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 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 registered 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 March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011 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, 2012
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	3,972		$	12,317		$	—		$	16,289
Restricted cash		30			—			—			30
Accounts receivable		5,104			231			—			5,335
Inventories		753			2,226			—			2,979
Prepaid expenses and other assets		5,452			4,661			—			10,113

Total current assets		15,311			19,435			—			34,746


Property and equipment:
Land		12,716			41,193			—			53,909
Buildings and building improvements		46,761			226,664			—			273,425
Leasehold improvements		19,310			101,653			—			120,963
Assets under capital leases		8,675			36,295			—			44,970
Equipment		58,288			155,715			—			214,003
Construction in progress		1,213			735			—			1,948

Total property and equipment		146,963			562,255			—			709,218
Accumulated depreciation and amortization		(77,334	)		(280,147	)		—			(357,481	)

Property and equipment, net of accumulated depreciation		69,629			282,108			—			351,737

Intercompany receivables		115,326			—			(115,326	)		—
Investment in unconsolidated affiliates		86,356			—			(86,356	)		—
Goodwill		—			8,087			—			8,087
Intangible assets, net of accumulated amortization		—			1,142			—			1,142
Investment in unconsolidated affiliates		6,463			995			—			7,458
Other assets		11,299			6,287			—			17,586

Total assets	$	304,384		$	318,054		$	(201,682	)	$	420,756


Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	24,298		$	1,953		$	—		$	26,251
Accrued expenses		15,960			14,618			—			30,578
Current maturities of long-term debt, capital leases and long-term financing obligations		2,416			1,646			—			4,062

Total current liabilities		42,674			18,217			—			60,891

Long-term liabilities:
Long-term debt, less current maturities		196,459			—			—			196,459
Capital leases and long-term financing obligations, less current maturities		28,142			86,037			—			114,179
Intercompany liabilities		—			115,326			(115,326	)		—
Deferred revenue		33,721			—			—			33,721
Other		5,318			12,118			—			17,436

Total long-term liabilities		263,640			213,481			(115,326	)		361,795


Stockholders' (deficit) equity:
Preferred Stock		—			—			—			—
Common Stock		401			1			(1	)		401
Treasury stock		(11,683	)		—			—			(11,683	)
Paid-in capital		291,460			237,800			(237,800	)		291,460
Accumulated deficit		(282,108	)		(151,445	)		151,445			(282,108	)

Total stockholders' (deficit) equity		(1,930	)		86,356			(86,356	)		(1,930	)

Total liabilities and stockholders' (deficit) equity	$	304,384		$	318,054		$	(201,682	)	$	420,756

CONDENSED CONSOLIDATING BALANCE SHEET


	As of December 31, 2011
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	3,623		$	9,993		$	—		$	13,616
Restricted cash		331			—			—			331
Accounts receivable		4,654			331			—			4,985
Inventories		722			2,233			—			2,955
Prepaid expenses and other assets		4,953			4,457			—			9,410

Total current assets		14,283			17,014			—			31,297


Property and equipment:
Land		12,716			41,193			—			53,909
Buildings and building improvements		46,676			229,545			—			276,221
Leasehold improvements		19,307			104,240			—			123,547
Assets under capital leases		8,675			36,295			—			44,970
Equipment		58,128			154,329			—			212,457
Construction in progress		159			2,190			—			2,349

Total property and equipment		145,661			567,792			—			713,453
Accumulated depreciation and amortization		(75,760	)		(281,758	)		—			(357,518	)

Property and equipment, net of accumulated depreciation		69,901			286,034			—			355,935

Intercompany receivables		123,071			—			(123,071	)		—
Investment in subsidiaries		82,985			—			(82,985	)		—
Goodwill		—			8,087			—			8,087
Intangible assets, net of accumulated amortization		—			1,169			—			1,169
Investment in unconsolidated affiliates		8,498			—			—			8,498
Other		10,536			7,334			—			17,870

Total assets	$	309,274		$	319,638		$	(206,056	)	$	422,856

Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	27,598		$	1,985		$	—		$	29,583
Accrued expenses		19,752			11,384			—			31,136
Current maturities of long-term debt, capital leases and long-term financing obligations		2,391			1,568			—			3,959

Total current liabilities		49,741			14,937			—			64,678

Long-term liabilities:
Long-term debt, less current maturities		196,880			—			—			196,880
Capital leases and long-term financing obligations, less current maturities		28,223			86,385			—			114,608
Intercompany liabilities		—			123,071			(123,071	)		—
Deferred revenue		34,009			—			—			34,009
Other		6,045			12,261			—			18,306

