

	March 31,
Income from unconsolidated affiliates	2013			2012
Income (loss) from unconsolidated affiliates	$	(1,369	)	$	(940	)
Elimination of intercompany revenue		354			397
Loss from unconsolidated affiliates	$	(1,015	)	$	(543	)

14

NOTE 11—THEATRE ACQUISITIONS

On November 15, 2012, the Company completed its acquisition of 16 entertainment complexes and 251 screens in seven U.S. states (the “Theatres”) pursuant to the terms of the Membership Interest Purchase Agreement with Rave Reviews Cinemas, L.L.C (“Rave”) and Rave Reviews Holdings, LLC (“Acquisition Sub”) dated September 28, 2012. Prior to consummation of the acquisition, Rave transferred to the Acquisition Sub the Theatres and certain related assets and certain assumed liabilities, including the leases, related to the Theatres. The Company subsequently acquired all of the ownership interests of the Acquisition Sub. The acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $22,213 in cash including $3,213 in working capital adjustments. The Company paid $1,349 of the working capital adjustment during the three months ended March 31, 2013. In addition, the Company assumed approximately $110,243 of financing obligations, after accounting adjustments, to reflect the acquisition date fair value of such obligations. The purchase price was paid using cash on hand.

NOTE 12—LEASE TERMINATION CHARGES

For the three months ended March 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 six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company has recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. 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 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

NOTE 13—GUARANTOR SUBSIDIARIES

The Company filed a registration statement which became effective in 2010. The registration statement registers certain securities, including debt securities which may be issued and guaranteed by certain of the Company’s subsidiaries and may be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

The Company may sell debt securities pursuant to the registration statement and if so, it is expected that such securities would be fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., and Military Services, Inc. The financial information included for the non-guarantor subsidiaries is primarily related to entities acquired in the Rave acquisition in November 2012. Therefore, the Company is providing the following condensed consolidating financial statement information as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

15

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	12,625		$	2,402		$	—		$	63,642
Restricted cash		9			—			—			—			9
Accounts receivable		4,853			336			3,562			(3,290	)		5,461
Inventories		793			2,336			421			—			3,550
Deferred income tax asset		3,203			436			—			—			3,639
Prepaid expenses and other assets		10,503			1,559			3,679			—			15,741
Total current assets		67,976			17,292			10,064			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,581			222,483			67,077			—			335,141
Leasehold improvements		19,213			108,686			15,812			—			143,711
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,883			159,141			12,756			—			236,780
Construction in progress		1,688			4,967			(1	)		—			6,654
Total property and equipment		152,120			571,368			95,644			—			819,132
Accumulated depreciation and amortization		(79,184	)		(295,216	)		(3,482	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			276,152			92,162			—			441,250
Intercompany receivables		98,363			—			4,841			(103,204	)		—
Investments in subsidiaries		152,897			129			—			(153,026	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			—			6,231
Deferred income tax asset		56,753			43,390			398			—			100,541
Other assets		13,520			5,956			396			—			19,872
Total assets	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	6,729		$	1,486		$	(3,290	)	$	29,208
Accrued expenses		23,410			10,395			6,423			—			40,228
Current maturities of capital leases and long-term financing obligations		464			2,209			1,874			—			4,547
Total current liabilities		48,157			19,333			9,783			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			84,168			107,801			—			219,746
Intercompany liabilities		—			103,204			—			(103,204	)		—
Deferred revenue		32,695			—			—			—			32,695
Other		5,361			13,580			6,430			—			25,371
Total long-term liabilities		275,398			200,952			114,231			(103,204	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		542			1			—			(1	)		542
Treasury stock		(11,914	)		—			—			—			(11,914	)
Paid-in capital		350,375			237,800			22,213			(260,013	)		350,375
Accumulated deficit		(194,815	)		(105,112	)		(1,876	)		106,988			(194,815	)
Total stockholders’ equity		144,188			132,689			20,337			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548

16

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	14,870		$	4,568		$	—		$	68,531
Restricted cash		293			—			—			—			293
Accounts receivable		5,058			874			5,250			(4,627	)		6,555
Inventories		926			2,823			437			—			4,186
Deferred income tax asset		3,203			—			—			(307	)		2,896
Prepaid expenses and other current assets		3,426			5,173			2,337			—			10,936
Total current assets		61,999			23,740			12,592			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,571			223,090			67,077			—			335,738
Leasehold improvements		19,200			107,111			15,447			—			141,758
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,167			158,333			12,723			—			235,223
Construction in progress		1,352			3,833			—			—			5,185
Total property and equipment		151,045			568,458			95,247			—			814,750
Accumulated depreciation and amortization		(77,302	)		(291,132	)		(1,389	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			277,326			93,858			—			444,927
Intercompany receivables		92,801			—			7,002			(99,803	)		—
Investments in subsidiaries		157,522			126			—			(157,648	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			—			7,682
Deferred income tax asset		57,247			42,765			—			—			100,012
Other assets		14,299			6,026			747			—			21,072
Total assets	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	9,704		$	2,993		$	(4,627	)	$	32,141
Accrued expenses		14,601			17,250			8,505			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			2,169			1,811			—			4,422
Total current liabilities		39,114			29,123			13,309			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			84,557			108,292			—			220,725
Intercompany liabilities		—			99,803			—			(99,803	)		—
Deferred revenue		32,984			—			—			—			32,984
Other		5,395			11,487			6,543			—			23,425
Total long-term liabilities		275,803			195,847			114,835			(99,803	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		540			1			—			(1	)		540
Treasury stock		(11,740	)		—			—			—			(11,740	)
Paid-in capital		349,666			237,800			22,037			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,698	)		508			102,190			(189,032	)
Total stockholders’ equity		149,434			135,103			22,545			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728

17

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	58,712		$	11,566		$	—		$	81,522
Concessions and other		13,977			34,808			6,256			(6,470	)		48,571
Total operating revenues		25,221			93,520			17,822			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			30,901			6,326			—			43,264
Concession costs		901			4,278			790			—			5,969
Other theatre operating costs		9,849			46,079			8,501			(6,470	)		57,959
General and administrative expenses		5,429			570			16			—			6,015
Lease termination charges		—			3,063			—			—			3,063
Depreciation and amortization		1,879			6,262			2,093			—			10,234
Loss on sale of property and equipment		5			75			—			—			80
Impairment of long-lived assets		—			204			—			—			204
Total operating costs and expenses		24,100			91,432			17,726			(6,470	)		126,788
Operating income		1,121			2,088			96			—			3,305
Interest expense		2,025			6,157			4,116			—			12,298
Equity in loss of subsidiaries		4,801			—			—			(4,801	)		—
Loss before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(4,069	)		(4,020	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(1,654	)		(1,635	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			—			(1,015	)
Loss from continuing operations		(5,785	)		(2,342	)		(2,385	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			—			(72	)
Net loss	$	(5,783	)	$	(2,416	)	$	(2,385	)	$	4,801		$	(5,783	)

18

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	13,721		$	68,969	$	—		$	82,690
Concessions and other		14,798			38,791		(6,313	)		47,276
Total operating revenues		28,519			107,760		(6,313	)		129,966
Operating costs and expenses:
Film exhibition costs		7,204			36,039		—			43,243
Concession costs		1,010			4,556		—			5,566
Other theatre operating costs		11,106			47,339		(6,313	)		52,132
General and administrative expenses		4,428			572		—			5,000
Depreciation and amortization		1,707			6,060		—			7,767
Loss on sale of property and equipment		21			227		—			248
Impairment of long-lived assets		9			1,477		—			1,486
Total operating costs and expenses		25,485			96,270		(6,313	)		115,442
Operating income		3,034			11,490		—			14,524
Interest expense		2,519			5,744		—			8,263
Equity in loss of subsidiaries		(3,372	)		—		3,372			—
Income before income tax and (loss) income from unconsolidated affiliates		3,887			5,746		(3,372	)		6,261
Income tax (benefit) expense		(97	)		2,504		—			2,407
(Loss) income from unconsolidated affiliates		(654	)		111		—			(543	)
Income from continuing operations		3,330			3,353		(3,372	)		3,311
Loss from discontinued operations		(98	)		19		—			(79	)
Net income	$	3,232		$	3,372	$	(3,372	)	$	3,232

19

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(3,145	)	$	1,138		$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,403	)		(397	)		—		(8,508	)
Theatre acquisition		—			—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—			—		5
Other investing activities		284			—			—			—		284
Net cash used in investing activities		(2,419	)		(5,403	)		(1,746	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(438	)		(430	)		—		(971	)
Purchase of treasury stock		(174	)		—			—			—		(174	)
Intercompany receivable/payable		(5,613	)		6,741			(1,128	)		—		—
Net cash (used in) provided by financing activities		(5,890	)		6,303			(1,558	)		—		(1,145	)
Increase in cash and cash equivalents		(478	)		(2,245	)		(2,166	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			14,870			4,568			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	12,625		$	2,402		$	—	$	63,642

20

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(4,310	)	$	14,263		$	—	$	9,953
Cash flows from investing activities:
Purchases of property and equipment		(2,837	)		(3,153	)		—		(5,990	)
Purchase acquisition		—			(702	)		—		(702	)
Proceeds from sale of property and equipment		40			18			—		58
Other investing activities		301			—			—		301
Net cash used in investing activities		(2,496	)		(3,837	)				(6,333	)
Cash flows from financing activities:
Short-term borrowings		5,000			—			—		5,000
Repayments of short-term borrowings		(5,000	)		—			—		(5,000	)
Repayments of long-term debt		(511	)		—			—		(511	)
Intercompany receivable/payable		7,745			(7,745	)		—		—
Repayments of capital lease and long-term financing obligations		(79	)		(357	)		—		(436	)
Net cash provided by (used in) financing activities		7,155			(8,102	)		—		(947	)
Increase in cash and cash equivalents		349			2,324			—		2,673
Cash and cash equivalents at beginning of period		3,623			9,993			—		13,616
Cash and cash equivalents at end of period	$	3,972		$	12,317		$	—	$	16,289

21

In June 2012, the Company issued in a registered exchange offer $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019. The Senior Secured Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc., Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC and Carmike Motion Pictures Houston, LLC. For the three months ended March 31, 2012, all subsidiaries were guarantors under the Senior Secured Notes as presented above in the condensed consolidated statement of operations and cash flows for the three months ended March 31, 2012. Therefore, the Company is providing the following condensed consolidating financial statement information as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

22

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	15,027		$	—		$	63,642
Restricted cash		9			—			—			9
Accounts receivable		4,853			3,898			(3,290	)		5,461
Inventories		793			2,757			—			3,550
Deferred income tax asset		3,203			436			—			3,639
Prepaid expenses and other assets		10,503			5,238			—			15,741
Total current assets		67,976			27,356			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,581			289,560			—			335,141
Leasehold improvements		19,213			124,498			—			143,711
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,883			171,897			—			236,780
Construction in progress		1,688			4,966			—			6,654
Total property and equipment		152,120			667,012			—			819,132
Accumulated depreciation and amortization		(79,184	)		(298,698	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			368,314			—			441,250
Intercompany receivables		98,363			—			(98,363	)		—
Investments in subsidiaries		152,897			129			(153,026	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			6,231
Deferred income tax asset		56,753			43,788			—			100,541
Other assets		13,520			6,352			—			19,872
Total assets	$	467,743		$	492,484		$	(254,679	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	8,215		$	(3,290	)	$	29,208
Accrued expenses		23,410			16,818			—			40,228
Current maturities of capital leases and long-term financing obligations		464			4,083			—			4,547
Total current liabilities		48,157			29,116			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			191,969			—			219,746
Intercompany liabilities		—			98,363			(98,363	)		—
Deferred revenue		32,695			—			—			32,695
Other		5,361			20,010			—			25,371
Total long-term liabilities		275,398			310,342			(98,363	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		542			1			(1	)		542
Treasury stock		(11,914	)		—			—			(11,914	)
Paid-in capital		350,375			260,013			(260,013	)		350,375
Accumulated deficit		(194,815	)		(106,988	)		106,988			(194,815	)
Total stockholders’ equity		144,188			153,026			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	492,484		$	(254,679	)	$	705,548

23

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	19,438		$	—		$	68,531
Restricted cash		293			—			—			293
Accounts receivable		5,058			6,124			(4,627	)		6,555
Inventories		926			3,260			—			4,186
Deferred income tax asset		3,203			—			(307	)		2,896
Prepaid expenses and other assets		3,426			7,510			—			10,936
Total current assets		61,999			36,332			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,571			290,167			—			335,738
Leasehold improvements		19,200			122,558			—			141,758
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,167			171,056			—			235,223
Construction in progress		1,352			3,833			—			5,185
Total property and equipment		151,045			663,705			—			814,750
Accumulated depreciation and amortization		(77,302	)		(292,521	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			371,184			—			444,927
Intercompany receivables		92,801			—			(92,801	)		—
Investments in subsidiaries		157,522			126			(157,648	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			7,682
Deferred income tax asset		57,247			42,765			—			100,012
Other assets		14,299			6,773			—			21,072
Total assets	$	464,351		$	503,760		$	(255,383	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	12,697		$	(4,627	)	$	32,141
Accrued expenses		14,601			25,755			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			3,980			—			4,422
Total current liabilities		39,114			42,432			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			192,849			—			220,725
Intercompany liabilities		—			92,801			(92,801	)		—
Deferred revenue		32,984			—			—			32,984
Other		5,395			18,030			—			23,425
Total long-term liabilities		275,803			303,680			(92,801	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		540			1			(1	)		540
Treasury stock		(11,740	)		—			—			(11,740	)
Paid-in capital		349,666			259,837			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,190	)		102,190			(189,032	)
Total stockholders’ equity		149,434			157,648			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	503,760		$	(255,383	)	$	712,728

24

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	70,278		$	—		$	81,522
Concessions and other		13,977			41,064			(6,470	)		48,571
Total operating revenues		25,221			111,342			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			37,227			—			43,264
Concession costs		901			5,068			—			5,969
Other theatre operating costs		9,849			54,580			(6,470	)		57,959
General and administrative expenses		5,429			586			—			6,015
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		1,879			8,355			—			10,234
Loss on sale of property and equipment		5			75			—			80
Impairment of long-lived assets		—			204			—			204
Total operating costs and expenses		24,100			109,158			(6,470	)		126,788
Operating income		1,121			2,184			—			3,305
Interest expense		2,025			10,273			—			12,298
Equity in loss of subsidiaries		4,801			—			(4,801	)		—
(Loss) before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(8,089	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(3,289	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			(1,015	)
Loss from continuing operations		(5,785	)		(4,727	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			(72	)
Net loss	$	(5,783	)	$	(4,801	)	$	4,801		$	(5,783	)

25

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(2,007	)	$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,800	)		—		(8,508	)
Theatre acquisition		—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—		5
Other investing activities		284			—			—		284
Net cash used in investing activities		(2,419	)		(7,149	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(868	)		—		(971	)
Purchase of treasury stock		(174	)		—			—		(174	)
Intercompany receivable/payable		(5,613	)		5,613			—		—
Net cash provided by (used in) financing activities		(5,890	)		4,745			—		(1,145	)
Increase in cash and cash equivalents		(478	)		(4,411	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			19,438			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	15,027		$	—	$	63,642

26

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

The Company

We are one of the largest motion picture exhibitors in the United States and as of March 31, 2013 we owned, operated or had an interest in 244 theatres with 2,464 screens located in 35 states. We target small to 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 March 31, 2013, we had 232 theatres with 2,369 screens on a digital-based platform, including 226 theatres with 869 screens equipped for 3-D. We believe our leading-edge technologies allow us not only greater flexibility in showing feature films, but also provide us with the capability to explore revenue-enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema and our 3-D capability allows us to provide a quality presentation to our patrons.

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

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

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

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

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

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

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

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

27

We actively seek ways to grow our circuit through the building of new theatres and strategic acquisitions. 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”) for approximately $22.2 million, inclusive of a net working capital adjustment. We also assumed financing obligations in the amount of approximately $110.2 million, after accounting adjustments, to reflect the acquisition date fair value of such obligations.

In addition, we continue to pursue opportunities for organic growth through new theatre development. We opened two new build-to-suit theatres during the first three months of 2013 and plan to open up to three additional theatres in 2013.

For a summary of risks and uncertainties relevant to our business, please see “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Results of Operations

Comparison of Three Months Ended March 31, 2013 and March 31, 2012

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

	Three Months Ended March 31,
	2013		2012
Average theatres		246		236
Average screens		2,480		2,259
Average attendance per screen (1)		4,687		5,394
Average admission per patron (1)	$	7.02	$	6.84
Average concessions and other sales per patron (1)	$	4.18	$	3.91
Total attendance (in thousands) (1)		11,620		12,183
Total operating revenues (in thousands)	$	130,093	$	129,966

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

Total operating revenues for the three months ended March 31, 2013 were consistent with total operating revenues for the three months ended March 31, 2012. Total operating revenues were $130.1 million and $130.0 million for the three months ended March 31, 2013 and 2012, respectively. Total attendance decreased from 12.2 million in the first quarter of 2012 to 11.6 million for the first quarter of 2013. Attendance declines during the first quarter of 2013 were offset by an increase in average admissions per patron from $6.84 in the first quarter of 2012 to $7.02 in the first quarter of 2013 and an increase in average concessions and other sales per patron from $3.91 in the first quarter of 2012 to $4.18 for the first quarter of 2013. Excluding the acquired Rave theatres, total operating revenues decreased 13.7% to $112.3 million. The decrease in total revenues, excluding the acquired Rave theatres, was due to a decrease in total attendance from 12.2 million to 10.1 million, partially offset by an increase in average admissions per patron from $6.84 to $6.93 and an increase in average concessions and other sales per patron from $3.91 to $4.19. Attendance was down period over period due principally to a more favorable movie slate in 2012. Attendance per screen was down period over period due primarily to the less favorable movie slate in 2013 and an increase in screens resulting from 2012 acquisitions. Average concessions and other sales per patron increased, primarily due to concession promotions and increased prices.

Admissions revenue decreased approximately 1.4% to $81.5 million for the three months ended March 31, 2013 from $82.7 million for the same period in 2012, due to a decrease in total attendance from 12.2 million in the first quarter of 2012 to 11.6 million for the first quarter of 2013, partially offset by an increase in average admissions per patron from $6.84 in the first quarter of 2012 to $7.02 for the first quarter of 2013. Excluding admissions revenue of $11.6 million from the acquired Rave theatres, admissions revenue decreased 15.4% to $70.0 million in 2013 from $82.7 million in 2012.

