Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2011

Guarantor Subsidiaries

Guarantor Subsidiaries

NOTE 14—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 guaranteed by certain of Carmike Cinemas, Inc.'s subsidiaries and may be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

Carmike Cinemas, Inc. may sell debt securities 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. Therefore, the Company is providing the following condensed consolidating financial statement information as of September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and September 30, 2010 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 September 30, 2011
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	12,413		$	6,586		$	—		$	18,999
Restricted cash		75			—			—			75
Accounts receivable		3,255			83			—			3,338
Inventories		569			2,160			—			2,729
Prepaid expenses and other assets		3,401			4,245			—			7,646
Total current assets		19,713			13,074			—			32,787
Property and equipment:
Land		13,438			41,193			—			54,631
Buildings and building improvements		47,970			228,399			—			276,369
Leasehold improvements		16,756			103,856			—			120,612
Assets under capital leases		8,675			39,530			—			48,205
Equipment		59,597			156,001			—			215,598
Construction in progress		2,113			2,796			—			4,909
Total property and equipment		148,549			571,775			—			720,324
Accumulated depreciation and amortization		(76,232	)		(284,688	)		—			(360,920	)
Property and equipment, net of accumulated depreciation		72,317			287,087			—			359,404
Intercompany receivables		114,014			—			(114,014	)		—
Investment in subsidiaries		84,066			—			(84,066	)		—
Intangible assets, net of accumulated amortization		—			564			—			564
Investment in unconsolidated affiliates		8,194			—			—			8,194
Other		11,146			7,400			—			18,546
Total assets	$	309,450		$	308,125		$	(198,080	)	$	419,495
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	17,524		$	788		$	—		$	18,312
Income taxes payable		2,812			—			—			2,812
Accrued expenses		18,654			10,183			—			28,837
Current maturities of long-term debt, capital leases and long-term financing obligations		2,466			1,541			—			4,007
Total current liabilities		41,456			12,512			—			53,968
Long-term liabilities:
Long-term debt, less current maturities		207,153			—			—			207,153
Capital leases and long-term financing obligations, less current maturities		28,298			86,724			—			115,022
Intercompany liabilities		—			114,014			(114,014	)		—
Deferred revenue		34,297			—			—			34,297
Other		6,008			10,809			—			16,817
Total long-term liabilities		275,756			211,547			(114,014	)		373,289
Stockholders' (deficit) equity:
Preferred Stock		—			—			—			—
Common Stock		401			1			(1	)		401
Treasury stock		(11,683	)		—			—			(11,683	)
Paid-in capital		290,575			237,800			(237,800	)		290,575
Accumulated deficit		(287,055	)		(153,735	)		153,735			(287,055	)
Total stockholders' (deficit) equity		(7,762	)		84,066			(84,066	)		(7,762	)
Total liabilities and stockholders' (deficit) equity	$	309,450		$	308,125		$	(198,080	)	$	419,495

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2010
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	3,418		$	9,648		$	—		$	13,066
Restricted cash		335			—			—			335
Accounts receivable		4,255			185			—			4,440
Screenvision receivable		30,000			—			—			30,000
Inventories		526			2,215			—			2,741
Prepaid expenses and other assets		2,402			4,294			—			6,696
Total current assets		40,936			16,342			—			57,278
Property and equipment:
Land		13,716			40,887			—			54,603
Buildings and building improvements		48,437			224,519			—			272,956
Leasehold improvements		16,523			103,797			—			120,320
Assets under capital leases		8,675			42,249			—			50,924
Equipment		56,788			153,541			—			210,329
Construction in progress		724			1,700			—			2,424
Total property and equipment		144,863			566,693			—			711,556
Accumulated depreciation and amortization		(72,446	)		(270,926	)		—			(343,372	)
Property and equipment, net of accumulated depreciation		72,417			295,767			—			368,184
Intercompany receivables		133,202			—			(133,202	)		—
Investment in subsidiaries		79,444			—			(79,444	)		—
Intangible assets, net of accumulated amortization		—			612			—			612
Investments in unconsolidated affiliates		8,093									8,093
Other		12,792			7,799			—			20,591
Total assets	$	346,884		$	320,520		$	(212,646	)	$	454,758
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	20,492		$	1,168		$	—		$	21,660
Accrued expenses		21,561			5,870			—			27,431
Current maturities of long-term debt, capital leases and long-term financing obligations		2,652			1,588			—			4,240
Total current liabilities		44,705			8,626			—			53,331
Long-term liabilities:
Long-term debt, less current maturities		233,092			—			—			233,092
Capital leases and long-term financing obligations, less current maturities		28,477			87,559			—			116,036
Intercompany liabilities		—			133,202			(133,202	)		—
Deferred revenue		35,150			—			—			35,150
Other		5,361			11,689			—			17,050
Total long-term liabilities		302,080			232,450			(133,202	)		401,328
Stockholders' equity:
Preferred Stock		—			—			—			—
Common Stock		400			1			(1	)		400
Treasury stock		(11,657	)		—			—			(11,657	)
Paid-in capital		288,986			237,800			(237,800	)		288,986
Accumulated deficit		(277,630	)		(158,357	)		158,357			(277,630	)
Total stockholders' equity		99			79,444			(79,444	)		99
Total liabilities and stockholders' equity	$	346,884		$	320,520		$	(212,646	)	$	454,758

