NOTE 15—GUARANTOR SUBSIDIARIES

The Company filed a registration statement which became effective on August 28, 2013. The registration statement registers certain securities, including debt securities which may be issued and 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 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., 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. Therefore, the Company is providing the following condensed consolidating financial statement information as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 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 September 30, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	139,057		$	11,545		$	—		$	150,602
Restricted cash		62			—			—			62
Accounts receivable		5,478			3,136			(2,760	)		5,854
Inventories		785			2,995			—			3,780
Deferred income tax asset		3,313			1,601			—			4,914
Prepaid expenses and other current assets		9,511			7,736			(5,195	)		12,052

Total current assets		158,206			27,013			(7,955	)		177,264


Property and equipment:
Land		12,080			42,625			—			54,705
Buildings and building improvements		48,026			285,789			—			333,815
Leasehold improvements		20,349			133,279			—			153,628
Assets under capital leases		8,675			36,295			—			44,970
Equipment		66,134			176,566			—			242,700
Construction in progress		3,936			4,430			—			8,366

Total property and equipment		159,200			678,984			—			838,184
Accumulated depreciation and amortization		(82,894	)		(310,739	)		—			(393,633	)

Property and equipment, net of accumulated depreciation		76,306			368,245			—			444,551

Intercompany receivables		92,355			—			(92,355	)		—
Investments in subsidiaries		157,148			—			(157,148	)		—
Goodwill		3,513			46,344			—			49,857
Intangible assets, net of accumulated amortization		—			983			—			983
Investments in unconsolidated affiliates		5,626			855			—			6,481
Deferred income tax asset		60,820			42,541			—			103,361
Other assets		13,232			6,154			—			19,386

Total assets	$	567,206		$	492,135		$	(257,458	)	$	801,883


Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	21,331		$	6,491		$	(2,760	)	$	25,062
Accrued expenses		24,259			22,398			(5,195	)		41,462
Current maturities of capital leases and long-term financing obligations		792			4,454			—			5,246

Total current liabilities		46,382			33,343			(7,955	)		71,770

Long-term liabilities:
Long-term debt		209,601			—			—			209,601
Capital leases and long-term financing obligations, less current maturities		32,694			189,939			—			222,633
Intercompany liabilities		—			92,355			(92,355	)		—
Deferred revenue		32,116			—			—			32,116
Other		5,282			19,350			—			24,632

Total long-term liabilities		279,693			301,644			(92,355	)		488,982


Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		698			1			(1	)		698
Treasury stock		(11,914	)		—			—			(11,914	)
Paid-in capital		439,477			260,013			(260,013	)		439,477
Accumulated deficit		(187,130	)		(102,866	)		102,866			(187,130	)

Total stockholders’ equity		241,131			157,148			(157,148	)		241,131

Total liabilities and stockholders’ equity	$	567,206		$	492,135		$	(257,458	)	$	801,883

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 September 30, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	13,286		$	89,506		$	—		$	102,792
Concessions and other		17,034			53,478			(8,291	)		62,221

Total operating revenues		30,320			142,984			(8,291	)		165,013

Operating costs and expenses:
Film exhibition costs		7,570			48,912			—			56,482
Concession costs		1,159			7,169			—			8,328
Other theatre operating costs		10,726			63,906			(8,291	)		66,341
General and administrative expenses		6,049			572			—			6,621
Severance agreement charges		102			—			—			102
Depreciation and amortization		1,942			8,685			—			10,627
(Gain) loss on sale of property and equipment		(2	)		13			—			11
Impairment of long-lived assets		—			2,974			—			2,974

Total operating costs and expenses		27,546			132,231			(8,291	)		151,486

Operating income		2,774			10,753			—			13,527
Interest expense		2,073			10,280			—			12,353
Equity in loss of subsidiaries		141			—			(141	)		—

Income before income tax and income from unconsolidated affiliates		560			473			141			1,174
Income tax expense		508			745			—			1,253
Income from unconsolidated affiliates		1,025			120			—			1,145

Income (loss) from continuing operations		1,077			(152	)		141			1,066
(Loss) income from discontinued operations		(68	)		11			—			(57	)

Net income (loss)	$	1,009		$	(141	)	$	141		$	1,009

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended September 30, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	12,834		$	67,055		$	—		$	79,889
Concessions and other		13,986			38,960			(6,163	)		46,783

Total operating revenues		26,820			106,015			(6,163	)		126,672

Operating costs and expenses:
Film exhibition costs		7,101			36,757			—			43,858
Concession costs		969			4,772			—			5,741
Other theatre operating costs		10,271			48,796			(6,163	)		52,904
General and administrative expenses		5,094			556			—			5,650
Severance agreement charges		95			—			—			95
Depreciation and amortization		1,923			6,545			—			8,468
Loss (gain) on sale of property and equipment		719			(19	)		—			700
Impairment of long-lived assets		579			1,256			—			1,835

Total operating costs and expenses		26,751			98,663			(6,163	)		119,251

Operating income		69			7,352			—			7,421
Interest expense		2,117			6,488			—			8,605
Equity in earnings of subsidiaries		(285	)		—			285			—

(Loss) income before income tax and income from unconsolidated affiliates		(1,763	)		864			(285	)		(1,184	)
Income tax (benefit) expense		(152	)		618			—			466
Income from unconsolidated affiliates		1,870			80			—			1,950

Income from continuing operations		259			326			(285	)		300
Loss from discontinued operations		(26	)		(41	)		—			(67	)