Concessions and other revenue increased approximately 2.7% to $48.6 million for the three months ended March 31, 2013 compared to $47.3 million for the same period in 2012 due to an increase in average concessions and other sales per patron from $3.91 in the first quarter of 2012 to $4.18 for the first quarter of 2013 partially offset by a decrease in total attendance from 12.2 million for the three months ended March 31, 2012 to 11.6 million for the three months ended March 31, 2013. Excluding concessions and other revenues from the acquired Rave theatres, concessions and other revenues decreased 10.4% to $42.3 million in 2013 from $47.3 million in 2012.

28

We operated 244 theatres with 2,464 screens at March 31, 2013 compared to 236 theatres with 2,264 screens at March 31, 2012.

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

	Three Months Ended March 31,
($’s in thousands)	2013		2012		% Change
Film exhibition costs	$	43,264	$	43,243		—
Concession costs	$	5,969	$	5,566		7
Other theatre operating costs	$	57,959	$	52,132		11
General and administrative expenses	$	6,015	$	5,000		20
Lease termination charges	$	3,063	$	—		—
Depreciation and amortization	$	10,234	$	7,767		32
Loss on sale of property and equipment	$	80	$	248		(68	)
Impairment of long-lived assets	$	204	$	1,486		(86	)

Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs as a percentage of revenues are generally higher for periods with more blockbuster films. Film exhibition costs for the three months ended March 31, 2013 were consistent with film exhibition costs for the three months ended March 31, 2012. Film exhibition costs were $43.3 million and $43.2 million for the three months ended March 31, 2013 and 2012, respectively. As a percentage of admissions revenue, film exhibition costs increased to 53.1% for the three months ended March 31, 2013 as compared to 52.3% for the three months ended March 31, 2012. The increase in film exhibition costs as a percentage of admissions revenues for the three months ended March 31, 2013 is due primarily to increased advertising costs associated with the opening of two new build-to-suit theatres. Excluding the acquired Rave theatres, film exhibition costs for the three months ended March 31, 2013 decreased to $36.9 million as compared to $43.2 million for the three months ended March 31, 2012 primarily due to the decrease in admissions revenue. As a percentage of admissions revenue, excluding the acquired Rave theatres, film exhibition costs were 52.8% for the three months ended March 31, 2013 as compared to 52.3% for the three months ended March 31, 2012.

Concession costs. Concession costs fluctuate with changes in concessions revenue and product sales mix and changes in our cost of goods sold. Concession costs for the three months ended March 31, 2013 increased to $6.0 million compared to $5.6 million for the three months ended March 31, 2012. As a percentage of concessions and other revenues, concession costs for the three months ended March 31, 2013 were 12.3% as compared to 11.8% for the three months ended March 31, 2012. The increase in concession costs as a percentage of concessions and other revenues was due primarily to an increase in the cost of concession supplies and an increase in discounts and other promotional activities. Excluding the acquired Rave theatres, concession costs for the three months ended March 31, 2013 decreased to $5.2 million as compared to $5.6 million for the three months ended March 31, 2012. Excluding the acquired Rave theatres, as a percentage of concessions and other revenues, concessions costs were 12.2% for the three months ended March 31, 2013 as compared to 11.8% for the three months ended March 31, 2012.

Other theatre operating costs. Other theatre operating costs for the three months ended March 31, 2013 increased to $58.0 million as compared to $52.1 million for the three months ended March 31, 2012. Excluding the acquired Rave theatres, other theatre operating costs for the three months ended March 31, 2013 decreased to $50.5 million as compared to $52.1 million for the three months ended March 31, 2012. The increase in our other theatre operating costs was primarily due to increases in other theatre costs of $7.5 million related to theatres acquired in 2012, partially offset by decreases in salaries and wages expense of $0.9 million and theatre occupancy costs of $0.5 million related primarily to theatre closures.

General and administrative expenses. General and administrative expenses increased to $6.0 million for the three months ended March 31, 2013 compared to $5.0 million for the three months ended March 31, 2012. The increase in general and administrative expenses during the three months ended March 31, 2013 was primarily the result of increases in professional fees of $0.5 million related primarily to acquisition activities and salaries and wages expense of $0.4 million related primarily to increases in deferred compensation costs.

Lease termination charges. During the three months ended March 31, 2013, we recorded lease termination charges of $3.1 million. The charges were primarily associated with the closing of an underperforming theatre prior to the end of its lease term.

29

Depreciation and amortization. Depreciation and amortization expenses increased to $10.2 million for the three months ended March 31, 2013 as compared to $7.8 million for the three months ended March 31, 2012. The increase in depreciation and amortization expenses was primarily due to depreciation and amortization expenses associated with theatres acquired during 2012.

Net gain (loss) on sales of property and equipment. We recognized a loss of $80,000 on the sale of property and equipment for the three months ended March 31, 2013. We recognized a loss of $248,000 on the sale of property and equipment for the three months ended March 31, 2012.

Impairment of long-lived assets. Impairment of long-lived assets for the three months ended March 31, 2013 decreased to $0.2 million from $1.5 million for the three months ended March 31, 2012. The impairment charges for the three months ended March 31, 2013 were primarily the result of the continued deterioration of previously impaired theatres. The impairment charges for the three months ended March 31, 2012 were primarily the result of our decision to replace an existing theatre prior to the end of its useful life.

Operating income. Operating income for the three months ended March 31, 2013 decreased to $3.3 million from $14.5 million for the three months ended March 31, 2012. As a percentage of revenues, operating income for the three months ended March 31, 2013 was 2.5% as compared to 11.2% for the three months ended March 31, 2012. This fluctuation is primarily a result of a decrease in total attendance for the three months ended March 31, 2013, an increase in fixed operating costs associated with theatres acquired during 2012 and the factors described above.

Interest expense, net. Interest expense, net for the three months ended March 31, 2013 and 2012 was $12.3 million and $8.3 million, respectively. Interest expense increased for the three months ended March 31, 2013 due to an increase in the weighted average interest rate of our senior secured notes compared to our prior term loan and interest expense associated with financing obligations assumed from theatres acquired during 2012.

Income tax. During the three months ended March 31, 2013 and 2012, we recorded income tax (benefit) expense of ($4.3) million and $2.4 million, respectively. We recorded an income tax benefit for the three months ended March 31, 2013 as a result of losses from continuing operations for the first quarter of 2013. At March 31, 2013 and December 31, 2012, our consolidated deferred tax assets were $104.2 million and $102.9 million, respectively. As of each reporting date, we assess whether it is more likely than not that our deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing our income tax expense in the period that such conclusion is made.

The effective tax rate from continuing operations for the three months ended March 31, 2013 was 42.9%. Our tax rate for the three months ended March 31, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions.

Loss from discontinued operations, net of tax benefit. Theatres are generally considered for closure due to an expiring lease term, underperformance, or the opportunity to better deploy invested capital. During the three months ended March 31, 2013 and 2012, we closed seven and four theatres, respectively. With respect to the closures during the three months ended March 31, 2013 and 2012, we classified one theatre and three theatres, respectively, as discontinued operations. We 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 operations, and we will not have any continuing involvement in their operations.

Liquidity and Capital Resources

General

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a substantial working capital deficit because our operating revenues are primarily received on a cash basis. Rather than maintain significant cash balances that would result from this pattern of operating cash flows, we utilize operating cash flows in excess of those required to fund capital projects, including new build-to-suit theatres and acquisitions. We had a working capital surplus of $18.1 million as of March 31, 2013 compared to a working capital surplus of $16.8 million at December 31, 2012. The working capital surplus in 2013 and 2012 resulted from proceeds of $56.3 million received from our common stock offering in April 2012.

30

At March 31, 2013, we had available borrowing capacity of $25 million under our revolving Credit Facility (as defined below) and approximately $63.6 million in cash and cash equivalents on hand as compared to available borrowing capacity of $25 million under our revolving Credit Facility and approximately $68.5 million in cash and cash equivalents at December 31, 2012. The material terms of our revolving credit facility (including limitations on our ability to freely use all the available borrowing capacity) are described below in “Credit Agreement and Covenant Compliance.”

On April 27, 2012, we issued $210.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2019 (the “Senior Secured Notes”). A portion of the proceeds of the Senior Secured Notes were used to repay in full our current senior secured term loan which had an outstanding balance of $199.7 million as of March 31, 2012. Following this repayment, we retained net cash proceeds of $0.8 million from the transaction after the payment of offering and other transaction expenses which we intend to use for general corporate purposes. On April 27, 2012, we also entered into a new $25.0 million senior secured revolving credit facility (the “Credit Facility”), which was undrawn at closing, and terminated our existing credit facility. The material terms of the Senior Secured Notes and the Credit Facility are described below in “Credit Agreement and Covenant Compliance.”

Net cash provided by operating activities was $5.8 million for the three months ended March 31, 2013 compared to net cash provided by operating activities of $10.0 million for the three months ended March 31, 2012. Cash provided by operating activities was lower for the three months ended March 31, 2013 due primarily to decreased box office attendance during the period ending March 31, 2013 and increased operating costs associated with theatres acquired during 2012. Net cash used in investing activities was $9.6 million for the three months ended March 31, 2013 compared to $6.3 million for the three months ended March 31, 2012. The increase in our net cash used in investing activities is primarily due to an increase in cash used for the purchases of property and equipment. Capital expenditures were $8.5 million and $6.0 million for the three months ended March 31, 2013 and 2012, respectively. Capital expenditures for the 2013 period related primarily to recently constructed new build-to-suit theatres. Capital expenditures for the 2012 period were primarily due to the construction of two new build-to-suit theatres opened during the first quarter of 2012 and Big D renovations (as described below). Net cash used in financing activities was $1.1 million for the three months ended March 31, 2013 compared to net cash used in financing activities of $0.9 million for the three months ended March 31, 2012.

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

We from time to time close older theatres or do not renew the leases, and the expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations. In the first three months of 2013, we closed seven of our underperforming theatres and estimate closing up to a total of eleven theatres for the full year 2013.

We plan to incur between $25 million and $30 million in capital expenditures for calendar year 2013. We opened two new build-to-suit theatres during the first quarter of 2013 and plan to open up to three additional theatres in 2013. In 2010, we began installing our own large digital format screen in select theatres. The Big D-Large Format Digital Experience (“Big D”) includes a larger screen, enhanced sound and premium seating accommodations. As of March 31, 2013, we have 18 Big D auditoriums, including one auditorium in each of our new build-to-suit theatres opened during the first quarter of 2013. We intend to roll out additional Big D auditoriums during the remainder of 2013, including one Big D auditorium in each new build-to-suit theatre. We also have seven IMAX auditoriums that we acquired as part of the acquisition of Rave Reviews Cinemas in November 2012. We believe that the addition of Big D and IMAX auditoriums will have a positive impact on our operating results.

7.375% Senior Secured Notes

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

At any time prior to May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes with the proceeds of certain equity offerings at a redemption price equal to 107.375% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 65% of the

31

aggregate principal amount of the Senior Secured Notes are outstanding immediately following the redemption. In addition, at any time prior to May 15, 2015, we may redeem all or a portion of the Senior Secured Notes by paying a “make-whole” premium calculated as described in the indenture governing the Senior Secured Notes (the “Indenture”).

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

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

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

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

Revolving Credit Facility

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

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

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

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

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

• incur additional indebtedness and financing obligations;

• create liens on our assets;

• make certain investments;

32

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

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

• enter into transactions with our affiliates; and

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of March 31, 2013, we were in compliance with all of the financial covenants in our Indenture and Credit Facility.

33

Forward-Looking Information

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

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

• general economic conditions in our regional and national markets;

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

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

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

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

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

• competition in our markets;

• competition with other forms of entertainment;

• the effect of leverage on our financial condition;

• prices and availability of operating supplies;

• impact of continued cost control procedures on operating results;

• the impact of asset impairments;

• the impact of terrorist acts;

• changes in tax laws, regulations and rates;

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

• other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012 under the caption “Risk Factors”.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

34

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

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, these officers have concluded that, as of March 31, 2013, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

35

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. See also “Forward-Looking Statements,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

36

ITEM 6. EXHIBITS

Listing of exhibits

Exhibit Number	Description
2.1	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.)
3.1	Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Certificate of Amendment to amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc, (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed May 21, 2010 and incorporated herein by reference).
3.3	Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Current Report on Form 8-K filed on January 22, 2009 and incorporated herein by reference).
10.1	Release and Waiver Agreement, dated April 11, 2012, between Carmike Cinemas, Inc. and Gary F. Krannacker.
11	Computation of per share earnings (provided in Note 8 of the notes to condensed consolidated financial statements included in this report under the caption “Net Income (Loss) Per Share”).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information for Carmike, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as detailed text.

37

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: May 6, 2013	By:	/s/ S. David Passman III
		S. David Passman III
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
Date: May 6, 2013	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

38

EX-10.1

Exhibit 10.1

RELEASE AND WAIVER AGREEMENT

This Release and Waiver Agreement (the “Agreement”) is entered into by and between GARY KRANNACKER (“Employee”) and CARMIKE CINEMAS, INC. (the “Company”) and arises out of the termination of Employee’s employment. In consideration of the material promises contained herein, the parties agree as follows:

(1) Termination of Employee. Employee will be terminated from Employee’s employment with the Company on April 11, 2012 (“Termination Date”). Employee acknowledges that Employee has been paid all wages and accrued benefits through the Termination Date. Further, it is agreed that as of the Termination Date, Employee will not hereafter serve in any capacity with the Company, whether as an employee or otherwise.

(2) Consideration by the Company. In consideration of the promises and releases made by Employee contained herein, the Company agrees to provide Employee with a Severance Package consisting of the following:

a. The Company will pay Employee his regular base salary at his current rate of pay (less any amounts required to be withheld under applicable laws and regulations) for twenty-four (24) months, payable in forty-eight (48) equal installments according to the Company’s regular payday schedule over a twenty-four (24) month period beginning with the first payday which occurs six months and one day after the Termination Date, provided Employee has not revoked this Agreement;

b. Each outstanding and nonvested stock option shall become fully vested and exercisable as of the Termination Date and each outstanding stock option shall remain exercisable for ninety (90) days, or if less, for the remaining term of each such option;

c. Any restrictions on any outstanding restricted stock grant shall immediately expire as of the Termination Date;

d. For the period that is 24 calendar months following the Termination Date, Employee shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Employee was provided under the Company’s employee benefit plans, policies and practices on the day before Employee’s employment terminated; provided, however,

PAGE 1 OF 7

Employee shall pay 100% of the cost of such coverage. The Company shall reimburse Employee for the difference between the cost of the coverage to Employee and the premium that an active employee would pay for the same coverage (“Company’s Cost of Coverage”) as soon as practical after Employee pays such cost. Further, if the Company cannot make such coverage available to Employee under the Company’s employee benefit plans, policies or programs, either (i) the Company shall make such coverage and benefits available to Employee outside such plans, policies and programs at no additional expense or tax liability to Employee (with Employee paying 100% of the cost of such coverage and any tax liability and the Company reimbursing Employee an amount equal to Company’s Cost of Coverage (as described above) and such tax liability as soon as practical after Employee pays such costs) or (ii) the Company shall reimburse Employee for Employee’s cost to purchase substantially similar coverage and benefits and for any tax liability for such reimbursements. Employee, at the end of such 24 month period, shall have the right to elect, at his sole expense, healthcare continuation coverage under § 4980B of the Internal Revenue Code of 1986, as amended, 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. Notwithstanding the foregoing, to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) the reimbursements called for under this section 2.d. during the first 6 months after the Termination Date shall be accumulated and paid to Employee on the date that is six months plus 1 day after the Termination Date. In addition, to the extent that any reimbursement under this section 2.d. 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; and

e. The Company will transfer to Employee the 2006 Jeep, Serial No. 1J8HH58296C293931 that he was permitted to use during his employment with the Company within thirty (30) days after the Last Revocation Day. The Company and Employee agree that the value of this automobile is $4,000. Employee agrees to satisfy any withholding obligations under applicable laws and regulations in connection with the transfer in a manner acceptable to the Company.

PAGE 2 OF 7

Employee acknowledges that Employee will not receive the Severance Package set forth above if Employee does not sign and return this Agreement to the Company within twenty-one days of receiving it or if Employee signs and returns this Agreement within such time and then revokes it within the seven (7)-day period described in Paragraph 9 below.

(3) Release by Employee. In exchange for the consideration described above in Paragraph 2, Employee hereby voluntarily, fully, and completely RELEASES, ACQUITS, AND FOREVER DISCHARGES the Company (including its current and former owners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, insurers, associated companies, parent companies, subsidiaries, divisions, affiliates, successors, and related business entities, and all persons who act on behalf of the Company, collectively known herein as “Releasees”) from any and all claims, complaints, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever (whether known or unknown) which Employee ever had, may have, or now has arising from or related to, directly or indirectly, Employee’s employment with the Company, the termination of Employee’s employment, or other events accrued or occurring before the execution of this Agreement, including, but not limited to:

(a) claims for violations of Title VII of the Civil Rights Act of 1964, the Pregnancy Discrimination Act, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Civil Rights Act of 1866, the Family and Medical Leave Act, the National Labor Relations Act, the Labor Management Relations Act, Executive Order 11141, the Vietnam Era Veteran’s Readjustment Act of 1974, the Uniformed Services Employment and Reemployment Rights Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act of 2002 or the Employee Retirement Income Security Act of 1974 (“ERISA”);

(b) claims for lost or unpaid wages, compensation, or other benefits, claims under state law, violation of public policy, defamation, slander, negligent infliction of emotional distress, intentional infliction of emotional distress, bad faith action, assault, battery, wrongful or constructive discharge, negligent hiring, retention and/or supervision, fraud, misrepresentation, conversion, breach of contract, or breach of fiduciary duty;

(c) claims related to that certain Separation Agreement entered into between Employee and the Company dated May 18, 2007, as amended; or

PAGE 3 OF 7

(d) any other claims arising under federal, state, or local law.

Notwithstanding the foregoing, Employee understands that Employee is not releasing any claims that arise under the terms of this Agreement or after the date Employee signs this Agreement. This release of claims also does not apply to claims, if any, as to which releases are prohibited by applicable law, including without limitation claims for vested benefits under any employee benefit plan subject to ERISA in which Employee participated. Finally, this release of claims does not preclude Employee from seeking unemployment insurance benefits under applicable state law.

(4) Violations of Agreement. Employee agrees that if Employee brings any lawsuit or cause of action against the Company or Releasees for any claim released in Paragraph 3 of this Agreement, Employee will pay all costs, damages, and expenses of defending the suit incurred by the Company or Releasees, including reasonable attorneys’ fees and all further costs and fees including attorneys’ fees in connection with the collection of the former.