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended September 30, 2011
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	14,241		$	72,200		$	—		$	86,441
Concessions and other		14,373			39,614			(6,444	)		47,543
Total operating revenues		28,614			111,814			(6,444	)		133,984
Operating costs and expenses:
Film exhibition costs		7,870			39,312			—			47,182
Concession costs		997			4,719			—			5,716
Other theatre operating costs		11,090			49,845			(6,444	)		54,491
General and administrative expenses		3,922			536			—			4,458
Depreciation and amortization		1,691			6,569			—			8,260
Loss (gain) on sale of property and equipment		51			(4	)		—			47
Impairment of long-lived assets		—			18			—			18
Total operating costs and expenses		25,621			100,995			(6,444	)		120,172
Operating income		2,993			10,819			—			13,812
Interest expense		2,267			5,783			—			8,050
Equity in earnings of subsidiaries		(5,114	)		—			5,114			—
Income before income tax, income from unconsolidated subsidiaries and discontinued operations		5,840			5,036			(5,114	)		5,762
Income tax expense		3,939			—			—			3,939
Income from unconsolidated affiliates		1,189			102			—			1,291
Income from continuing operations		3,090			5,138			(5,114	)		3,114
Loss from discontinued operations		—			(24	)		—			(24	)
Net income	$	3,090		$	5,114		$	(5,114	)	$	3,090

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Three Months Ended September 30, 2010
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	13,775		$	68,109		$	—		$	81,884
Concessions and other		13,280			34,301			(6,014	)		41,567
Total operating revenues		27,055			102,410			(6,014	)		123,451
Operating costs and expenses:
Film exhibition costs		7,647			37,593			—			45,240
Concession costs		845			3,859			—			4,704
Other theatre operating costs		10,733			50,188			(6,014	)		54,907
General and administrative expenses		3,758			607			—			4,365
Depreciation and amortization		1,704			6,243			—			7,947
Loss (gain) on sale of property and equipment		52			(710	)		—			(658	)
Impairment of long-lived assets		—			220			—			220
Total operating costs and expenses		24,739			98,000			(6,014	)		116,725
Operating income		2,316			4,410			—			6,726
Interest expense		2,538			6,248			—			8,786
Equity in earnings of subsidiaries		(975	)		—			975			—
Loss on extinguishment of debt		5			—			—			5
Income (loss) before income tax and discontinued operations		748			(1,838	)		(975	)		(2,065	)
Income tax expense (benefit)		228			(2,669	)		—			(2,441	)
Income from continuing operations		520			831			(975	)		376
Income from discontinued operations		10			144			—			154
Net income	$	530		$	975		$	(975	)	$	530