Total long-term liabilities		265,157			221,717			(123,071	)		363,803


Stockholders' (deficit) equity:
Preferred Stock		—			—			—			—
Common Stock		401			1			(1	)		401
Treasury stock		(11,683	)		—			—			(11,683	)
Paid-in capital		290,997			237,800			(237,800	)		290,997
Accumulated deficit		(285,340	)		(154,816	)		154,816			(285,340	)

Total stockholders' (deficit) equity		(5,625	)		82,985			(82,985	)		(5,625	)

Total liabilities and stockholders' (deficit) equity	$	309,274		$	319,638		$	(206,056	)	$	422,856

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2012
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	13,774		$	69,484		$	—		$	83,258
Concessions and other		14,823			39,054			(6,313	)		47,564

Total operating revenues		28,597			108,538			(6,313	)		130,822

Operating costs and expenses:
Film exhibition costs		7,233			36,311			—			43,544
Concession costs		1,015			4,582			—			5,597
Other theatre operating costs		11,193			47,741			(6,313	)		52,621
General and administrative expenses		4,427			573			—			5,000
Depreciation and amortization		1,709			6,081			—			7,790
Loss on sale of property and equipment		20			228			—			248
Impairment of long-lived assets		9			1,477			—			1,486

Total operating costs and expenses		25,606			96,993			(6,313	)		116,286

Operating income		2,991			11,545			—			14,536
Interest expense		2,519			5,744			—			8,263
Equity in earnings of subsidiaries		(3,372	)		—			3,372			—

Income before income tax, income from unconsolidated affiliates and discontinued operations		3,844			5,801			(3,372	)		6,273
Income tax (benefit) expense		(76	)		2,488			—			2,412
(Loss) income from unconsolidated affiliates		(653	)		110			—			(543	)

Income from continuing operations		3,267			3,423			(3,372	)		3,318
Loss from discontinued operations		(35	)		(51	)		—			(86	)

Net income	$	3,232		$	3,372		$	(3,372	)	$	3,232

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2011
	Carmike Cinemas, Inc			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	10,994		$	50,086		$	—		$	61,080
Concessions and other		11,675			27,931			(4,902	)		34,704

Total operating revenues		22,669			78,017			(4,902	)		95,784

Operating costs and expenses:
Film exhibition costs		5,819			26,277			—			32,096
Concession costs		744			3,125			—			3,869
Other theatre operating costs		10,026			43,959			(4,902	)		49,083
General and administrative expenses		4,186			548			—			4,734
Depreciation and amortization		1,602			6,191			—			7,793
Loss on sale of property and equipment		(1	)		(19	)		—			(20	)
Impairment of long-lived assets		122			39			—			161

Total operating costs and expenses		22,498			80,120			(4,902	)		97,716

Operating income (loss)		171			(2,103	)		—			(1,932	)
Interest expense		3,238			5,915			—			9,153
Equity in loss of subsidiaries		8,035			—			(8,035	)		—

Loss before income tax, income from unconsolidated affiliates and discontinued operations		(11,102	)		(8,018	)		8,035			(11,085	)
Income tax expense		6,462			24			—			6,486
(Loss) income from unconsolidated affiliates		(849	)		48			—			(801	)

Loss from continuing operations		(18,413	)		(7,994	)		8,035			(18,372	)
Income (loss) from discontinued operations		15			(41	)		—			(26	)

Net loss	$	(18,398	)	$	(8,035	)	$	8,035		$	(18,398	)

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2011
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities		22,397			1,153			—		23,550

Cash flows from investing activities:
Purchases of property and equipment		(1,520	)		(1,494	)		—		(3,014	)
Proceeds from sale of property and equipment		1			438			—		439
Other investing activities		273			—			—		273

Net cash used in investing activities		(1,246	)		(1,056	)				(2,302	)

Cash flows from financing activities:
Repayments of long-term debt		(15,599	)		—			—		(15,599	)
Intercompany receivable/payable		3,858			(3,858	)		—		—
Debt issuance costs		(588	)		—			—		(588	)
Repayments of capital lease and long-term financing obligations		(58	)		(425	)		—		(483	)

Net cash used in financing activities		(12,387	)		(4,283	)		—		(16,670	)


Increase / (decrease) in cash and cash equivalents		8,764			(4,186	)		—		4,578
Cash and cash equivalents at beginning of period		3,418			9,648			—		13,066

Cash and cash equivalents at end of period		12,182			5,462			—		17,644