(5) Confidentiality, Non-disparagement and Anti-pirating of Employees. Employee agrees that the existence of this Agreement, the substance of this Agreement, and the terms of this Agreement shall be kept absolutely and forever confidential. To this end, Employee agrees not to disclose any information about this Agreement to any person or entity and further agrees that Employee will not discuss, publish, or disseminate any written material relating to the Agreement or its terms, unless compelled to do so by a court of competent jurisdiction, except that Employee may disclose the terms of the Agreement to Employee’s spouse, attorneys, tax advisors, and financial advisors, who must be informed of and agree to be bound by the confidentiality provisions contained in this Agreement before Employee discloses any information to them about this Agreement. Employee agrees that Employee will not make any disparaging public remarks about the Company or any of its officers, directors, agents, or employees. Employee agrees that if Employee violates the provisions contained in this Paragraph 5 of the Agreement, Employee will immediately forfeit and/or return to the Company all amounts previously paid to or on behalf of Employee pursuant to the Severance Package made to Employee under the terms of this Agreement. Employee further agrees for two (2) years from the Termination Date not to solicit or attempt to solicit on Employee’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 the Company in an executive, managerial, or supervisory capacity during the term of Employee’s employment by the Company, with whom Employee had material contact during the two (2) year period immediately prior to the Termination Date (whether or not the employee would commit a breach of contract), and who has not ceased to be employed by the Company for a period of at least six (6) months.

PAGE 4 OF 7

(6) Future Cooperation. Employee agrees and covenants that he shall, to the extent reasonably requested, cooperate with and assist the Company in any pending or future litigation or EEOC proceeding in which the Company is a party, and regarding which Employee, by virtue of his employment, has factual knowledge or information relevant to that litigation or proceeding. Employee further agrees and covenants that, in any such litigation or EEOC proceeding, he shall, without the necessity of subpoena, provide, in any jurisdiction in which the Company requests, truthful testimony relevant to said litigation or proceeding. The Company will reimburse Employee for reasonable out-of-pocket expenses incurred with such cooperation and assistance.

(7) Return of Company Property. Employee agrees to return to the Company on the final day of employment all materials, patent information, papers, books, customer information and lists, marketing information, data, memoranda, documents, diskettes, tapes, computer software and programs, identification cards, credit cards, parking cards, keys, computers, computer and/or access keys, fax machines, beepers, phones, and files (including any copies thereof) and all other property of the Company.

(8) Consideration Period. The parties understand that Employee is entitled to take up to twenty-one (21) calendar days to consider the terms of this Agreement, although Employee is free to sign the Agreement at any time during the twenty-one (21)-day consideration period.

(9) Effective Date of Agreement and Option to Revoke. The parties also understand that Employee may revoke this Agreement within seven (7) calendar days after signing it. The last day upon which this Agreement can be revoked is referred to herein as the “Last Revocation Day.” Revocation shall be made by delivering a written notice of revocation to the attention of Daniel Ellis, Senior Vice President, Carmike Cinemas, Inc., 1301 1st Avenue, PO Box 391, Columbus, GA 31902-0391, no later than 5:00 p.m. (Eastern Time) on the Last Revocation Day. The parties agree and understand that if Employee does not revoke this Agreement on or before the Last Revocation Day, this Agreement shall become effective on the day following the Last Revocation Day and Employee then shall be entitled to receive the Severance Package described in Paragraph 2 of this Agreement. The parties agree and understand that if Employee does revoke this Agreement on or before the Last Revocation Day, this Agreement shall not become effective and Employee will not be entitled to receive the Severance Package described above in Paragraph 2 of this Agreement.

(10) Entire Agreement. This Agreement contains the entire agreement and understanding concerning the subject matter between the parties hereto, superseding and replacing all prior negotiations, understandings, representations and agreements, written or oral. No modification, amendment, waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either of the parties unless confirmed by a written instrument signed by both parties. No waiver by any party of any term or provision of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

PAGE 5 OF 7

(11) Scope of Agreement. This Agreement shall accrue to the benefit of and be binding upon the parties hereto, their respective successors, agents and permitted assigns, and Employee’s spouse, heirs, legatees, administrators, and personal representatives. Employee may not assign Employee’s rights or obligations under this Agreement without the prior written consent of the Company.

(12) Severability and Applicable Law. Each of the provisions above are independent and shall be severable from the other provisions of this Agreement if any provision, for any reason, is held to be void, voidable, illegal, invalid, or unenforceable. Such determination shall not affect the validity or enforceability of any other provision of this Agreement. This Agreement shall be interpreted, enforced, construed, and governed under the laws of the State of Georgia.

(13) Section 409A. It is intended that the Severance Package which may be provided to Employee pursuant to this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered consistent therewith. Nevertheless, neither the Company nor any Releasee hereunder shall be liable to Employee if any payments or benefits which are to be provided to Employee pursuant to this Agreement which are considered deferred compensation under Section 409A of the Code otherwise fail to be exempt from, or comply with, Section 409A of the Code. To the extent necessary to avoid adverse tax consequences under Section 409A of the Code, the timing of any payment under this Agreement shall be delayed by six (6) months and one (1) day in a manner consistent with Section 409A(a)(2)(B)(i) of the Code.

(14) Acknowledgment of Knowing And Voluntary Waiver

I HAVE CAREFULLY READ THIS AGREEMENT AND I FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT.

I HAVE BEEN ENCOURAGED AND ADVISED IN WRITING TO SEEK ADVICE FROM ANYONE OF MY CHOOSING REGARDING THIS AGREEMENT (INCLUDING MY ATTORNEY, ACCOUNTANT OR TAX ADVISOR). PRIOR TO SIGNING THIS AGREEMENT, I HAVE BEEN GIVEN THE OPPORTUNITY AND SUFFICIENT TIME TO SEEK SUCH ADVICE.

I HAVE HAD THE OPPORTUNITY TO REVIEW AND CONSIDER THIS AGREEMENT FOR A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS BEFORE SIGNING IT. IN THE EVENT I EXECUTE THIS AGREEMENT BEFORE THAT TIME, I CERTIFY BY THAT EXECUTION THAT I KNOWINGLY AND VOLUNTARILY WAIVED THE RIGHT TO THE FULL 21-DAY CONSIDERATION PERIOD, FOR REASONS PERSONAL TO ME, WITH NO PRESSURE BY ANY COMPANY REPRESENTATIVE TO DO SO.

PAGE 6 OF 7

I UNDERSTAND THAT I MAY REVOKE THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) CALENDAR DAY PERIOD AFTER I SIGN THIS AGREEMENT. IN ORDER TO REVOKE THIS AGREEMENT, I MUST DELIVER WRITTEN NOTIFICATION OF SUCH REVOCATION TO SADIE MARSHALL AS DESCRIBED ABOVE. I UNDERSTAND THAT THIS AGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF THIS SEVEN (7) CALENDAR DAY REVOCATION PERIOD. I UNDERSTAND THAT UPON THE EXPIRATION OF SUCH SEVEN (7) CALENDAR DAY REVOCATION PERIOD THIS ENTIRE AGREEMENT WILL BE BINDING UPON ME AND WILL BE IRREVOCABLE. REVOCATION OF THIS AGREEMENT WILL NOT ALTER OR CHANGE THE TERMINATION OF MY EMPLOYMENT BY THE COMPANY.

IN SIGNING THIS AGREEMENT, I AM NOT RELYING ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT BY THE COMPANY OR ANY OF ITS REPRESENTATIVES WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS AGREEMENT OR OTHERWISE.

I WAS NOT COERCED, THREATENED, OR OTHERWISE FORCED TO SIGN THIS AGREEMENT. I AM VOLUNTARILY SIGNING AND DELIVERING THIS AGREEMENT OF MY OWN FREE WILL.

I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP RIGHTS I MAY HAVE. I UNDERSTAND I DO NOT HAVE TO SIGN THIS AGREEMENT.

IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement on the date set forth below as an expression of their intent to be bound by the foregoing terms of this Agreement.

GARY KRANNACKER

This          day of                     , 2012.

CARMIKE CINEMAS, INC.

By:

Fred Van Noy

Senior Vice President

This          day of                     , 2012.

PAGE 7 OF 7

EX-31.1

Exhibit 31.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, S. David Passman III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2013

/s/ S. David Passman III

S. David Passman III

President, Chief Executive Officer and

Director

39

EX-31.2

Exhibit 31.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Richard B. Hare, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Carmike Cinemas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2013

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and

Chief Financial Officer

40

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, S. David Passman III, the Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: May 6, 2013

/s/ S. David Passman III

S. David Passman III

President, Chief Executive Officer and

Director

41

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard B. Hare, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: May 6, 2013

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and

Chief Financial Officer

42

XML

Investments in Unconsolidated Affiliates (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Assets:
Current assets	$ 25,048
Noncurrent assets	156,628
Total assets	181,676
Liabilities:
Current liabilities	32,927
Noncurrent liabilities	73,985
Total liabilities	106,912
Results of operations:
Revenue	17,788	23,245
Net income	$ (9,353)	$ (8,299)

XML

Guarantor Subsidiaries (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	$ 5,824	$ 9,953
Cash flows from investing activities:
Purchases of property and equipment	(8,508)	(5,990)
Theatre acquisition	(1,349)	(702)
Proceeds from sale of property and equipment	5	58
Other investing activities	284	301
Net cash used in investing activities	(9,568)	(6,333)	(9,568)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(971)	(436)
Purchase of treasury stock	(174)
Net cash provided by (used in) financing activities	(1,145)	(947)
Increase in cash and cash equivalents	(4,889)	2,673
Cash and cash equivalents at beginning of period	68,531	13,616	13,616
Cash and cash equivalents at end of period	63,642	16,289	68,531
Carmike Cinemas, Inc. [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	7,831	(4,310)
Cash flows from investing activities:
Purchases of property and equipment	(2,708)	(2,837)
Proceeds from sale of property and equipment	5	40
Other investing activities	284	301
Net cash used in investing activities	(2,419)	(2,496)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(103)	(79)
Purchase of treasury stock	(174)
Intercompany receivable/payable	(5,613)	7,745
Net cash provided by (used in) financing activities	(5,890)	7,155
Increase in cash and cash equivalents	(478)	349
Cash and cash equivalents at beginning of period	49,093	3,623	3,623
Cash and cash equivalents at end of period	48,615	3,972
Guarantor Subsidiaries [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	(3,145)	14,263
Cash flows from investing activities:
Purchases of property and equipment	(5,403)	(3,153)
Theatre acquisition		(702)
Proceeds from sale of property and equipment		18
Net cash used in investing activities	(5,403)	(3,837)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(438)	(357)
Intercompany receivable/payable	6,741	(7,745)
Net cash provided by (used in) financing activities	6,303	(8,102)
Increase in cash and cash equivalents	(2,245)	2,324
Cash and cash equivalents at beginning of period	14,870	9,993	9,993
Cash and cash equivalents at end of period	12,625	12,317
Eliminations [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Theatre acquisition
Proceeds from sale of property and equipment
Other investing activities
Net cash used in investing activities	0
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations
Purchase of treasury stock
Intercompany receivable/payable
Net cash provided by (used in) financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Senior secured notes [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	5,824
Cash flows from investing activities:
Purchases of property and equipment	(8,508)
Theatre acquisition	(1,349)
Proceeds from sale of property and equipment	5
Other investing activities	284
Net cash used in investing activities	(9,568)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(971)
Purchase of treasury stock	(174)
Net cash provided by (used in) financing activities	(1,145)
Increase in cash and cash equivalents	(4,888)
Cash and cash equivalents at beginning of period	68,531
Cash and cash equivalents at end of period	63,642
Senior secured notes [Member] | Carmike Cinemas, Inc. [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	7,831
Cash flows from investing activities:
Purchases of property and equipment	(2,708)
Proceeds from sale of property and equipment	5
Other investing activities	284
Net cash used in investing activities	(2,419)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(103)
Purchase of treasury stock	(174)
Intercompany receivable/payable	(5,613)
Net cash provided by (used in) financing activities	(5,890)
Increase in cash and cash equivalents	(477)
Cash and cash equivalents at beginning of period	49,093
Cash and cash equivalents at end of period	48,615
Senior secured notes [Member] | Guarantor Subsidiaries [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	(2,007)
Cash flows from investing activities:
Purchases of property and equipment	(5,800)
Theatre acquisition	(1,349)
Net cash used in investing activities	(7,149)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(868)
Intercompany receivable/payable	5,613
Net cash provided by (used in) financing activities	4,745
Increase in cash and cash equivalents	(4,411)
Cash and cash equivalents at beginning of period	19,438
Cash and cash equivalents at end of period	15,027
Senior secured notes [Member] | Eliminations [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Theatre acquisition
Proceeds from sale of property and equipment
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations
Purchase of treasury stock
Intercompany receivable/payable
Net cash provided by (used in) financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

XML

Guarantor Subsidiaries (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 63,642	$ 68,531	$ 16,289	$ 13,616
Restricted cash	9	293
Accounts receivable	5,461	6,555
Inventories	3,550	4,186
Deferred income tax asset	3,639	2,896
Prepaid expenses and other assets	15,741	10,936
Total current assets	92,042	93,397
Property and equipment:
Land	51,876	51,876
Buildings and building improvements	335,141	335,738
Leasehold improvements	143,711	141,758
Assets under capital leases	44,970	44,970
Equipment	236,780	235,223
Construction in progress	6,654	5,185
Total property and equipment	819,132	814,750
Accumulated depreciation and amortization	(377,882)	(369,823)
Property and equipment, net of accumulated depreciation	441,250	444,927
Goodwill	44,577	44,577
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	6,231	7,682
Deferred income tax asset	100,541	100,012
Other assets	19,872	21,072
Total assets	705,548	712,728
Current liabilities:
Accounts payable	29,208	32,141
Accrued expenses	40,228	40,049
Current maturities of capital leases and long-term financing obligations	4,547	4,422
Total current liabilities	73,983	76,612
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	219,746	220,725
Deferred revenue	32,695	32,984
Other	25,371	23,425
Total long-term liabilities	487,377	486,682
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	705,548	712,728
Carmike Cinemas, Inc. [Member]
Current assets:
Cash and cash equivalents	48,615	49,093	3,972	3,623
Restricted cash	9	293
Accounts receivable	4,853	5,058
Inventories	793	926
Deferred income tax asset	3,203	3,203
Prepaid expenses and other assets	10,503	3,426
Total current assets	67,976	61,999
Property and equipment:
Land	12,080	12,080
Buildings and building improvements	45,581	45,571
Leasehold improvements	19,213	19,200
Assets under capital leases	8,675	8,675
Equipment	64,883	64,167
Construction in progress	1,688	1,352
Total property and equipment	152,120	151,045
Accumulated depreciation and amortization	(79,184)	(77,302)
Property and equipment, net of accumulated depreciation	72,936	73,743
Intercompany receivables	98,363	92,801
Investment in subsidiaries	152,897	157,522
Investments in unconsolidated affiliates (Note 10)	5,298	6,740
Deferred income tax asset	56,753	57,247
Other assets	13,520	14,299
Total assets	467,743	464,351
Current liabilities:
Accounts payable	24,283	24,071
Accrued expenses	23,410	14,601
Current maturities of capital leases and long-term financing obligations	464	442
Total current liabilities	48,157	39,114
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	27,777	27,876
Deferred revenue	32,695	32,984
Other	5,361	5,395
Total long-term liabilities	275,398	275,803
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	467,743	464,351
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	12,625	14,870	12,317	9,993
Accounts receivable	336	874
Inventories	2,336	2,823
Deferred income tax asset	436
Prepaid expenses and other assets	1,559	5,173
Total current assets	17,292	23,740
Property and equipment:
Land	39,796	39,796
Buildings and building improvements	222,483	223,090
Leasehold improvements	108,686	107,111
Assets under capital leases	36,295	36,295
Equipment	159,141	158,333
Construction in progress	4,967	3,833
Total property and equipment	571,368	568,458
Accumulated depreciation and amortization	(295,216)	(291,132)
Property and equipment, net of accumulated depreciation	276,152	277,326
Investment in subsidiaries	129	126
Goodwill	8,087	8,087
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	933	942
Deferred income tax asset	43,390	42,765
Other assets	5,956	6,026
Total assets	352,974	360,073
Current liabilities:
Accounts payable	6,729	9,704
Accrued expenses	10,395	17,250
Current maturities of capital leases and long-term financing obligations	2,209	2,169
Total current liabilities	19,333	29,123
Long-term liabilities:
Capital leases and long-term financing obligations, less current maturities	84,168	84,557
Intercompany liabilities	103,204	99,803
Other	13,580	11,487
Total long-term liabilities	200,952	195,847
Stockholders' equity:
Preferred Stock
Common Stock	1	1
Paid-in capital	237,800	237,800
Accumulated deficit	(105,112)	(102,698)
Total stockholders' equity	132,689	135,103
Total liabilities and stockholders' equity	352,974	360,073
Eliminations [Member]
Current assets:
Cash and cash equivalents
Accounts receivable	(3,290)	(4,627)
Deferred income tax asset		(307)
Total current assets	(3,290)	(4,934)
Property and equipment:
Intercompany receivables	(103,204)	(99,803)
Investment in subsidiaries	(153,026)	(157,648)
Total assets	(259,520)	(262,385)
Current liabilities:
Accounts payable	(3,290)	(4,627)
Accrued expenses		(307)
Total current liabilities	(3,290)	(4,934)
Long-term liabilities:
Intercompany liabilities	(103,204)	(99,803)
Total long-term liabilities	(103,204)	(99,803)
Stockholders' equity:
Preferred Stock
Common Stock	(1)	(1)
Paid-in capital	(260,013)	(259,837)
Accumulated deficit	106,988	102,190
Total stockholders' equity	(153,026)	(157,648)
Total liabilities and stockholders' equity	(259,520)	(262,385)
Senior secured notes [Member]
Current assets:
Cash and cash equivalents	63,642	68,531
Restricted cash	9	293
Accounts receivable	5,461	6,555
Inventories	3,550	4,186
Deferred income tax asset	3,639	2,896
Prepaid expenses and other assets	15,741	10,936
Total current assets	92,042	93,397
Property and equipment:
Land	51,876	51,876
Buildings and building improvements	335,141	335,738
Leasehold improvements	143,711	141,758
Assets under capital leases	44,970	44,970
Equipment	236,780	235,223
Construction in progress	6,654	5,185
Total property and equipment	819,132	814,750
Accumulated depreciation and amortization	(377,882)	(369,823)
Property and equipment, net of accumulated depreciation	441,250	444,927
Goodwill	44,577	44,577
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	6,231	7,682
Deferred income tax asset	100,541	100,012
Other assets	19,872	21,072
Total assets	705,548	712,728
Current liabilities:
Accounts payable	29,208	32,141
Accrued expenses	40,228	40,049
Current maturities of capital leases and long-term financing obligations	4,547	4,422
Total current liabilities	73,983	76,612
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	219,746	220,725
Deferred revenue	32,695	32,948
Other	25,371	23,425
Total long-term liabilities	487,377	486,682
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	705,548	712,728
Senior secured notes [Member] | Carmike Cinemas, Inc. [Member]
Current assets:
Cash and cash equivalents	48,615	49,093
Restricted cash	9	293
Accounts receivable	4,853	5,058
Inventories	793	926
Deferred income tax asset	3,203	3,203
Prepaid expenses and other assets	10,503	3,426
Total current assets	67,976	61,999
Property and equipment:
Land	12,080	12,080
Buildings and building improvements	45,581	45,571
Leasehold improvements	19,213	19,200
Assets under capital leases	8,675	8,675
Equipment	64,883	64,167
Construction in progress	1,688	1,352
Total property and equipment	152,120	151,045
Accumulated depreciation and amortization	(79,184)	(77,302)
Property and equipment, net of accumulated depreciation	72,936	73,743
Intercompany receivables	98,363	92,801
Investment in subsidiaries	152,897	157,522
Investments in unconsolidated affiliates (Note 10)	5,298	6,740
Deferred income tax asset	56,753	57,247
Other assets	13,520	14,299
Total assets	467,743	464,351
Current liabilities:
Accounts payable	24,283	24,071
Accrued expenses	23,410	14,601
Current maturities of capital leases and long-term financing obligations	464	442
Total current liabilities	48,157	39,114
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	27,777	27,876
Deferred revenue	32,695	32,984
Other	5,361	5,395
Total long-term liabilities	275,398	275,803
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	467,743	464,351
Senior secured notes [Member] | Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	15,027	19,438
Accounts receivable	3,898	6,124
Inventories	2,757	3,260
Deferred income tax asset	436
Prepaid expenses and other assets	5,238	7,510
Total current assets	27,536	36,332
Property and equipment:
Land	39,796	39,796
Buildings and building improvements	289,560	290,167
Leasehold improvements	124,498	122,558
Assets under capital leases	36,295	36,295
Equipment	171,897	171,056
Construction in progress	4,966	3,833
Total property and equipment	667,012	663,705
Accumulated depreciation and amortization	(298,698)	(292,521)
Property and equipment, net of accumulated depreciation	368,314	371,184
Investment in subsidiaries	129	126
Goodwill	44,577	44,577
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	933	942
Deferred income tax asset	43,788	42,765
Other assets	6,352	6,773
Total assets	492,484	503,760
Current liabilities:
Accounts payable	8,215	12,697
Accrued expenses	16,818	25,755
Current maturities of capital leases and long-term financing obligations	4,083	3,980
Total current liabilities	29,116	42,432
Long-term liabilities:
Capital leases and long-term financing obligations, less current maturities	191,969	192,849
Intercompany liabilities	98,363	92,801
Other	20,010	18,030
Total long-term liabilities	310,342	303,680
Stockholders' equity:
Preferred Stock
Common Stock	1	1
Paid-in capital	260,013	259,837
Accumulated deficit	(106,988)	(102,190)
Total stockholders' equity	153,026	157,648
Total liabilities and stockholders' equity	492,484	503,760
Senior secured notes [Member] | Eliminations [Member]
Current assets:
Cash and cash equivalents
Accounts receivable	(3,290)	(4,267)
Deferred income tax asset		(307)
Total current assets	(3,290)	(4,934)
Property and equipment:
Intercompany receivables	(98,363)	(92,801)
Investment in subsidiaries	(153,026)	(157,648)
Total assets	(254,679)	(255,383)
Current liabilities:
Accounts payable	(3,290)	(4,627)
Accrued expenses		(307)
Total current liabilities	(3,290)	(4,934)
Long-term liabilities:
Intercompany liabilities	(98,363)	(92,801)
Total long-term liabilities	(98,363)	(92,801)
Stockholders' equity:
Preferred Stock
Common Stock	(1)	(1)
Paid-in capital	(260,013)	(259,837)
Accumulated deficit	106,988	102,190
Total stockholders' equity	(153,026)	(157,648)
Total liabilities and stockholders' equity	$ (254,679)	$ (255,383)