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Nine Months Ended September 30, 2011
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	39,593		$	193,060		$	—		$	232,653
Concessions and other		40,859			106,301			(17,710	)		129,450
Total operating revenues		80,452			299,361			(17,710	)		362,103
Operating costs and expenses:
Film exhibition costs		21,652			104,488			—			126,140
Concession costs		2,736			12,222			—			14,958
Other theatre operating costs		31,656			139,538			(17,710	)		153,484
General and administrative expenses		12,091			1,596			—			13,687
Separation agreement charges		845			—			—			845
Depreciation and amortization		4,990			18,958			—			23,948
Loss (gain) on sale of property and equipment		119			(11	)		—			108
Write-off of note receivable		750			—			—			750
Impairment of long-lived assets		907			435			—			1,342
Total operating costs and expenses		75,746			277,226			(17,710	)		335,262
Operating income		4,706			22,135			—			26,841
Interest expense		8,242			17,591			—			25,833
Equity in earnings of subsidiaries		(4,622	)		—			4,622			—
Income before income tax, income from unconsolidated subsidiaries and discontinued operations		1,086			4,544			(4,622	)		1,008
Income tax expense		11,255			—			—			11,255
Income from unconsolidated affiliates		744			243			—			987
(Loss) income from continuing operations		(9,425	)		4,787			(4,622	)		(9,260	)
Loss from discontinued operations		—			(165	)		—			(165	)
Net (loss) income	$	(9,425	)	$	4,622		$	(4,622	)	$	(9,425	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	Nine Months Ended September 30, 2010
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	43,124		$	204,313		$	—		$	247,437
Concessions and other		40,922			102,459			(18,043	)		125,338
Total operating revenues		84,046			306,772			(18,043	)		372,775
Operating costs and expenses:
Film exhibition costs		24,495			114,386			—			138,881
Concession costs		2,531			11,190			—			13,721
Other theatre operating costs		31,868			147,081			(18,043	)		160,906
General and administrative expenses		11,784			1,885			—			13,669
Depreciation and amortization		4,953			18,904			—			23,857
Loss (gain) on sale of property and equipment		68			(717	)		—			(649	)
Impairment of long-lived assets		171			3,661			—			3,832
Total operating costs and expenses		75,870			296,390			(18,043	)		354,217
Operating income		8,176			10,382			—			18,558
Interest expense		8,078			19,373			—			27,451
Equity in loss of subsidiaries		6,598			—			(6,598	)		—
Loss on extinguishment of debt		2,573			—			—			2,573
Loss before income tax and discontinued operations		(9,073	)		(8,991	)		6,598			(11,466	)
Income tax expense (benefit)		354			(2,342	)		—			(1,988	)
Loss from continuing operations		(9,427	)		(6,649	)		6,598			(9,478	)
Loss (income) from discontinued operations		(8	)		51			—			43
Net loss	$	(9,435	)	$	(6,598	)	$	6,598		$	(9,435	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended September 30, 2011
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities:	$	21,830		$	27,693		$	—	$	49,523
Cash flows from investing activities:
Purchases of property and equipment		(1,527	)		(10,779	)				(12,306	)
Purchase acquistion		(2,550	)		—			—		(2,550	)
Investment in unconsolidated affiliates		(718	)		—			—		(718	)
Proceeds from sale of property and equipment		6			438					444
Other investing activities		260			—					260
Net cash used in investing activities		(4,529	)		(10,341	)				(14,870	)
Cash flows from financing activities:
Repayments of long-term debt		(26,698	)		—					(26,698	)
Intercompany receivable/payable		19,188			(19,188	)				—
Repayments of capital lease and long-term financing obligations		(182	)		(1,226	)				(1,408	)
Other financing activities		(614	)		—					(614	)
Net cash used in financing activities		(8,306	)		(20,414	)		—		(28,720	)
Increase / (decrease) in cash and cash equivalents		8,995			(3,062	)		—		5,933
Cash and cash equivalents at beginning of period		3,418			9,648					13,066
Cash and cash equivalents at end of period	$	12,413		$	6,586		$	—	$	18,999

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended September 30, 2010
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	3,296		$	8,647		$	—	$	11,943
Cash flows from investing activities:
Purchases of property and equipment		(1,901	)		(8,980	)				(10,881	)
Proceeds from sale of property and equipment		4			3,875					3,879
Other investing activities		324			—					324
Net cash used in investing activities		(1,573	)		(5,105	)				(6,678	)
Cash flows from financing activities:
Short-term borrowings		5,000								5,000
Repayment of short-term borrowings		(5,000	)							(5,000	)
Issuance of long-term debt		262,350			—					262,350
Repayments of long-term debt		(277,722	)		—					(277,722	)
Repayments of capital lease and long-term financing obligations		(123	)		(1,090	)				(1,213	)
Intercompany receivable/payable		7,406			(7,406	)				—
Other financing activities		(9,866	)		0					(9,866	)
Net cash used in financing activities		(17,955	)		(8,496	)		—		(26,451	)
Increase / (decrease) in cash and cash equivalents		(16,232	)		(4,954	)		—		(21,186	)
Cash and cash equivalents at beginning of period		16,232			9,464					25,696
Cash and cash equivalents at end of period	$	—		$	4,510		$	—	$	4,510