Net income	$	233		$	285		$	(285	)	$	233

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Nine Months Ended September 30, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	39,051		$	252,876		$	—		$	291,927
Concessions and other		48,404			148,192			(23,313	)		173,283

Total operating revenues		87,455			401,068			(23,313	)		465,210

Operating costs and expenses:
Film exhibition costs		21,667			139,102			—			160,769
Concession costs		3,175			18,834			—			22,009
Other theatre operating costs		29,846			179,250			(23,313	)		185,783
General and administrative expenses		16,904			1,764			—			18,668
Lease termination charges		—			3,063			—			3,063
Severance agreement charges		102			—			—			102
Depreciation and amortization		5,687			25,418			—			31,105
Loss on sale of property and equipment		3			67			—			70
Impairment of long-lived assets		23			3,362			—			3,385

Total operating costs and expenses		77,407			370,860			(23,313	)		424,954

Operating income		10,048			30,208			—			40,256
Interest expense		6,145			30,853			—			36,998
Equity in loss of subsidiaries		550			—			(550	)		—

Income (loss) before income tax and income from unconsolidated affiliates		3,353			(645	)		550			3,258
Income tax expense		1,517			216			—			1,733
Income from unconsolidated affiliates		191			291			—			482

Income (loss) from continuing operations		2,027		$	(570	)	$	550		$	2,007
(Loss) income from discontinued operations		(125	)		20			—			(105	)

Net income (loss)	$	1,902		$	(550	)	$	550		$	1,902

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Nine Months Ended September 30, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries		Eliminations			Consolidated
Revenues:
Admissions	$	40,513		$	208,263	$	—		$	248,776
Concessions and other		43,588			118,503		(19,083	)		143,008

Total operating revenues		84,101			326,766		(19,083	)		391,784

Operating costs and expenses:
Film exhibition costs		22,150			113,075		—			135,225
Concession costs		2,955			13,812		—			16,767
Other theatre operating costs		31,345			144,775		(19,083	)		157,037
General and administrative expenses		14,225			1,714		—			15,939
Severance agreement charges		473			—		—			473
Depreciation and amortization		5,340			18,626		—			23,966
Loss on sale of property and equipment		739			209		—			948
Impairment of long-lived assets		579			2,779		—			3,358

Total operating costs and expenses		77,806			294,990		(19,083	)		353,713

Operating income		6,295			31,776		—			38,071
Interest expense		6,998			18,480		—			25,478
Loss on extinguishment of debt		4,961			—		—			4,961
Equity in earnings of subsidiaries		(7,569	)		—		7,569			—

Income before income tax and income from unconsolidated affiliates		1,905			13,296		(7,569	)		7,632
Income tax (benefit) expense		(2,209	)		6,022		—			3,813
Income from unconsolidated affiliates		698			260		—			958

Income from continuing operations		4,812			7,534		(7,569	)		4,777
(Loss) income from discontinued operations		(149	)		35		—			(114	)

Net income	$	4,663		$	7,569	$	(7,569	)	$	4,663

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Nine Months Ended September 30, 2013
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities		10,121			23,228			—		33,349

Cash flows from investing activities:
Purchases of property and equipment		(4,449	)		(20,299	)		—		(24,748	)
Theatre acquisitions		(3,828	)		(8,490	)		—		(12,318	)
Proceeds from sale of property and equipment		6			734			—		740
Other investing activities		231			—			—		231

Net cash used in investing activities		(8,040	)		(28,055	)				(36,095	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(344	)		(2,708	)		—		(3,052	)
Issuance of common stock		88,043			—			—		88,043
Purchase of treasury stock		(174	)		—			—		(174	)
Intercompany receivable/payable		358			(358	)		—		—

Net cash provided by (used in) financing activities		87,883			(3,066	)		—		84,817


Increase in cash and cash equivalents		89,964			(7,893	)		—		82,071
Cash and cash equivalents at beginning of period		49,093			19,438			—		68,531

Cash and cash equivalents at end of period		139,057			11,545			—		150,602

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Nine Months Ended September 30, 2012
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities		1,288			34,927			—		36,215

Cash flows from investing activities:
Purchases of property and equipment		(13,768	)		(12,155	)		—		(25,923	)
Theatre acquisition		—			(702	)		—		(702	)
Investment in unconsolidated affiliates		—			(54	)		—		(54	)
Proceeds from sale of property and equipment		2,059			798			—		2,857
Other investing activities		273			—			—		273

Net cash used in investing activities		(11,436	)		(12,113	)				(23,549	)

Cash flows from financing activities:
Short-term borrowings		5,000			—			—		5,000
Repayments of short term borrowings		(5,000	)		—			—		(5,000	)
Issuance of long-term debt		209,500			—			—		209,500
Repayments of long-term debt		(200,229	)		—			—		(200,229	)
Debt issuance costs		(8,621	)		—			—		(8,621	)
Repayments of capital leases and long-term financing obligations		(252	)		(1,145	)		—		(1,397	)
Issuance of common stock		56,565			—			—		56,565
Purchase of treasury stock		(57	)		—			—		(57	)
Intercompany receivable/payable		20,725			(20,725	)		—		—

Net cash provided by (used in) financing activities		77,631			(21,870	)		—		55,761


Increase in cash and cash equivalents		67,483			944			—		68,427
Cash and cash equivalents at beginning of period		3,623			9,993			—		13,616

Cash and cash equivalents at end of period		71,106			10,937			—		82,043