XML

Equity Based Compensation (Details Textual) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Equity Based Compensation (Textual) [Abstract]
Compensation expense, recognition period	2 years 4 months 24 days
Performance-based awards outstanding	697,500		747,500
Stock-based compensation expense	$ 711	$ 463
Equity Based Compensation (Additional Textual) [Abstract]
Shares available for future grants Under 2004 Incentive Stock Plan	1,153,602
Total unrecognized compensation cost	$ 5,638
Options granted	0	0
Estimated forfeiture rate used for recording stock-based compensation expense	5.00%
Stock option expiration period	10 years
Outstanding performance based stock award shares earned	236,803
Performance Shares [Member]
Equity Based Compensation (Textual) [Abstract]
Stock Option, Vesting period	3 years
Performance-based awards outstanding	361,603
Minimum [Member] | Restricted Stock [Member]
Equity Based Compensation (Textual) [Abstract]
Stock Option, Vesting period	1 year
Compensation expense, recognition period	1 year
Maximum [Member] | Restricted Stock [Member]
Equity Based Compensation (Textual) [Abstract]
Stock Option, Vesting period	3 years
Compensation expense, recognition period	3 years

XML

Guarantor Subsidiaries (Tables)

3 Months Ended

Mar. 31, 2013

Condensed Financial Statements, Captions [Line Items]

Condensed consolidating balance sheet

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	12,625		$	2,402		$	—		$	63,642
Restricted cash		9			—			—			—			9
Accounts receivable		4,853			336			3,562			(3,290	)		5,461
Inventories		793			2,336			421			—			3,550
Deferred income tax asset		3,203			436			—			—			3,639
Prepaid expenses and other assets		10,503			1,559			3,679			—			15,741
Total current assets		67,976			17,292			10,064			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,581			222,483			67,077			—			335,141
Leasehold improvements		19,213			108,686			15,812			—			143,711
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,883			159,141			12,756			—			236,780
Construction in progress		1,688			4,967			(1	)		—			6,654
Total property and equipment		152,120			571,368			95,644			—			819,132
Accumulated depreciation and amortization		(79,184	)		(295,216	)		(3,482	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			276,152			92,162			—			441,250
Intercompany receivables		98,363			—			4,841			(103,204	)		—
Investments in subsidiaries		152,897			129			—			(153,026	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			—			6,231
Deferred income tax asset		56,753			43,390			398			—			100,541
Other assets		13,520			5,956			396			—			19,872
Total assets	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	6,729		$	1,486		$	(3,290	)	$	29,208
Accrued expenses		23,410			10,395			6,423			—			40,228
Current maturities of capital leases and long-term financing obligations		464			2,209			1,874			—			4,547
Total current liabilities		48,157			19,333			9,783			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			84,168			107,801			—			219,746
Intercompany liabilities		—			103,204			—			(103,204	)		—
Deferred revenue		32,695			—			—			—			32,695
Other		5,361			13,580			6,430			—			25,371
Total long-term liabilities		275,398			200,952			114,231			(103,204	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		542			1			—			(1	)		542
Treasury stock		(11,914	)		—			—			—			(11,914	)
Paid-in capital		350,375			237,800			22,213			(260,013	)		350,375
Accumulated deficit		(194,815	)		(105,112	)		(1,876	)		106,988			(194,815	)
Total stockholders’ equity		144,188			132,689			20,337			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	14,870		$	4,568		$	—		$	68,531
Restricted cash		293			—			—			—			293
Accounts receivable		5,058			874			5,250			(4,627	)		6,555
Inventories		926			2,823			437			—			4,186
Deferred income tax asset		3,203			—			—			(307	)		2,896
Prepaid expenses and other current assets		3,426			5,173			2,337			—			10,936
Total current assets		61,999			23,740			12,592			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,571			223,090			67,077			—			335,738
Leasehold improvements		19,200			107,111			15,447			—			141,758
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,167			158,333			12,723			—			235,223
Construction in progress		1,352			3,833			—			—			5,185
Total property and equipment		151,045			568,458			95,247			—			814,750
Accumulated depreciation and amortization		(77,302	)		(291,132	)		(1,389	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			277,326			93,858			—			444,927
Intercompany receivables		92,801			—			7,002			(99,803	)		—
Investments in subsidiaries		157,522			126			—			(157,648	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			—			7,682
Deferred income tax asset		57,247			42,765			—			—			100,012
Other assets		14,299			6,026			747			—			21,072
Total assets	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	9,704		$	2,993		$	(4,627	)	$	32,141
Accrued expenses		14,601			17,250			8,505			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			2,169			1,811			—			4,422
Total current liabilities		39,114			29,123			13,309			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			84,557			108,292			—			220,725
Intercompany liabilities		—			99,803			—			(99,803	)		—
Deferred revenue		32,984			—			—			—			32,984
Other		5,395			11,487			6,543			—			23,425
Total long-term liabilities		275,803			195,847			114,835			(99,803	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		540			1			—			(1	)		540
Treasury stock		(11,740	)		—			—			—			(11,740	)
Paid-in capital		349,666			237,800			22,037			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,698	)		508			102,190			(189,032	)
Total stockholders’ equity		149,434			135,103			22,545			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728

Condensed consolidating statement of operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	58,712		$	11,566		$	—		$	81,522
Concessions and other		13,977			34,808			6,256			(6,470	)		48,571
Total operating revenues		25,221			93,520			17,822			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			30,901			6,326			—			43,264
Concession costs		901			4,278			790			—			5,969
Other theatre operating costs		9,849			46,079			8,501			(6,470	)		57,959
General and administrative expenses		5,429			570			16			—			6,015
Lease termination charges		—			3,063			—			—			3,063
Depreciation and amortization		1,879			6,262			2,093			—			10,234
Loss on sale of property and equipment		5			75			—			—			80
Impairment of long-lived assets		—			204			—			—			204
Total operating costs and expenses		24,100			91,432			17,726			(6,470	)		126,788
Operating income		1,121			2,088			96			—			3,305
Interest expense		2,025			6,157			4,116			—			12,298
Equity in loss of subsidiaries		4,801			—			—			(4,801	)		—
Loss before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(4,069	)		(4,020	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(1,654	)		(1,635	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			—			(1,015	)
Loss from continuing operations		(5,785	)		(2,342	)		(2,385	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			—			(72	)
Net loss	$	(5,783	)	$	(2,416	)	$	(2,385	)	$	4,801		$	(5,783	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	13,721		$	68,969	$	—		$	82,690
Concessions and other		14,798			38,791		(6,313	)		47,276
Total operating revenues		28,519			107,760		(6,313	)		129,966
Operating costs and expenses:
Film exhibition costs		7,204			36,039		—			43,243
Concession costs		1,010			4,556		—			5,566
Other theatre operating costs		11,106			47,339		(6,313	)		52,132
General and administrative expenses		4,428			572		—			5,000
Depreciation and amortization		1,707			6,060		—			7,767
Loss on sale of property and equipment		21			227		—			248
Impairment of long-lived assets		9			1,477		—			1,486
Total operating costs and expenses		25,485			96,270		(6,313	)		115,442
Operating income		3,034			11,490		—			14,524
Interest expense		2,519			5,744		—			8,263
Equity in loss of subsidiaries		(3,372	)		—		3,372			—
Income before income tax and (loss) income from unconsolidated affiliates		3,887			5,746		(3,372	)		6,261
Income tax (benefit) expense		(97	)		2,504		—			2,407
(Loss) income from unconsolidated affiliates		(654	)		111		—			(543	)
Income from continuing operations		3,330			3,353		(3,372	)		3,311
Loss from discontinued operations		(98	)		19		—			(79	)
Net income	$	3,232		$	3,372	$	(3,372	)	$	3,232

Condensed consolidating statement of cash flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(3,145	)	$	1,138		$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,403	)		(397	)		—		(8,508	)
Theatre acquisition		—			—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—			—		5
Other investing activities		284			—			—			—		284
Net cash used in investing activities		(2,419	)		(5,403	)		(1,746	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(438	)		(430	)		—		(971	)
Purchase of treasury stock		(174	)		—			—			—		(174	)
Intercompany receivable/payable		(5,613	)		6,741			(1,128	)		—		—
Net cash (used in) provided by financing activities		(5,890	)		6,303			(1,558	)		—		(1,145	)
Increase in cash and cash equivalents		(478	)		(2,245	)		(2,166	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			14,870			4,568			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	12,625		$	2,402		$	—	$	63,642

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(4,310	)	$	14,263		$	—	$	9,953
Cash flows from investing activities:
Purchases of property and equipment		(2,837	)		(3,153	)		—		(5,990	)
Purchase acquisition		—			(702	)		—		(702	)
Proceeds from sale of property and equipment		40			18			—		58
Other investing activities		301			—			—		301
Net cash used in investing activities		(2,496	)		(3,837	)				(6,333	)
Cash flows from financing activities:
Short-term borrowings		5,000			—			—		5,000
Repayments of short-term borrowings		(5,000	)		—			—		(5,000	)
Repayments of long-term debt		(511	)		—			—		(511	)
Intercompany receivable/payable		7,745			(7,745	)		—		—
Repayments of capital lease and long-term financing obligations		(79	)		(357	)		—		(436	)
Net cash provided by (used in) financing activities		7,155			(8,102	)		—		(947	)
Increase in cash and cash equivalents		349			2,324			—		2,673
Cash and cash equivalents at beginning of period		3,623			9,993			—		13,616
Cash and cash equivalents at end of period	$	3,972		$	12,317		$	—	$	16,289

Senior secured notes [Member]

Condensed Financial Statements, Captions [Line Items]

Condensed consolidating balance sheet

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	15,027		$	—		$	63,642
Restricted cash		9			—			—			9
Accounts receivable		4,853			3,898			(3,290	)		5,461
Inventories		793			2,757			—			3,550
Deferred income tax asset		3,203			436			—			3,639
Prepaid expenses and other assets		10,503			5,238			—			15,741
Total current assets		67,976			27,356			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,581			289,560			—			335,141
Leasehold improvements		19,213			124,498			—			143,711
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,883			171,897			—			236,780
Construction in progress		1,688			4,966			—			6,654
Total property and equipment		152,120			667,012			—			819,132
Accumulated depreciation and amortization		(79,184	)		(298,698	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			368,314			—			441,250
Intercompany receivables		98,363			—			(98,363	)		—
Investments in subsidiaries		152,897			129			(153,026	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			6,231
Deferred income tax asset		56,753			43,788			—			100,541
Other assets		13,520			6,352			—			19,872
Total assets	$	467,743		$	492,484		$	(254,679	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	8,215		$	(3,290	)	$	29,208
Accrued expenses		23,410			16,818			—			40,228
Current maturities of capital leases and long-term financing obligations		464			4,083			—			4,547
Total current liabilities		48,157			29,116			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			191,969			—			219,746
Intercompany liabilities		—			98,363			(98,363	)		—
Deferred revenue		32,695			—			—			32,695
Other		5,361			20,010			—			25,371
Total long-term liabilities		275,398			310,342			(98,363	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		542			1			(1	)		542
Treasury stock		(11,914	)		—			—			(11,914	)
Paid-in capital		350,375			260,013			(260,013	)		350,375
Accumulated deficit		(194,815	)		(106,988	)		106,988			(194,815	)
Total stockholders’ equity		144,188			153,026			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	492,484		$	(254,679	)	$	705,548

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	19,438		$	—		$	68,531
Restricted cash		293			—			—			293
Accounts receivable		5,058			6,124			(4,627	)		6,555
Inventories		926			3,260			—			4,186
Deferred income tax asset		3,203			—			(307	)		2,896
Prepaid expenses and other assets		3,426			7,510			—			10,936
Total current assets		61,999			36,332			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,571			290,167			—			335,738
Leasehold improvements		19,200			122,558			—			141,758
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,167			171,056			—			235,223
Construction in progress		1,352			3,833			—			5,185
Total property and equipment		151,045			663,705			—			814,750
Accumulated depreciation and amortization		(77,302	)		(292,521	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			371,184			—			444,927
Intercompany receivables		92,801			—			(92,801	)		—
Investments in subsidiaries		157,522			126			(157,648	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			7,682
Deferred income tax asset		57,247			42,765			—			100,012
Other assets		14,299			6,773			—			21,072
Total assets	$	464,351		$	503,760		$	(255,383	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	12,697		$	(4,627	)	$	32,141
Accrued expenses		14,601			25,755			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			3,980			—			4,422
Total current liabilities		39,114			42,432			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			192,849			—			220,725
Intercompany liabilities		—			92,801			(92,801	)		—
Deferred revenue		32,984			—			—			32,984
Other		5,395			18,030			—			23,425
Total long-term liabilities		275,803			303,680			(92,801	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		540			1			(1	)		540
Treasury stock		(11,740	)		—			—			(11,740	)
Paid-in capital		349,666			259,837			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,190	)		102,190			(189,032	)
Total stockholders’ equity		149,434			157,648			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	503,760		$	(255,383	)	$	712,728

Condensed consolidating statement of operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	70,278		$	—		$	81,522
Concessions and other		13,977			41,064			(6,470	)		48,571
Total operating revenues		25,221			111,342			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			37,227			—			43,264
Concession costs		901			5,068			—			5,969
Other theatre operating costs		9,849			54,580			(6,470	)		57,959
General and administrative expenses		5,429			586			—			6,015
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		1,879			8,355			—			10,234
Loss on sale of property and equipment		5			75			—			80
Impairment of long-lived assets		—			204			—			204
Total operating costs and expenses		24,100			109,158			(6,470	)		126,788
Operating income		1,121			2,184			—			3,305
Interest expense		2,025			10,273			—			12,298
Equity in loss of subsidiaries		4,801			—			(4,801	)		—
(Loss) before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(8,089	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(3,289	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			(1,015	)
Loss from continuing operations		(5,785	)		(4,727	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			(72	)
Net loss	$	(5,783	)	$	(4,801	)	$	4,801		$	(5,783	)

Condensed consolidating statement of cash flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(2,007	)	$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,800	)		—		(8,508	)
Theatre acquisition		—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—		5
Other investing activities		284			—			—		284
Net cash used in investing activities		(2,419	)		(7,149	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(868	)		—		(971	)
Purchase of treasury stock		(174	)		—			—		(174	)
Intercompany receivable/payable		(5,613	)		5,613			—		—
Net cash provided by (used in) financing activities		(5,890	)		4,745			—		(1,145	)
Increase in cash and cash equivalents		(478	)		(4,411	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			19,438			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	15,027		$	—	$	63,642

XML

Lease Termination Charges (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Lease Termination Charges (Textual) [Abstract]
Lease termination charges	$ 3,063
Remaining Lease term period of expiration lease	6 years
Lease future minimum payments, present value of net minimum payments	2,413
Lease termination charges of new build to suit theatre	$ 650

XML

Screenvision Exhibition Inc (Details) (USD $) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 SV Holdco [Member]
Investment in unconsolidated affiliates
Balance at January 1, 2013	$ 6,231	$ 7,682	$ 6,740
Equity earnings of SV Holdco			(1,442)
Balance at March 31, 2013	6,231	7,682	5,298
Deferred revenue
Balance at January 1, 2013			34,141
Amortization of up-front payment			(237)
Amortization of Class C units			(52)
Balance at March 31, 2013			$ 33,852

XML

Guarantor Subsidiaries (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Admissions	$ 81,522	$ 82,690
Concessions and other	48,571	47,276
Total operating revenues	130,093	129,966
Operating costs and expenses:
Film exhibition costs	43,264	43,243
Concession costs	5,969	5,566
Other theatre operating costs	57,959	52,132
General and administrative expenses	6,015	5,000
Lease termination charges	3,063
Depreciation and amortization	10,234	7,767
Loss on sale of property and equipment	80	248
Impairment of long-lived assets	204	1,486
Total operating costs and expenses	126,788	115,442
Operating income	3,305	14,524
Interest expense	12,298	8,263
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(8,993)	6,261
Income tax (benefit) expense	(4,297)	2,407
(Loss) income from unconsolidated affiliates	(1,015)	(543)
Loss from continuing operations	(5,711)	3,311
Income (loss) from discontinued operations	(72)	(79)
Net loss	(5,783)	3,232
Carmike Cinemas, Inc. [Member]
Revenues:
Admissions	11,244	13,721
Concessions and other	13,977	14,798
Total operating revenues	25,221	28,519
Operating costs and expenses:
Film exhibition costs	6,037	7,204
Concession costs	901	1,010
Other theatre operating costs	9,849	11,106
General and administrative expenses	5,429	4,428
Depreciation and amortization	1,879	1,707
Loss on sale of property and equipment	5	21
Impairment of long-lived assets		9
Total operating costs and expenses	24,100	25,485
Operating income	1,121	3,034
Interest expense	2,025	2,519
Equity in loss of subsidiaries	4,801	(3,372)
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(5,705)	3,887
Income tax (benefit) expense	(1,008)	(97)
(Loss) income from unconsolidated affiliates	(1,088)	(654)
Loss from continuing operations	(5,785)	3,330
Income (loss) from discontinued operations	2	(98)
Net loss	(5,783)	3,232
Guarantor Subsidiaries [Member]
Revenues:
Admissions	58,172	68,969
Concessions and other	34,808	38,791
Total operating revenues	93,520	107,760
Operating costs and expenses:
Film exhibition costs	30,901	36,039
Concession costs	4,278	4,556
Other theatre operating costs	46,079	47,339
General and administrative expenses	570	572
Lease termination charges	3,063
Depreciation and amortization	6,262	6,060
Loss on sale of property and equipment	75	227
Impairment of long-lived assets	204	1,477
Total operating costs and expenses	91,432	96,270
Operating income	2,088	11,490
Interest expense	6,157	5,744
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(4,069)	5,746
Income tax (benefit) expense	(1,654)	2,504
(Loss) income from unconsolidated affiliates	73	111
Loss from continuing operations	(2,342)	3,353
Income (loss) from discontinued operations	(74)	19
Net loss	(2,416)	3,372
Eliminations [Member]
Revenues:
Concessions and other	(6,470)	(6,313)
Total operating revenues	(6,470)	(6,313)
Operating costs and expenses:
Other theatre operating costs	(6,470)	(6,313)
Loss on sale of property and equipment
Total operating costs and expenses	(6,470)	(6,313)
Equity in loss of subsidiaries	(4,801)	3,372
(Loss) income before income tax and (loss) income from unconsolidated affiliates	4,801	(3,372)
Loss from continuing operations	4,801	(3,372)
Net loss	4,801	(3,372)
Senior secured notes [Member]
Revenues:
Admissions	81,522
Concessions and other	48,571
Total operating revenues	130,093
Operating costs and expenses:
Film exhibition costs	43,264
Concession costs	5,969
Other theatre operating costs	57,959
General and administrative expenses	6,015
Lease termination charges	3,063
Depreciation and amortization	10,234
Loss on sale of property and equipment	80
Impairment of long-lived assets	204
Total operating costs and expenses	126,788
Operating income	3,305
Interest expense	12,298
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(8,993)
Income tax (benefit) expense	(4,297)
(Loss) income from unconsolidated affiliates	(1,015)
Loss from continuing operations	(5,711)
Income (loss) from discontinued operations	(72)
Net loss	(5,783)
Senior secured notes [Member] | Carmike Cinemas, Inc. [Member]
Revenues:
Admissions	11,244
Concessions and other	13,977
Total operating revenues	25,221
Operating costs and expenses:
Film exhibition costs	6,037
Concession costs	901
Other theatre operating costs	9,849
General and administrative expenses	5,429
Depreciation and amortization	1,879
Loss on sale of property and equipment	5
Total operating costs and expenses	24,100
Operating income	1,121
Interest expense	2,025
Equity in loss of subsidiaries	4,801
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(5,705)
Income tax (benefit) expense	(1,008)
(Loss) income from unconsolidated affiliates	(1,088)
Loss from continuing operations	(5,785)
Income (loss) from discontinued operations	2
Net loss	(5,783)
Senior secured notes [Member] | Guarantor Subsidiaries [Member]
Revenues:
Admissions	70,278
Concessions and other	41,064
Total operating revenues	111,342
Operating costs and expenses:
Film exhibition costs	37,227
Concession costs	5,068
Other theatre operating costs	54,580
General and administrative expenses	586
Lease termination charges	3,063
Depreciation and amortization	8,355
Loss on sale of property and equipment	75
Impairment of long-lived assets	204
Total operating costs and expenses	109,158
Operating income	2,184
Interest expense	10,273
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(8,089)
Income tax (benefit) expense	(3,289)
(Loss) income from unconsolidated affiliates	73
Loss from continuing operations	(4,727)
Income (loss) from discontinued operations	(74)
Net loss	(4,801)
Senior secured notes [Member] | Eliminations [Member]
Revenues:
Concessions and other	(6,470)
Total operating revenues	(6,470)
Operating costs and expenses:
Other theatre operating costs	(6,470)
Total operating costs and expenses	(6,470)
Equity in loss of subsidiaries	(4,801)
(Loss) income before income tax and (loss) income from unconsolidated affiliates	4,801
Loss from continuing operations	4,801
Net loss	$ 4,801

XML

Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

INCOME TAXES

NOTE 4—INCOME TAXES

The Company’s effective income tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year’s taxable income as new information becomes available, including actual year-to-date financial results. Included in the Company’s estimates are the effects of the American Taxpayer Relief Act of 2012 which did not have a significant impact on the Company’s income tax provision. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.

The effective tax rate from continuing operations for the three months ended March 31, 2013 and 2012 was 42.9% and 42.2%, respectively. The Company’s tax rate for the three months ended March 31, 2013 differs from the statutory tax rate primarily due to state income taxes, permanent tax items and changes in uncertain tax positions. The Company’s tax rates for the three months ended March 31, 2012 differ from the statutory tax rate primarily due to temporary differences between the financial reporting basis and tax basis of its assets and liabilities and the inability to recognize an associated deferred tax benefit, due to the Company’s assessment that the realization of its deferred tax assets was unlikely. The Company released its valuation allowance against its deferred tax assets at December 31, 2012. The Company believes that the effective tax rate for the three months ended March 31, 2013 and future periods will more closely reflect the statutory tax rate.

The Company experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code (“IRC”) 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.

The Company determined that at the date of the ownership change, it had a net unrealized built-in loss (“NUBIL”). The NUBIL is determined based on the difference between the fair market value of the Company’s assets and their tax basis at the ownership change. Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subjected to the same limitation as the net operating loss carryforwards. Because the annual limitation is applied first against the realized built-in losses (“RBILs”), the Company does not expect to utilize any of its net operating loss carryforwards during the five year recognition period. The amount of the disallowed RBILs could increase if the Company disposes of assets with built-in losses at the date of the ownership change during the recognition period. As a result of the 2008 ownership change, the Company is limited to an approximate $1.7 million annual limitation on its ability to utilize its pre-change net operating loss (“NOLs”) and recognized built-in losses. The recognition period ends at October 15, 2013.

An ownership change was also deemed to have occurred during the second quarter of 2012. The Company does not believe this change will further limit its ability to utilize its net operating loss carryforwards or certain other deductions.

At March 31, 2013 and December 31, 2012, the Company’s net deferred tax assets, net of IRC Section 382 limitations, were $104,180 and $102,908, respectively. As of each reporting date, the Company assesses whether it is more likely than not that its deferred tax assets will be recovered from future taxable income, taking into account such factors as earnings history, taxable income in the carryback period, reversing temporary differences, projections of future taxable income, the finite lives of certain deferred tax assets and the impact of IRC Section 382 limitations. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. When sufficient evidence exists that indicates that recovery is not more likely than not, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made. After reviewing all positive and negative evidence at March 31, 2013 and December 31, 2012, the Company determined that it was more likely than not that its deferred tax asset balance would be recovered from future taxable income. The Company’s determination not to record a valuation allowance involves significant estimates and judgments. If future results are significantly different from these estimates and judgments, the Company may be required to record a valuation allowance against its deferred tax assets.

As of March 31, 2013 and December 31, 2012, the amount of unrecognized tax benefits was $2,678, all of which would affect the Company’s annual effective tax rate, if recognized. This unrecognized tax benefit is primarily associated with the Company’s non-forfeitable ownership interest in SV Holdco, LLC (see Note 9 - Screenvision Exhibition, Inc.). The Company has recognized a tax basis for these units that is lower than their carrying value for financial statement purposes. However, as this tax position may not be sustained upon examination, the Company has recorded a related liability for this uncertain tax position.

XML

Guarantor Subsidiaries (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 63,642	$ 68,531	$ 16,289	$ 13,616
Restricted cash	9	293
Accounts receivable	5,461	6,555
Inventories	3,550	4,186
Deferred income tax asset	3,639	2,896
Prepaid expenses and other assets	15,741	10,936
Total current assets	92,042	93,397
Property and equipment:
Land	51,876	51,876
Buildings and building improvements	335,141	335,738
Leasehold improvements	143,711	141,758
Assets under capital leases	44,970	44,970
Equipment	236,780	235,223
Construction in progress	6,654	5,185
Total property and equipment	819,132	814,750
Accumulated depreciation and amortization	(377,882)	(369,823)
Property and equipment, net of accumulated depreciation	441,250	444,927
Goodwill	44,577	44,577
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	6,231	7,682
Deferred income tax asset	100,541	100,012
Other assets	19,872	21,072
Total assets	705,548	712,728
Current liabilities:
Accounts payable	29,208	32,141
Accrued expenses	40,228	40,049
Current maturities of capital leases and long-term financing obligations	4,547	4,422
Total current liabilities	73,983	76,612
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	219,746	220,725
Deferred revenue	32,695	32,984
Other	25,371	23,425
Total long-term liabilities	487,377	486,682
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	705,548	712,728
Carmike Cinemas, Inc. [Member]
Current assets:
Cash and cash equivalents	48,615	49,093	3,972	3,623
Restricted cash	9	293
Accounts receivable	4,853	5,058
Inventories	793	926
Deferred income tax asset	3,203	3,203
Prepaid expenses and other assets	10,503	3,426
Total current assets	67,976	61,999
Property and equipment:
Land	12,080	12,080
Buildings and building improvements	45,581	45,571
Leasehold improvements	19,213	19,200
Assets under capital leases	8,675	8,675
Equipment	64,883	64,167
Construction in progress	1,688	1,352
Total property and equipment	152,120	151,045
Accumulated depreciation and amortization	(79,184)	(77,302)
Property and equipment, net of accumulated depreciation	72,936	73,743
Intercompany receivables	98,363	92,801
Investment in subsidiaries	152,897	157,522
Investments in unconsolidated affiliates (Note 10)	5,298	6,740
Deferred income tax asset	56,753	57,247
Other assets	13,520	14,299
Total assets	467,743	464,351
Current liabilities:
Accounts payable	24,283	24,071
Accrued expenses	23,410	14,601
Current maturities of capital leases and long-term financing obligations	464	442
Total current liabilities	48,157	39,114
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	27,777	27,876
Deferred revenue	32,695	32,984
Other	5,361	5,395
Total long-term liabilities	275,398	275,803
Stockholders' equity:
Preferred Stock
Common Stock	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	467,743	464,351
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	12,625	14,870	12,317	9,993
Accounts receivable	336	874
Inventories	2,336	2,823
Deferred income tax asset	436
Prepaid expenses and other assets	1,559	5,173
Total current assets	17,292	23,740
Property and equipment:
Land	39,796	39,796
Buildings and building improvements	222,483	223,090
Leasehold improvements	108,686	107,111
Assets under capital leases	36,295	36,295
Equipment	159,141	158,333
Construction in progress	4,967	3,833
Total property and equipment	571,368	568,458
Accumulated depreciation and amortization	(295,216)	(291,132)
Property and equipment, net of accumulated depreciation	276,152	277,326
Investment in subsidiaries	129	126
Goodwill	8,087	8,087
Intangible assets, net of accumulated amortization	1,035	1,061
Investments in unconsolidated affiliates (Note 10)	933	942
Deferred income tax asset	43,390	42,765
Other assets	5,956	6,026
Total assets	352,974	360,073
Current liabilities:
Accounts payable	6,729	9,704
Accrued expenses	10,395	17,250
Current maturities of capital leases and long-term financing obligations	2,209	2,169
Total current liabilities	19,333	29,123
Long-term liabilities:
Capital leases and long-term financing obligations, less current maturities	84,168	84,557
Intercompany liabilities	103,204	99,803
Other	13,580	11,487
Total long-term liabilities	200,952	195,847
Stockholders' equity:
Preferred Stock
Common Stock	1	1
Paid-in capital	237,800	237,800
Accumulated deficit	(105,112)	(102,698)
Total stockholders' equity	132,689	135,103
Total liabilities and stockholders' equity	352,974	360,073
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	2,402	4,568
Accounts receivable	3,562	5,250
Inventories	421	437
Prepaid expenses and other assets	3,679	2,337
Total current assets	10,064	12,592
Property and equipment:
Buildings and building improvements	67,077	67,077
Leasehold improvements	15,812	15,447
Equipment	12,756	12,723
Construction in progress	(1)
Total property and equipment	95,644	95,247
Accumulated depreciation and amortization	(3,482)	(1,389)
Property and equipment, net of accumulated depreciation	92,162	93,858
Intercompany receivables	4,841	7,002
Investment in subsidiaries
Goodwill	36,490	36,490
Deferred income tax asset	398
Other assets	396	747
Total assets	144,351	150,689
Current liabilities:
Accounts payable	1,486	2,993
Accrued expenses	6,423	8,505
Current maturities of capital leases and long-term financing obligations	1,874	1,811
Total current liabilities	9,783	13,309
Long-term liabilities:
Capital leases and long-term financing obligations, less current maturities	107,801	108,292
Intercompany liabilities
Other	6,430	6,543
Total long-term liabilities	114,231	114,835
Stockholders' equity:
Preferred Stock
Paid-in capital	22,213	22,037
Accumulated deficit	(1,876)	508
Total stockholders' equity	20,337	22,545
Total liabilities and stockholders' equity	144,351	150,689
Eliminations [Member]
Current assets:
Cash and cash equivalents
Accounts receivable	(3,290)	(4,627)
Deferred income tax asset		(307)
Total current assets	(3,290)	(4,934)
Property and equipment:
Intercompany receivables	(103,204)	(99,803)
Investment in subsidiaries	(153,026)	(157,648)
Total assets	(259,520)	(262,385)
Current liabilities:
Accounts payable	(3,290)	(4,627)
Accrued expenses		(307)
Total current liabilities	(3,290)	(4,934)
Long-term liabilities:
Intercompany liabilities	(103,204)	(99,803)
Total long-term liabilities	(103,204)	(99,803)
Stockholders' equity:
Preferred Stock
Common Stock	(1)	(1)
Paid-in capital	(260,013)	(259,837)
Accumulated deficit	106,988	102,190
Total stockholders' equity	(153,026)	(157,648)
Total liabilities and stockholders' equity	$ (259,520)	$ (262,385)

XML

Debt (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Jun. 30, 2012	Apr. 30, 2012
Debt (Textual) [Abstract]
Date of maturity	April 27 2016
Debt (Additional Textual) [Abstract]
Senior secured term loan, outstanding amount (Jan 2016)			$ 198,700
Issuance of letters of credit	10,000
Provisions in future incremental borrowings	150,000
Minimum percentage of senior secured term loan for interest rate protection	25.00%
Maximum [Member]
Debt (Textual) [Abstract]
Leverage ratio	2.75
Minimum [Member]
Debt (Textual) [Abstract]
Leverage ratio	1.00
Default in payment of principal	10,000
7.375% Senior secured notes [Member]
Debt (Textual) [Abstract]
Senior secured notes, aggregate principal amount issued			210,000
Interest rate		7.375%	7.375%
Debt issuance costs	8,600
Percentage of principal amount, redemption price	107.375%
Repurchase of Senior Secured Notes Purchase Price Percentage	101.00%
Senior Secured notes due date	May 15, 2019
7.375% Senior secured notes [Member] | Maximum [Member]
Debt (Textual) [Abstract]
Percentage of aggregate principal amount, maximum redeemable	35.00%
Percentage of principal amount redeemed at redemption date	105.53%
7.375% Senior secured notes [Member] | Minimum [Member]
Debt (Textual) [Abstract]
Minimum percentage of aggregate principal amount outstanding, excluding the redemption date	65.00%
Percentage of principal amount redeemed at redemption date	100.00%
Senior secured term loan [Member]
Debt (Textual) [Abstract]
Date of maturity	2016-01
Secured term loan facility [Member]
Debt (Textual) [Abstract]
Senior secured notes, aggregate principal amount issued			265,000
Revolving credit facility [Member]
Debt (Textual) [Abstract]
Maximum borrowing capacity	30,000		25,000
Date of maturity	January 2013
Outstanding balance on the revolving credit facility	$ 0
Interest rate option, LIBOR based [Member] | Revolving credit facility [Member]
Debt (Textual) [Abstract]
Interest rate	1.00%
Interest rate description	LIBOR (subject to a 1.00% floor) plus a margin of 4.50%,
Interest rate, margin added	4.50%
Commitment fees on unused portion of facility	0.50%
Interest rate option, Base Rate based [Member] | Revolving credit facility [Member]
Debt (Textual) [Abstract]
Interest rate	2.00%
Interest rate description	Base Rate (subject to a 2.00% floor) plus a margin 3.50%
Interest rate, margin added	3.50%

XML

Debt (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair value of senior secured term loan based on quoted market prices
Carrying amount, net	$ 209,565	$ 209,548
Senior secured term loan [Member]
Fair value of senior secured term loan based on quoted market prices
Carrying amount, net	210,000	210,000
Fair value	$ 229,950	$ 226,800

XML

Guarantor Subsidiaries (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Admissions	$ 81,522	$ 82,690
Concessions and other	48,571	47,276
Total operating revenues	130,093	129,966
Operating costs and expenses:
Film exhibition costs	43,264	43,243
Concession costs	5,969	5,566
Other theatre operating costs	57,959	52,132
General and administrative expenses	6,015	5,000
Lease termination charges	3,063
Depreciation and amortization	10,234	7,767
Loss on sale of property and equipment	80	248
Impairment of long-lived assets	204	1,486
Total operating costs and expenses	126,788	115,442
Operating income	3,305	14,524
Interest expense	12,298	8,263
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(8,993)	6,261
Income tax (benefit) expense	(4,297)	2,407
(Loss) income from unconsolidated affiliates	(1,015)	(543)
(Loss) income from continuing operations	(5,711)	3,311
Income (loss) from discontinued operations	(72)	(79)
Net (loss) income	(5,783)	3,232
Carmike Cinemas, Inc. [Member]
Revenues:
Admissions	11,244	13,721
Concessions and other	13,977	14,798
Total operating revenues	25,221	28,519
Operating costs and expenses:
Film exhibition costs	6,037	7,204
Concession costs	901	1,010
Other theatre operating costs	9,849	11,106
General and administrative expenses	5,429	4,428
Depreciation and amortization	1,879	1,707
Loss on sale of property and equipment	5	21
Impairment of long-lived assets		9
Total operating costs and expenses	24,100	25,485
Operating income	1,121	3,034
Interest expense	2,025	2,519
Equity in loss of subsidiaries	4,801	(3,372)
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(5,705)	3,887
Income tax (benefit) expense	(1,008)	(97)
(Loss) income from unconsolidated affiliates	(1,088)	(654)
(Loss) income from continuing operations	(5,785)	3,330
Income (loss) from discontinued operations	2	(98)
Net (loss) income	(5,783)	3,232
Guarantor Subsidiaries [Member]
Revenues:
Admissions	58,172	68,969
Concessions and other	34,808	38,791
Total operating revenues	93,520	107,760
Operating costs and expenses:
Film exhibition costs	30,901	36,039
Concession costs	4,278	4,556
Other theatre operating costs	46,079	47,339
General and administrative expenses	570	572
Lease termination charges	3,063
Depreciation and amortization	6,262	6,060
Loss on sale of property and equipment	75	227
Impairment of long-lived assets	204	1,477
Total operating costs and expenses	91,432	96,270
Operating income	2,088	11,490
Interest expense	6,157	5,744
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(4,069)	5,746
Income tax (benefit) expense	(1,654)	2,504
(Loss) income from unconsolidated affiliates	73	111
(Loss) income from continuing operations	(2,342)	3,353
Income (loss) from discontinued operations	(74)	19
Net (loss) income	(2,416)	3,372
Non-Guarantor Subsidiaries [Member]
Revenues:
Admissions	11,566
Concessions and other	6,256
Total operating revenues	17,822
Operating costs and expenses:
Film exhibition costs	6,326
Concession costs	790
Other theatre operating costs	8,501
General and administrative expenses	16
Depreciation and amortization	2,093
Total operating costs and expenses	17,726
Operating income	96
Interest expense	4,116
(Loss) income before income tax and (loss) income from unconsolidated affiliates	(4,020)
Income tax (benefit) expense	(1,635)
(Loss) income from continuing operations	(2,385)
Net (loss) income	(2,385)
Eliminations [Member]
Revenues:
Concessions and other	(6,470)	(6,313)
Total operating revenues	(6,470)	(6,313)
Operating costs and expenses:
Other theatre operating costs	(6,470)	(6,313)
Loss on sale of property and equipment
Total operating costs and expenses	(6,470)	(6,313)
Equity in loss of subsidiaries	(4,801)	3,372
(Loss) income before income tax and (loss) income from unconsolidated affiliates	4,801	(3,372)
(Loss) income from continuing operations	4,801	(3,372)
Net (loss) income	$ 4,801	$ (3,372)

XML

Income Taxes (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Income Taxes (Textual) [Abstract]
Effective tax rate from continuing operations	42.90%	42.20%
Annual limitation net operating loss	$ 1,700,000
Unrecognized tax benefits	2,678,000		2,678,000
Net unrealized built in loss, recognition period	5 years
Net deferred tax assets	$ 104,180,000		$ 102,908,000

XML

Equity Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Summary of option activity for stock options
Outstanding at January 1, 2013, Shares	747,500
Outstanding at January 1, 2013, Weighted Average Exercise Price	$ 12.32
Outstanding at January 1, 2013, Weighted Average Remaining Contractual Life (Yrs.)	6 years 1 month 2 days		5 years 11 months 1 day
Outstanding at January 1, 2013, Aggregate Intrinsic Value
Granted, Shares	0	0
Granted, Weighted Average Exercise Price
Granted, Weighted Average Remaining Contractual Life (Yrs)
Granted, Aggregate Intrinsic Value
Exercised, Shares
Exercised, Weighted Average Exercise Price
Exercised, Aggregate Intrinsic Value
Expired, Shares
Expired, Weighted Average Exercise Price
Forfeited, Shares	(50,000)
Forfeited, Weighted Average Exercise Price	$ 21.79
Outstanding at March 31, 2013, Shares	697,500		747,500
Outstanding at March 31, 2013, Weighted Average Exercise Price	$ 11.64		$ 12.32
Outstanding at March 31, 2013, Weighted Average Remaining Contractual Life (Yrs.)	6 years 1 month 2 days		5 years 11 months 1 day
Outstanding at March 31, 2013, Aggregate Intrinsic Value	5,857
Exercisable on March 31, 2013, Shares	641,662
Exercisable on March 31, 2013, Weighted Average Exercise Price	$ 12.03
Exercisable on March 31, 2013, Weighted Average Remaining Contractual Life (Yrs.)	5 years 11 months 1 day
Exercisable on March 31, 2013, Aggregate Intrinsic Value	5,244
Expected to vest March 31, 2013, Shares	53,244
Expected to vest March 31, 2013, Weighted Average Exercise Price	$ 7.14
Expected to vest March 31, 2013, Weighted Average Remaining Contractual Life (Yrs.)	8 years 4 days
Expected to vest March 31, 2013, Aggregate Intrinsic Value	$ 585

XML

Debt

3 Months Ended

Mar. 31, 2013

Debt [Abstract]

DEBT

NOTE 3—DEBT

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

	March 31, 2013			December 31, 2012
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(435	)		(452	)
Total debt		209,565			209,548
Current maturities		—			—
Total long-term debt	$	209,565		$	209,548

Senior Secured Notes

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

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

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

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

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

Revolving Credit Facility

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

The Credit Facility includes a sub-facility for the issuance of letters of credit totaling up to $10,000. The Company’s obligations under the Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries, and the obligations of the Company and such guarantors in respect of the Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets pursuant to the first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as collateral trustee. In addition, the Credit Facility contains provisions to accommodate the incurrence of up to $150,000 in future incremental borrowings. While the Credit Facility does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Facility describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred. There was no outstanding balance on the revolving credit facility at March 31, 2013.

The fair value of the Senior Secured Notes at March 31, 2013 and December 31, 2012 is estimated based on quoted market prices as follows:

	As of March 31,		As of December 31,
	2013		2012
Carrying amount, net	$	210,000	$	210,000
Fair value	$	229,950	$	226,800

Debt Covenants

The Indenture and the Credit Facility include covenants which, among other things, limit the Company’s ability, and the ability of 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.

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

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

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

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

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

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

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

• breach of representations or warranties in any material respect;

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

• certain bankruptcy or insolvency events.

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

As of March 31, 2013, the Company was in compliance with all of the financial covenants in its Indenture and Credit Facility.

XML

Equity Based Compensation (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2013
Summary of activity for restricted stock grants
Nonvested at January 1, 2013, Shares	458,981
Nonvested at January 1, 2013, Weighted Average Grant Date Fair Value	$ 10.85
Granted, Shares	193,600
Granted, Weighted Average Grant Date Fair Value	$ 15.66
Vested, Shares	(72,000)
Vested, Weighted Average Grant Date Fair Value	$ 10.92
Forfeited, Shares
Forfeited, Weighted Average Grant Date Fair Value
Nonvested at March 31, 2013, Shares	580,581
Nonvested at March 31, 2013, Weighted Average Grant Date Fair Value	$ 12.45

XML

Investments In Unconsolidated Affiliates (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Summary of activity in income from unconsolidated affiliates
Income (loss) from unconsolidated affiliates	$ (1,369)	$ (940)
Elimination of intercompany revenue	354	397
Loss from unconsolidated affiliates	$ (1,015)	$ (543)

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 63,642	$ 68,531
Restricted cash	9	293
Accounts receivable	5,461	6,555
Inventories	3,550	4,186
Deferred income tax asset	3,639	2,896
Prepaid expenses and other current assets	15,741	10,936
Total current assets	92,042	93,397
Property and equipment:
Land	51,876	51,876
Buildings and building improvements	335,141	335,738
Leasehold improvements	143,711	141,758
Assets under capital leases	44,970	44,970
Equipment	236,780	235,223
Construction in progress	6,654	5,185
Total property and equipment	819,132	814,750
Accumulated depreciation and amortization	(377,882)	(369,823)
Property and equipment, net of accumulated depreciation	441,250	444,927
Goodwill	44,577	44,577
Investments in unconsolidated affiliates (Note 10)	6,231	7,682
Deferred income tax asset	100,541	100,012
Other	19,872	21,072
Intangible assets, net of accumulated amortization	1,035	1,061
Total assets	705,548	712,728
Current liabilities:
Accounts payable	29,208	32,141
Accrued expenses	40,228	40,049
Current maturities of capital leases and long-term financing obligations	4,547	4,422
Total current liabilities	73,983	76,612
Long-term liabilities:
Long-term debt, less current maturities	209,565	209,548
Capital leases and long-term financing obligations, less current maturities	219,746	220,725
Deferred revenue	32,695	32,984
Other	25,371	23,425
Total long-term liabilities	487,377	486,682
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued
Common Stock, $0.03 par value per share: 35,000,000 shares authorized, 18,309,979 shares issued and 17,841,895 shares outstanding at March 31, 2013, and 18,244,179 shares issued and 17,786,949 shares outstanding at December 31, 2012	542	540
Treasury stock,468,084 and 457,230 shares at cost at March 31, 2013 and December 31, 2012, respectively	(11,914)	(11,740)
Paid-in capital	350,375	349,666
Accumulated deficit	(194,815)	(189,032)
Total stockholders' equity	144,188	149,434
Total liabilities and stockholders' equity	$ 705,548	$ 712,728

XML

Guarantor Subsidiaries (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	$ 5,824	$ 9,953
Cash flows from investing activities:
Purchases of property and equipment	(8,508)	(5,990)
Theatre acquisition	(1,349)	(702)
Proceeds from sale of property and equipment	5	58
Other investing activities	284	301
Net cash used in investing activities	(9,568)	(6,333)	(9,568)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(971)	(436)
Purchase of treasury stock	(174)
Short-term borrowings		5,000
Repayment of short-term borrowings		(5,000)
Repayments of long-term debt		(511)
Net cash (used in) provided by financing activities	(1,145)	(947)
Increase in cash and cash equivalents	(4,889)	2,673
Cash and cash equivalents at beginning of period	68,531	13,616	13,616
Cash and cash equivalents at end of period	63,642	16,289	68,531
Carmike Cinemas, Inc. [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	7,831	(4,310)
Cash flows from investing activities:
Purchases of property and equipment	(2,708)	(2,837)
Proceeds from sale of property and equipment	5	40
Other investing activities	284	301
Net cash used in investing activities	(2,419)	(2,496)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(103)	(79)
Purchase of treasury stock	(174)
Intercompany receivable/payable	(5,613)	7,745
Short-term borrowings		5,000
Repayment of short-term borrowings		(5,000)
Repayments of long-term debt		(511)
Net cash (used in) provided by financing activities	(5,890)	7,155
Increase in cash and cash equivalents	(478)	349
Cash and cash equivalents at beginning of period	49,093	3,623	3,623
Cash and cash equivalents at end of period	48,615	3,972
Guarantor Subsidiaries [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	(3,145)	14,263
Cash flows from investing activities:
Purchases of property and equipment	(5,403)	(3,153)
Theatre acquisition		(702)
Proceeds from sale of property and equipment		18
Net cash used in investing activities	(5,403)	(3,837)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(438)	(357)
Intercompany receivable/payable	6,741	(7,745)
Net cash (used in) provided by financing activities	6,303	(8,102)
Increase in cash and cash equivalents	(2,245)	2,324
Cash and cash equivalents at beginning of period	14,870	9,993	9,993
Cash and cash equivalents at end of period	12,625	12,317
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	1,138
Cash flows from investing activities:
Purchases of property and equipment	(397)
Theatre acquisition	(1,349)
Net cash used in investing activities	(1,746)
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations	(430)
Intercompany receivable/payable	(1,128)
Net cash (used in) provided by financing activities	(1,558)
Increase in cash and cash equivalents	(2,166)
Cash and cash equivalents at beginning of period	4,568
Cash and cash equivalents at end of period	2,402
Eliminations [Member]
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Theatre acquisition
Proceeds from sale of property and equipment
Other investing activities
Net cash used in investing activities	0
Cash flows from financing activities:
Repayments of capital lease and long-term financing obligations
Purchase of treasury stock
Intercompany receivable/payable
Short-term borrowings
Repayment of short-term borrowings
Repayments of long-term debt
Net cash (used in) provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

XML

Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Basis of Presentation and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of March 31, 2013 and December 31, 2012 and the results of operations and cash flows for the three month periods ended March 31, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during the first three months of 2013.

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

Accounting Estimates

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

Discontinued Operations

The results of operations for theatres that have been disposed of or classified as held for sale are eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. Theatres are reported as discontinued operations when the Company no longer has continuing involvement in the theatre operations and the cash flows have been eliminated, which generally occurs when the Company no longer has operations in a given market. See Note 6 – Discontinued Operations.

Impairment of Long-Lived Assets

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

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

Fair Value Measurements

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

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

Comprehensive Income

The Company has no other comprehensive income items.

Recent Accounting Pronouncements

There have been no new accounting pronouncements issued or effective through the three months ended March 31, 2013 that had or are expected to have a significant impact on the Company’s condensed consolidated financial statements.

XML

Discontinued Operations (Details Textual)	3 Months Ended
	Mar. 31, 2013 Theatre	Mar. 31, 2012 Theatre
Discontinued Operations (Textual) [Abstract]
Number of theatres closed during the period	7	4
Number of theatres closed during the period as discontinued operations	1	3

XML

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations [Abstract]

Summary of activity for discontinued operations

The following table sets forth the summary of activity for discontinued operations for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013			2012
Revenue from discontinued operations	$	23		$	941
Operating loss before income taxes	$	(111	)	$	(85	)
Income tax benefit from discontinued operations		45			32
Loss on disposal, before income taxes		(11	)		(42	)
Income tax benefit on disposal		5			16
Loss from discontinued operations	$	(72	)	$	(79	)

XML

Net Income (Loss) Per Share (Details Textual)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net Income (Loss) Per Share (Textual) [Abstract]
Common stock equivalents excluded from the calculation of diluted loss per share	1,410,412
Common stock equivalents excluded from the calculation of diluted loss per share due to decline in market price of stock		270,000

XML

Investments in Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2013

Investments in Unconsolidated Affiliates [Abstract]

Combined financial information of unconsolidated affiliated companies

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

	As of March 31,
	2013
Assets:
Current assets	$	25,048
Noncurrent assets		156,628
Total assets	$	181,676
Liabilities:
Current liabilities	$	32,927
Noncurrent liabilities		73,985
Total liabilities	$	106,912

	Three Months Ended
	March 31, 2013			March 31, 2012
Results of operations:
Revenue	$	17,788		$	23,245
Net income	$	(9,353	)	$	(8,299	)

Summary of activity in income from unconsolidated affiliates

A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2013 and 2012 is as follows:

	March 31,
Income from unconsolidated affiliates	2013			2012
Income (loss) from unconsolidated affiliates	$	(1,369	)	$	(940	)
Elimination of intercompany revenue		354			397
Loss from unconsolidated affiliates	$	(1,015	)	$	(543	)

XML

Impairment of Long-Lived Assets

3 Months Ended

Mar. 31, 2013

Impairment of Long-Lived Assets [Abstract]

IMPAIRMENT OF LONG-LIVED ASSETS

NOTE 2—IMPAIRMENT OF LONG-LIVED ASSETS

For the three months ended March 31, 2013, impairment charges aggregated to $204. The impairment charges were primarily the result of the continued deterioration of previously impaired theatres. The Company recorded impairment charges of $1,486 during the three months ended March 31, 2012 which were primarily the result of the Company’s plan to replace an owned theatre prior to the end of its useful life.

The estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2013 was approximately $538. These fair value estimates are considered Level 3 estimates within the fair value hierarchy prescribed by Accounting Standards Codification (“ASC 820”) Fair Value Measurements, and were derived primarily from discounting estimated future cash flows. Future cash flows for a particular theatre are based on historical cash flows for that theatre, after giving effect to future attendance fluctuations, and are projected through the remainder of its lease term or useful life. The Company projects future attendance fluctuations of (10%) to 10%. The risk-adjusted rate of return used to discount these cash flows ranges from 10% to 15%.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Condensed Consolidated Balance Sheets [Abstract]
Preferred Stock, par value	$ 1.00	$ 1.00
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Common Stock, par value	$ 0.03	$ 0.03
Common Stock, shares authorized	35,000,000	35,000,000
Common Stock, shares issued	18,309,979	18,244,179
Common Stock, shares outstanding	17,841,895	17,786,949
Treasury stock, shares	468,084	457,230

XML

Lease Termination Charges

3 Months Ended

Mar. 31, 2013

Lease Termination Charges [Abstract]

Lease Termination Charges

NOTE 12—LEASE TERMINATION CHARGES

For the three months ended March 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 six years. In accordance with ASC 420, Exit or Disposal Cost Obligations, the Company has recorded a liability of $2,413 representing the present value of the future contractual commitments for the base rents, taxes and maintenance. 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 in connection with the early termination of a lease agreement for a new build-to-suit theatre.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 24, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	CARMIKE CINEMAS INC
Entity Central Index Key	0000799088
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		17,841,895

XML

Guarantor Subsidiaries

3 Months Ended

Mar. 31, 2013

Guarantor Subsidiaries [Abstract]

GUARANTOR SUBSIDIARIES

NOTE 13—GUARANTOR SUBSIDIARIES

The Company filed a registration statement which became effective in 2010. The registration statement registers certain securities, including debt securities which may be issued and guaranteed by certain of the Company’s subsidiaries and may be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

The Company may sell debt securities pursuant to the registration statement and if so, it is expected that such securities would be fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., and Military Services, Inc. The financial information included for the non-guarantor subsidiaries is primarily related to entities acquired in the Rave acquisition in November 2012. Therefore, the Company is providing the following condensed consolidating financial statement information as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	12,625		$	2,402		$	—		$	63,642
Restricted cash		9			—			—			—			9
Accounts receivable		4,853			336			3,562			(3,290	)		5,461
Inventories		793			2,336			421			—			3,550
Deferred income tax asset		3,203			436			—			—			3,639
Prepaid expenses and other assets		10,503			1,559			3,679			—			15,741
Total current assets		67,976			17,292			10,064			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,581			222,483			67,077			—			335,141
Leasehold improvements		19,213			108,686			15,812			—			143,711
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,883			159,141			12,756			—			236,780
Construction in progress		1,688			4,967			(1	)		—			6,654
Total property and equipment		152,120			571,368			95,644			—			819,132
Accumulated depreciation and amortization		(79,184	)		(295,216	)		(3,482	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			276,152			92,162			—			441,250
Intercompany receivables		98,363			—			4,841			(103,204	)		—
Investments in subsidiaries		152,897			129			—			(153,026	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			—			6,231
Deferred income tax asset		56,753			43,390			398			—			100,541
Other assets		13,520			5,956			396			—			19,872
Total assets	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	6,729		$	1,486		$	(3,290	)	$	29,208
Accrued expenses		23,410			10,395			6,423			—			40,228
Current maturities of capital leases and long-term financing obligations		464			2,209			1,874			—			4,547
Total current liabilities		48,157			19,333			9,783			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			84,168			107,801			—			219,746
Intercompany liabilities		—			103,204			—			(103,204	)		—
Deferred revenue		32,695			—			—			—			32,695
Other		5,361			13,580			6,430			—			25,371
Total long-term liabilities		275,398			200,952			114,231			(103,204	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		542			1			—			(1	)		542
Treasury stock		(11,914	)		—			—			—			(11,914	)
Paid-in capital		350,375			237,800			22,213			(260,013	)		350,375
Accumulated deficit		(194,815	)		(105,112	)		(1,876	)		106,988			(194,815	)
Total stockholders’ equity		144,188			132,689			20,337			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	352,974		$	144,351		$	(259,520	)	$	705,548

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	14,870		$	4,568		$	—		$	68,531
Restricted cash		293			—			—			—			293
Accounts receivable		5,058			874			5,250			(4,627	)		6,555
Inventories		926			2,823			437			—			4,186
Deferred income tax asset		3,203			—			—			(307	)		2,896
Prepaid expenses and other current assets		3,426			5,173			2,337			—			10,936
Total current assets		61,999			23,740			12,592			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			—			51,876
Buildings and building improvements		45,571			223,090			67,077			—			335,738
Leasehold improvements		19,200			107,111			15,447			—			141,758
Assets under capital leases		8,675			36,295			—			—			44,970
Equipment		64,167			158,333			12,723			—			235,223
Construction in progress		1,352			3,833			—			—			5,185
Total property and equipment		151,045			568,458			95,247			—			814,750
Accumulated depreciation and amortization		(77,302	)		(291,132	)		(1,389	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			277,326			93,858			—			444,927
Intercompany receivables		92,801			—			7,002			(99,803	)		—
Investments in subsidiaries		157,522			126			—			(157,648	)		—
Goodwill		—			8,087			36,490			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			—			7,682
Deferred income tax asset		57,247			42,765			—			—			100,012
Other assets		14,299			6,026			747			—			21,072
Total assets	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	9,704		$	2,993		$	(4,627	)	$	32,141
Accrued expenses		14,601			17,250			8,505			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			2,169			1,811			—			4,422
Total current liabilities		39,114			29,123			13,309			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			84,557			108,292			—			220,725
Intercompany liabilities		—			99,803			—			(99,803	)		—
Deferred revenue		32,984			—			—			—			32,984
Other		5,395			11,487			6,543			—			23,425
Total long-term liabilities		275,803			195,847			114,835			(99,803	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		540			1			—			(1	)		540
Treasury stock		(11,740	)		—			—			—			(11,740	)
Paid-in capital		349,666			237,800			22,037			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,698	)		508			102,190			(189,032	)
Total stockholders’ equity		149,434			135,103			22,545			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	360,073		$	150,689		$	(262,385	)	$	712,728

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	58,712		$	11,566		$	—		$	81,522
Concessions and other		13,977			34,808			6,256			(6,470	)		48,571
Total operating revenues		25,221			93,520			17,822			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			30,901			6,326			—			43,264
Concession costs		901			4,278			790			—			5,969
Other theatre operating costs		9,849			46,079			8,501			(6,470	)		57,959
General and administrative expenses		5,429			570			16			—			6,015
Lease termination charges		—			3,063			—			—			3,063
Depreciation and amortization		1,879			6,262			2,093			—			10,234
Loss on sale of property and equipment		5			75			—			—			80
Impairment of long-lived assets		—			204			—			—			204
Total operating costs and expenses		24,100			91,432			17,726			(6,470	)		126,788
Operating income		1,121			2,088			96			—			3,305
Interest expense		2,025			6,157			4,116			—			12,298
Equity in loss of subsidiaries		4,801			—			—			(4,801	)		—
Loss before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(4,069	)		(4,020	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(1,654	)		(1,635	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			—			(1,015	)
Loss from continuing operations		(5,785	)		(2,342	)		(2,385	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			—			(72	)
Net loss	$	(5,783	)	$	(2,416	)	$	(2,385	)	$	4,801		$	(5,783	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	13,721		$	68,969	$	—		$	82,690
Concessions and other		14,798			38,791		(6,313	)		47,276
Total operating revenues		28,519			107,760		(6,313	)		129,966
Operating costs and expenses:
Film exhibition costs		7,204			36,039		—			43,243
Concession costs		1,010			4,556		—			5,566
Other theatre operating costs		11,106			47,339		(6,313	)		52,132
General and administrative expenses		4,428			572		—			5,000
Depreciation and amortization		1,707			6,060		—			7,767
Loss on sale of property and equipment		21			227		—			248
Impairment of long-lived assets		9			1,477		—			1,486
Total operating costs and expenses		25,485			96,270		(6,313	)		115,442
Operating income		3,034			11,490		—			14,524
Interest expense		2,519			5,744		—			8,263
Equity in loss of subsidiaries		(3,372	)		—		3,372			—
Income before income tax and (loss) income from unconsolidated affiliates		3,887			5,746		(3,372	)		6,261
Income tax (benefit) expense		(97	)		2,504		—			2,407
(Loss) income from unconsolidated affiliates		(654	)		111		—			(543	)
Income from continuing operations		3,330			3,353		(3,372	)		3,311
Loss from discontinued operations		(98	)		19		—			(79	)
Net income	$	3,232		$	3,372	$	(3,372	)	$	3,232

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(3,145	)	$	1,138		$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,403	)		(397	)		—		(8,508	)
Theatre acquisition		—			—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—			—		5
Other investing activities		284			—			—			—		284
Net cash used in investing activities		(2,419	)		(5,403	)		(1,746	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(438	)		(430	)		—		(971	)
Purchase of treasury stock		(174	)		—			—			—		(174	)
Intercompany receivable/payable		(5,613	)		6,741			(1,128	)		—		—
Net cash (used in) provided by financing activities		(5,890	)		6,303			(1,558	)		—		(1,145	)
Increase in cash and cash equivalents		(478	)		(2,245	)		(2,166	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			14,870			4,568			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	12,625		$	2,402		$	—	$	63,642

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(4,310	)	$	14,263		$	—	$	9,953
Cash flows from investing activities:
Purchases of property and equipment		(2,837	)		(3,153	)		—		(5,990	)
Purchase acquisition		—			(702	)		—		(702	)
Proceeds from sale of property and equipment		40			18			—		58
Other investing activities		301			—			—		301
Net cash used in investing activities		(2,496	)		(3,837	)				(6,333	)
Cash flows from financing activities:
Short-term borrowings		5,000			—			—		5,000
Repayments of short-term borrowings		(5,000	)		—			—		(5,000	)
Repayments of long-term debt		(511	)		—			—		(511	)
Intercompany receivable/payable		7,745			(7,745	)		—		—
Repayments of capital lease and long-term financing obligations		(79	)		(357	)		—		(436	)
Net cash provided by (used in) financing activities		7,155			(8,102	)		—		(947	)
Increase in cash and cash equivalents		349			2,324			—		2,673
Cash and cash equivalents at beginning of period		3,623			9,993			—		13,616
Cash and cash equivalents at end of period	$	3,972		$	12,317		$	—	$	16,289

In June 2012, the Company issued in a registered exchange offer $210,000 aggregate principal amount of 7.375% Senior Secured Notes due May 15, 2019. The Senior Secured Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following 100% directly or indirectly owned subsidiaries: Eastwynn Theatres, Inc., George G. Kerasotes Corporation, GKC Indiana Theatres, Inc., GKC Michigan Theatres, Inc., GKC Theatres, Inc., Military Services, Inc., Carmike Giftco, Inc., Carmike Reviews Holdings, LLC, Carmike Motion Pictures Birmingham, LLC, Carmike Motion Pictures Birmingham II, LLC, Carmike Motion Pictures Birmingham III, LLC, Carmike Motion Pictures Chattanooga, LLC, Carmike Motion Pictures Daphne, LLC, Carmike Motion Pictures Pensacola, LLC, Carmike Motion Pictures Pensacola II, LLC, Carmike Motion Pictures Indianapolis, LLC, Carmike Motion Pictures Huntsville, LLC, Carmike Motion Pictures Ft. Wayne, LLC, Carmike Motion Pictures Melbourne, LLC, Carmike Motion Pictures Peoria, LLC, Carmike Motion Pictures Port St. Lucie, LLC, Carmike Motion Pictures Orange Beach, LLC, Carmike Motion Pictures Allentown, LLC, Carmike Houston LP, LLC, Carmike Houston GP, LLC and Carmike Motion Pictures Houston, LLC. For the three months ended March 31, 2012, all subsidiaries were guarantors under the Senior Secured Notes as presented above in the condensed consolidated statement of operations and cash flows for the three months ended March 31, 2012. Therefore, the Company is providing the following condensed consolidating financial statement information as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered:

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	48,615		$	15,027		$	—		$	63,642
Restricted cash		9			—			—			9
Accounts receivable		4,853			3,898			(3,290	)		5,461
Inventories		793			2,757			—			3,550
Deferred income tax asset		3,203			436			—			3,639
Prepaid expenses and other assets		10,503			5,238			—			15,741
Total current assets		67,976			27,356			(3,290	)		92,042
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,581			289,560			—			335,141
Leasehold improvements		19,213			124,498			—			143,711
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,883			171,897			—			236,780
Construction in progress		1,688			4,966			—			6,654
Total property and equipment		152,120			667,012			—			819,132
Accumulated depreciation and amortization		(79,184	)		(298,698	)		—			(377,882	)
Property and equipment, net of accumulated depreciation		72,936			368,314			—			441,250
Intercompany receivables		98,363			—			(98,363	)		—
Investments in subsidiaries		152,897			129			(153,026	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,035			—			1,035
Investments in unconsolidated affiliates		5,298			933			—			6,231
Deferred income tax asset		56,753			43,788			—			100,541
Other assets		13,520			6,352			—			19,872
Total assets	$	467,743		$	492,484		$	(254,679	)	$	705,548
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,283		$	8,215		$	(3,290	)	$	29,208
Accrued expenses		23,410			16,818			—			40,228
Current maturities of capital leases and long-term financing obligations		464			4,083			—			4,547
Total current liabilities		48,157			29,116			(3,290	)		73,983
Long-term liabilities:
Long-term debt, less current maturities		209,565			—			—			209,565
Capital leases and long-term financing obligations, less current maturities		27,777			191,969			—			219,746
Intercompany liabilities		—			98,363			(98,363	)		—
Deferred revenue		32,695			—			—			32,695
Other		5,361			20,010			—			25,371
Total long-term liabilities		275,398			310,342			(98,363	)		487,377
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		542			1			(1	)		542
Treasury stock		(11,914	)		—			—			(11,914	)
Paid-in capital		350,375			260,013			(260,013	)		350,375
Accumulated deficit		(194,815	)		(106,988	)		106,988			(194,815	)
Total stockholders’ equity		144,188			153,026			(153,026	)		144,188
Total liabilities and stockholders’ equity	$	467,743		$	492,484		$	(254,679	)	$	705,548

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	49,093		$	19,438		$	—		$	68,531
Restricted cash		293			—			—			293
Accounts receivable		5,058			6,124			(4,627	)		6,555
Inventories		926			3,260			—			4,186
Deferred income tax asset		3,203			—			(307	)		2,896
Prepaid expenses and other assets		3,426			7,510			—			10,936
Total current assets		61,999			36,332			(4,934	)		93,397
Property and equipment:
Land		12,080			39,796			—			51,876
Buildings and building improvements		45,571			290,167			—			335,738
Leasehold improvements		19,200			122,558			—			141,758
Assets under capital leases		8,675			36,295			—			44,970
Equipment		64,167			171,056			—			235,223
Construction in progress		1,352			3,833			—			5,185
Total property and equipment		151,045			663,705			—			814,750
Accumulated depreciation and amortization		(77,302	)		(292,521	)		—			(369,823	)
Property and equipment, net of accumulated depreciation		73,743			371,184			—			444,927
Intercompany receivables		92,801			—			(92,801	)		—
Investments in subsidiaries		157,522			126			(157,648	)		—
Goodwill		—			44,577			—			44,577
Intangible assets, net of accumulated amortization		—			1,061			—			1,061
Investments in unconsolidated affiliates		6,740			942			—			7,682
Deferred income tax asset		57,247			42,765			—			100,012
Other assets		14,299			6,773			—			21,072
Total assets	$	464,351		$	503,760		$	(255,383	)	$	712,728
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	24,071		$	12,697		$	(4,627	)	$	32,141
Accrued expenses		14,601			25,755			(307	)		40,049
Current maturities of capital leases and long-term financing obligations		442			3,980			—			4,422
Total current liabilities		39,114			42,432			(4,934	)		76,612
Long-term liabilities:
Long-term debt, less current maturities		209,548			—			—			209,548
Capital leases and long-term financing obligations, less current maturities		27,876			192,849			—			220,725
Intercompany liabilities		—			92,801			(92,801	)		—
Deferred revenue		32,984			—			—			32,984
Other		5,395			18,030			—			23,425
Total long-term liabilities		275,803			303,680			(92,801	)		486,682
Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		540			1			(1	)		540
Treasury stock		(11,740	)		—			—			(11,740	)
Paid-in capital		349,666			259,837			(259,837	)		349,666
Accumulated deficit		(189,032	)		(102,190	)		102,190			(189,032	)
Total stockholders’ equity		149,434			157,648			(157,648	)		149,434
Total liabilities and stockholders’ equity	$	464,351		$	503,760		$	(255,383	)	$	712,728

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	11,244		$	70,278		$	—		$	81,522
Concessions and other		13,977			41,064			(6,470	)		48,571
Total operating revenues		25,221			111,342			(6,470	)		130,093
Operating costs and expenses:
Film exhibition costs		6,037			37,227			—			43,264
Concession costs		901			5,068			—			5,969
Other theatre operating costs		9,849			54,580			(6,470	)		57,959
General and administrative expenses		5,429			586			—			6,015
Lease termination charges		—			3,063			—			3,063
Depreciation and amortization		1,879			8,355			—			10,234
Loss on sale of property and equipment		5			75			—			80
Impairment of long-lived assets		—			204			—			204
Total operating costs and expenses		24,100			109,158			(6,470	)		126,788
Operating income		1,121			2,184			—			3,305
Interest expense		2,025			10,273			—			12,298
Equity in loss of subsidiaries		4,801			—			(4,801	)		—
(Loss) before income tax and (loss) income from unconsolidated affiliates		(5,705	)		(8,089	)		4,801			(8,993	)
Income tax benefit		(1,008	)		(3,289	)		—			(4,297	)
(Loss) income from unconsolidated affiliates		(1,088	)		73			—			(1,015	)
Loss from continuing operations		(5,785	)		(4,727	)		4,801			(5,711	)
Income (loss) from discontinued operations		2			(74	)		—			(72	)
Net loss	$	(5,783	)	$	(4,801	)	$	4,801		$	(5,783	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	7,831		$	(2,007	)	$	—	$	5,824
Cash flows from investing activities:
Purchases of property and equipment		(2,708	)		(5,800	)		—		(8,508	)
Theatre acquisition		—			(1,349	)		—		(1,349	)
Proceeds from sale of property and equipment		5			—			—		5
Other investing activities		284			—			—		284
Net cash used in investing activities		(2,419	)		(7,149	)				(9,568	)
Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(103	)		(868	)		—		(971	)
Purchase of treasury stock		(174	)		—			—		(174	)
Intercompany receivable/payable		(5,613	)		5,613			—		—
Net cash provided by (used in) financing activities		(5,890	)		4,745			—		(1,145	)
Increase in cash and cash equivalents		(478	)		(4,411	)		—		(4,889	)
Cash and cash equivalents at beginning of period		49,093			19,438			—		68,531
Cash and cash equivalents at end of period	$	48,615		$	15,027		$	—	$	63,642

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Admissions	$ 81,522	$ 82,690
Concessions and other	48,571	47,276
Total operating revenues	130,093	129,966
Operating costs and expenses:
Film exhibition costs	43,264	43,243
Concession costs	5,969	5,566
Other theatre operating costs	57,959	52,132
Lease termination charges (Note 12)	3,063
General and administrative expenses	6,015	5,000
Depreciation and amortization	10,234	7,767
Loss on sale of property and equipment	80	248
Impairment of long-lived assets	204	1,486
Total operating costs and expenses	126,788	115,442
Operating income	3,305	14,524
Interest expense	12,298	8,263
(Loss) income before income tax and loss from unconsolidated affiliates	(8,993)	6,261
Income tax (benefit) expense (Note 4)	(4,297)	2,407
Loss from unconsolidated affiliates (Note 10)	(1,015)	(543)
(Loss) income from continuing operations	(5,711)	3,311
Loss from discontinued operations (Note 6)	(72)	(79)
Net (loss) income	$ (5,783)	$ 3,232
Weighted average shares outstanding:
Basic	17,547	12,824
Diluted	17,547	12,942
Net (loss) income per common share (Basic and Diluted):
(Loss) income from continuing operations	$ (0.33)	$ 0.26
Loss from discontinued operations, net of tax		$ (0.01)
Net (loss) income	$ (0.33)	$ 0.25

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7—COMMITMENTS AND CONTINGENCIES

Contingencies

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

XML

Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 6—DISCONTINUED OPERATIONS

Theatres are generally considered for closure due to an expiring lease, underperformance, or the opportunity to better deploy invested capital. During the three months ended March 31, 2013 and 2012, the Company closed seven and four theatres, respectively. With respect to the closures during the three months ended March 31, 2013 and 2012, the Company classified one theatre and three theatres, respectively, as discontinued operations. The Company reported the results of these operations, including gains and losses on disposal, as discontinued operations. The operations and cash flows of these theatres have been eliminated from the Company’s continuing operations, and the Company will not have any continuing involvement in their operations.

All activity during the three months ended March 31, 2013 included in the accompanying consolidated statements of operations has been reclassified to separately reflect the results of operations from theatres closed in 2013 and considered discontinued operations through the respective date of the theatre closings. Assets and liabilities associated with the discontinued operations have not been segregated from assets and liabilities from continuing operations as they are not material.

The following table sets forth the summary of activity for discontinued operations for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013			2012
Revenue from discontinued operations	$	23		$	941
Operating loss before income taxes	$	(111	)	$	(85	)
Income tax benefit from discontinued operations		45			32
Loss on disposal, before income taxes		(11	)		(42	)
Income tax benefit on disposal		5			16
Loss from discontinued operations	$	(72	)	$	(79	)

XML

Screenvision Exhibition Inc (Tables)

3 Months Ended

Mar. 31, 2013

Long Term Exhibition Agreement [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 three months ended March 31, 2013 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2013	$	6,740
Equity earnings of SV Holdco		(1,442	)
Balance at March 31, 2013	$	5,298

Deferred revenue	SV Holdco
Balance at January 1, 2013	$	34,141
Amortization of up-front payment		(237	)
Amortization of Class C units		(52	)
Balance at March 31, 2013	$	33,852

XML

Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Basis of Presentation and Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Carmike Cinemas, Inc. (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the balance sheet as of March 31, 2013 and December 31, 2012 and the results of operations and cash flows for the three month periods ended March 31, 2013 and 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during the first three months of 2013.

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

Accounting Estimates

Accounting Estimates

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

Discontinued Operations

Discontinued Operations

The results of operations for theatres that have been disposed of or classified as held for sale are eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s condensed consolidated statements of operations. Theatres are reported as discontinued operations when the Company no longer has continuing involvement in the theatre operations and the cash flows have been eliminated, which generally occurs when the Company no longer has operations in a given market. See Note 6 – Discontinued Operations.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

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

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

Fair Value Measurements

Fair Value Measurements

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

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

Comprehensive Income

Comprehensive Income

The Company has no other comprehensive income items.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

There have been no new accounting pronouncements issued or effective through the three months ended March 31, 2013 that had or are expected to have a significant impact on the Company’s condensed consolidated financial statements.

XML

Investments in Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2013

Investments in Unconsolidated Affiliates [Abstract]

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

NOTE 10—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Our investments in affiliated companies accounted for by the equity method consist of our ownership interest in Screenvision, as discussed in Note 9 – Screenvision Exhibition, Inc., and interests in other joint ventures.

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

	As of March 31,
	2013
Assets:
Current assets	$	25,048
Noncurrent assets		156,628
Total assets	$	181,676
Liabilities:
Current liabilities	$	32,927
Noncurrent liabilities		73,985
Total liabilities	$	106,912

	Three Months Ended
	March 31, 2013			March 31, 2012
Results of operations:
Revenue	$	17,788		$	23,245
Net income	$	(9,353	)	$	(8,299	)

A summary of activity in income from unconsolidated affiliates for the three months ended March 31, 2013 and 2012 is as follows:

	March 31,
Income from unconsolidated affiliates	2013			2012
Income (loss) from unconsolidated affiliates	$	(1,369	)	$	(940	)
Elimination of intercompany revenue		354			397
Loss from unconsolidated affiliates	$	(1,015	)	$	(543	)

XML

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2013

Net Income (Loss) Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

NOTE 8—NET INCOME (LOSS) PER SHARE

Basic net income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed using the weighted-average number of common shares and common stock equivalents outstanding. As a result of the Company’s net losses, all common stock equivalents aggregating 1,410,412 for the three months ended March 31, 2013 were excluded from the calculation of diluted loss per share given their anti-dilutive effect. Common stock equivalents totaling 270,000 for the three months ended March 31, 2012, were excluded from the calculation of diluted earnings per share because of a decline in the average market price of the common stock compared to the price on the grant date.

XML

Screenvision Exhibition, Inc.

3 Months Ended

Mar. 31, 2013

Long Term Exhibition Agreement [Abstract]

SCREENVISION EXHIBITION, INC.

NOTE 9—SCREENVISION EXHIBITION, INC.

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

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

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

As of March 31, 2013, the Company held Class C and Class A membership units representing approximately 19% of the total issued and outstanding membership units of SV Holdco. As of March 31, 2013, the carrying value of the Company’s ownership interest in SV Holdco is $5,298 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 Accounting Standards Codification 970-323-25-6.

The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85,000 as of October 14, 2010. The $85,000 threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $88,000 as of March 31, 2013.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it received in October 2010, and the Company will not receive bonus units in excess of 33% of the Class C membership units it received in October 2010. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco LLC that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. The non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $6,555 which was determined using the Black Scholes Model. The Company has applied the equity method of accounting for the non-forfeitable units and for financial reporting purposes began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since October 14, 2010. The Company’s non-forfeitable Class C and Class A membership units represented approximately 15% of the total issued and outstanding membership units of SV Holdco as of March 31, 2013 and December 31, 2012.

For financial reporting purposes, the gains from both the $30,000 cash payment to the Company and its non-forfeitable membership units in SV Holdco ($36,555 in the aggregate) have been deferred and will be recognized as concessions and other revenue on a straight line basis over the remaining term of the Modified Exhibition Agreement. The Company has included in concessions and other revenue in the consolidated statement of operations amounts related to Screenvision of approximately $2,007 and $2,253 for the three months ended March 31, 2013 and 2012, 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 $354 and $397 for the three months ended March 31, 2013 and 2012, respectively. The Company has included in accounts receivable in the consolidated balance sheets amounts due from Screenvision of $1,073 and $2,030 at March 31, 2013 and December 31, 2012, 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 three months ended March 31, 2013 is as follows:

Investments in unconsolidated affiliates	SV Holdco
Balance at January 1, 2013	$	6,740
Equity earnings of SV Holdco		(1,442	)
Balance at March 31, 2013	$	5,298

Deferred revenue	SV Holdco
Balance at January 1, 2013	$	34,141
Amortization of up-front payment		(237	)
Amortization of Class C units		(52	)
Balance at March 31, 2013	$	33,852

XML

Theatre Acquisitions

3 Months Ended

Mar. 31, 2013

Theatre Acquisitions [Abstract]

THEATRE ACQUISITIONS

NOTE 11—THEATRE ACQUISITIONS

On November 15, 2012, the Company completed its acquisition of 16 entertainment complexes and 251 screens in seven U.S. states (the “Theatres”) pursuant to the terms of the Membership Interest Purchase Agreement with Rave Reviews Cinemas, L.L.C (“Rave”) and Rave Reviews Holdings, LLC (“Acquisition Sub”) dated September 28, 2012. Prior to consummation of the acquisition, Rave transferred to the Acquisition Sub the Theatres and certain related assets and certain assumed liabilities, including the leases, related to the Theatres. The Company subsequently acquired all of the ownership interests of the Acquisition Sub. The acquisition supports the Company’s growth strategy. In consideration for the acquisition, the Company paid $22,213 in cash including $3,213 in working capital adjustments. The Company paid $1,349 of the working capital adjustment during the three months ended March 31, 2013. In addition, the Company assumed approximately $110,243 of financing obligations, after accounting adjustments, to reflect the acquisition date fair value of such obligations. The purchase price was paid using cash on hand.

XML

Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Summary of activity for discontinued operations
Revenue from discontinued operations	$ 23	$ 941
Operating loss before income taxes	(111)	(85)
Income tax benefit from discontinued operations	45	32
Loss on disposal, before income taxes	(11)	(42)
Income tax benefit on disposal	5	16
Loss from discontinued operations	$ (72)	$ (79)

XML

Equity Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Equity Based Compensation [Abstract]

Summary of option activity for stock options

The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2013:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		747,500		$	12.32		5.92
Granted		—		$	—
Exercised		—		$	—
Expired		—		$	—
Forfeited		(50,000	)	$	21.79
Outstanding at March 31, 2013		697,500		$	11.64		6.09	$	5,857
Exercisable on March 31, 2013		641,662		$	12.03		5.92	$	5,244
Expected to vest March 31, 2013		53,244		$	7.14		8.01	$	585

Summary of activity for restricted stock grants

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2013:

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2013		458,981		$	10.85
Granted		193,600		$	15.66
Vested		(72,000	)	$	10.92
Forfeited		—		$	—
Nonvested at March 31, 2013		580,581		$	12.45

XML

Impairment of Long-Lived Assets (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Theatre	Mar. 31, 2012
Impairment of Long Lived Assets (Additional Textual) [Abstract]
Impairment charges	$ 204	$ 1,486
Number of theatres	1
Estimated aggregate fair value of long-lived assets impaired	$ 538
Maximum [Member]
Impairment of Long Lived Assets (Textual) [Abstract]
Projects future attendance fluctuations, percent	10.00%
Risk-adjusted of return, discount rate	15.00%
Minimum [Member]
Impairment of Long Lived Assets (Textual) [Abstract]
Projects future attendance fluctuations, percent	(10.00%)
Risk-adjusted of return, discount rate	10.00%

XML

Guarantor Subsidiaries (Details Textual) (USD $) In Thousands, unless otherwise specified		1 Months Ended	3 Months Ended
	Mar. 31, 2013	Jun. 30, 2012 Senior secured notes [Member]	Mar. 31, 2013 7.375% Senior secured notes [Member]	Jun. 30, 2012 7.375% Senior secured notes [Member]	Apr. 30, 2012 7.375% Senior secured notes [Member]
Guarantor Subsidiaries (Textual) [Abstract]
Acquisition of common stock	100.00%
Senior Secure Notes Issued		$ 210,000
Senior secured note interest rate				7.375%	7.375%
Senior secured notes maturity date		May 15, 2019	May 15, 2019

XML

Theatre Acquisitions (Details Textual) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended
	Nov. 30, 2012 Entertainment_Complexes	Mar. 31, 2013	Nov. 15, 2012 States
Theatre Acquisitions (Textual) [Abstract]
Working capital adjustment		$ 1,349
Theatre Acquisitions (Additional Textual) [Abstract]
Date of assets acquisition		Nov. 15, 2012
Number of theatres located states			7
Number of entertainment complexes acquired	16
Rave Acquisition [Member]
Theatre Acquisitions (Textual) [Abstract]
Business acquisition number of screen acquired	251
Business acquisition cash paid			22,213
Working capital adjustment			3,213
capital lease and financial obligation, assumed			110,243

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net (loss) income	$ (5,783)	$ 3,232
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	10,234	7,803
Amortization of debt issuance costs	362	596
Impairment on long-lived assets	204	1,486
Deferred income taxes	(1,272)
Stock-based compensation	711	463
Loss from unconsolidated affiliates	1,326	897
Other	117	107
Loss on sale of property and equipment	91	290
Changes in operating assets and liabilities:
Accounts receivable and inventories	1,870	(764)
Prepaid expenses and other assets	(3,907)	(523)
Accounts payable	(103)	(2,721)
Accrued expenses and other liabilities	(1,171)	(1,011)
Lease termination charges	3,063
Distributions from unconsolidated affiliates	82	98
Net cash provided by operating activities	5,824	9,953
Cash flows from investing activities:
Purchases of property and equipment	(8,508)	(5,990)
Release of restricted cash	284	301
Theatre acquisition	(1,349)	(702)
Proceeds from sale of property and equipment	5	58
Net cash used in investing activities	(9,568)	(6,333)
Debt activities:
Short-term borrowings		5,000
Repayment of short-term borrowings		(5,000)
Repayments of long-term debt		(511)
Repayments of capital lease and long-term financing obligations	(971)	(436)
Purchase of treasury stock	(174)
Net cash used in financing activities	(1,145)	(947)
(Decrease) increase in cash and cash equivalents	(4,889)	2,673
Cash and cash equivalents at beginning of period	68,531	13,616
Cash and cash equivalents at end of period	63,642	16,289
Cash paid during the period for:
Interest	7,911	7,559
Income taxes	176
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$ 1,590	$ 1,078

XML

Equity Based Compensation

3 Months Ended

Mar. 31, 2013

Equity Based Compensation [Abstract]

EQUITY BASED COMPENSATION

NOTE 5—EQUITY BASED COMPENSATION

In March 2004, the Board of Directors adopted the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the “2004 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 2004 Incentive Stock Plan to certain eligible employees and to outside directors. As of March 31, 2013, there were 1,153,602 shares available for future grants under the 2004 Incentive Stock Plan. The Company’s policy is to issue new shares upon exercise of options and the issuance of stock grants.

The Company also issues restricted stock awards to certain key employees and directors. Generally, the restricted stock vests over a one to three year period and compensation expense is recognized over the one to three year period equal to the grant date fair value of the shares awarded. As of March 31, 2013, the Company also had 361,603 shares of performance-based awards outstanding which are dependent on the achievement of EBITDA targets that vest over a three-year period. As of March 31, 2013, 236,803 shares of these performance-based stock awards have been earned due to the achievement of EBITDA targets. Performance-based stock awards are recognized as compensation expense over the vesting period based on the fair value on the date of grant and the number of shares ultimately expected to vest. The Company has determined the achievement of the performance target for the unearned awards is probable.

The Company’s total stock-based compensation expense was approximately $711 and $463 for the three months ended March 31, 2013 and 2012, respectively. Stock-based compensation expense is included in general and administrative expenses in the consolidated statement of operations. As of March 31, 2013, the Company had approximately $5,638 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s plans. This cost is expected to be recognized as stock-based compensation expense over a weighted-average period of approximately 2.4 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 for which vesting is dependent only on employees providing future service. Such stock options vest equally over a three-year period, except for options granted to members of the Board of Directors that vest immediately upon issuance. The stock options expire 10 years after the grant date. The Company’s stock-based compensation expense is recorded based on an estimated forfeiture rate of 5%.

No options were granted during the first three months of 2013 or 2012. The following table sets forth the summary of option activity for stock options with service vesting conditions as of March 31, 2013:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Yrs.)		Aggregate Intrinsic Value
Outstanding at January 1, 2013		747,500		$	12.32		5.92
Granted		—		$	—
Exercised		—		$	—
Expired		—		$	—
Forfeited		(50,000	)	$	21.79
Outstanding at March 31, 2013		697,500		$	11.64		6.09	$	5,857
Exercisable on March 31, 2013		641,662		$	12.03		5.92	$	5,244
Expected to vest March 31, 2013		53,244		$	7.14		8.01	$	585

Restricted Stock

The following table sets forth the summary of activity for restricted stock grants, including performance-based awards, for the three months ended March 31, 2013:

	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 1, 2013		458,981		$	10.85
Granted		193,600		$	15.66
Vested		(72,000	)	$	10.92
Forfeited		—		$	—
Nonvested at March 31, 2013		580,581		$	12.45

XML

Debt (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Components of debt
Original issue discount	$ (435)	$ (452)
Total debt	209,565	209,548
Current maturities
Total long-term debt	209,565	209,548
Senior secured notes [Member]
Components of debt
Debt amount	210,000	210,000
Total long-term debt	209,565	209,548
Revolving credit facility [Member]
Components of debt
Debt amount

XML

Screenvision Exhibition Inc (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended			1 Months Ended	0 Months Ended	3 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Sep. 30, 2011 Class A membership units [Member]	Oct. 14, 2010 Class C membership units [Member]	Mar. 31, 2013 Class C membership units [Member]	Oct. 14, 2010 Screenvision [Member]	Jan. 31, 2011 Screenvision [Member]	Mar. 31, 2013 Screenvision [Member]	Mar. 31, 2012 Screenvision [Member]	Dec. 31, 2012 Screenvision [Member]
Screenvision Transaction (Textual) [Abstract]
Exhibition agreement, expiration date									Jul. 01, 2012
Modified Exhibition Agreement, additional term									30 years
Modified Exhibition Agreement, expiration date									Jul. 01, 2042
Cash received on Modified Exhibition Agreement								$ 30,000
Percentage of issued and outstanding membership units received				1.00%	20.00%
Voluntary capital contribution made to SV Holdco				718
Percentage of Class C and Class A membership units held	100.00%								19.00%
Carrying value of ownership interest in SV Holdco	6,231		7,682						5,298
Threshold amount applicable for future profits and appreciation in assets					85,000	88,000
Maximum forfeiture limit						25.00%
Maximum bonus units to be received						33.00%
Non-forfeitable ownership interest at estimated fair value							6,555
Non-forfeitable Class C and Class A membership units									15.00%		15.00%
Recognized concessions and other revenue received							30,000
Aggregate amount deferred to be recognized as concessions and other revenue							36,555
Concessions and other	48,571	47,276							2,007	2,253
Intercompany gain to Company									354	397
Amounts due included in accounts receivable related to Screenvision	$ 5,461		$ 6,555						$ 1,073		$ 2,030

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt [Abstract]

Components of debt

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

	March 31, 2013			December 31, 2012
Senior secured notes	$	210,000		$	210,000
Revolving credit facility		—			—
Original issue discount		(435	)		(452	)
Total debt		209,565			209,548
Current maturities		—			—
Total long-term debt	$	209,565		$	209,548

Fair value of senior secured notes based on quoted market prices

The fair value of the Senior Secured Notes at March 31, 2013 and December 31, 2012 is estimated based on quoted market prices as follows:

	As of March 31,		As of December 31,
	2013		2012
Carrying amount, net	$	210,000	$	210,000
Fair value	$	229,950	$	226,800