NOTE 13—GUARANTOR SUBSIDIARIES

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 (the “Guarantor 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, Carmike Motion Pictures Houston, LLC, Start Media/Digiplex, LLC, DC Apple Valley Cinema, LLC, DC Bloomfield Cinema, LLC, DC Churchville Cinema, LLC, DC Cinema Centers, LLC, DC Cranford Cinema, LLC, DC Lisbon Cinema, LLC, DC Mechanicsburg Cinema, LLC, DC Mission Marketplace Cinema, LLC, DC New Smyrna Beach Cinema, LLC, DC Poway Cinema, LLC, DC River Village Cinema, LLC, DC Solon Cinema, LLC, DC Sparta Cinema, LLC, DC Surprise Cinema, LLC, DC Temecula Cinema, LLC, DC Torrington Cinema, LLC, DC Westfield Cinema, LLC, DC Sarver Cinema, LLC, DC Londonderry, LLC, DC Lansing, LLC, Seth Childs 12 of Kansas, LLC, Carmike Concessions, LLC and Carmike Concessions II, LLC.

During the three months ended March 31, 2015, the Company completed an entity assessment designed to achieve certain operational efficiencies. As a result of this assessment, certain theatres were transferred between Carmike Cinemas, Inc. and its guarantor subsidiaries. The condensed consolidating balance sheet as of December 31, 2014, the condensed consolidating statement of operations for the three months ended March 31, 2014 and the condensed consolidating statement of cash flows for the three months ended March 31, 2014 have been reclassified to the 2015 presentation.

The Company is providing the following condensed consolidating financial statement information as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 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, 2015
	Carmike			Guarantor
	Cinemas, Inc.			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	65,835		$	27,030		$	—		$	92,865
Restricted cash		412			—			—			412
Accounts receivable		15,347			10,651			(9,993	)		16,005
Inventories		740			2,861			—			3,601
Deferred income tax asset		2,470			2,221			—			4,691
Prepaid expenses and other current assets		24,085			10,868			(15,548	)		19,405

Total current assets		108,889			53,631			(25,541	)		136,979

Property and equipment:
Land		8,029			40,664			—			48,693
Buildings and building improvements		52,366			296,923			—			349,289
Leasehold improvements		27,976			161,769			—			189,745
Assets under capital leases		12,689			37,709			—			50,398
Equipment		78,780			207,902			—			286,682
Construction in progress		7,897			10,868			—			18,765

Total property and equipment		187,737			755,835			—			943,572
Accumulated depreciation and amortization		(104,919	)		(341,292	)		—			(446,211	)

Property and equipment, net of accumulated depreciation		82,818			414,543			—			497,361

Intercompany receivables		129,344			—			(129,344	)		—
Investments in subsidiaries		174,468			—			(174,468	)		—
Goodwill		51,507			74,139			—			125,646
Intangible assets, net of accumulated amortization		63			2,822			—			2,885
Investments in unconsolidated affiliates		5,029			837			—			5,866
Deferred income tax asset		53,037			50,215			—			103,252
Assets held for sale		973			—			—			973
Other		8,598			9,108			—			17,706

Total assets	$	614,726		$	605,295		$	(329,353	)	$	890,668

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	22,032		$	26,803		$	(9,993	)	$	38,842
Accrued expenses		17,948			29,911			(15,548	)		32,311
Deferred revenue		11,315			11,122			—			22,437
Current maturities of capital leases and long-term financing obligations		1,504			8,485			—			9,989

Total current liabilities		52,799			76,321			(25,541	)		103,579

Long-term liabilities:
Long-term debt		209,708			—			—			209,708
Capital leases and long-term financing obligations, less current maturities		25,246			202,749			—			227,995
Intercompany liabilities		—			129,344			(129,344	)		—
Deferred revenue		30,380			—			—			30,380
Other		8,414			22,413			—			30,827

Total long-term liabilities		273,748			354,506			(129,344	)		498,910

Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		751			1			(1	)		751
Treasury stock		(16,849	)		—			—			(16,849	)
Paid-in capital		496,107			269,635			(269,635	)		496,107
Accumulated deficit		(191,830	)		(95,168	)		95,168			(191,830	)

Total stockholders’ equity		288,179			174,468			(174,468	)		288,179

Total liabilities and stockholders’ equity	$	614,726		$	605,295		$	(329,353	)	$	890,668

CONDENSED CONSOLIDATING BALANCE SHEET


	As of December 31, 2014
	Carmike			Guarantor
	Cinemas, Inc.			Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	66,010		$	31,527		$	—		$	97,537
Restricted cash		395			—			—			395
Accounts receivable		17,186			14,640			(13,191	)		18,635
Inventories		779			2,954			—			3,733
Deferred income tax asset		2,479			2,212			—			4,691
Prepaid expenses and other current assets		22,539			10,513			(14,921	)		18,131

Total current assets		109,388			61,846			(28,112	)		143,122

Property and equipment:
Land		9,224			40,663			—			49,887
Buildings and building improvements		54,042			289,676			—			343,718
Leasehold improvements		28,432			159,001			—			187,433
Assets under capital leases		12,689			37,709			—			50,398
Equipment		81,014			200,722			—			281,736
Construction in progress		10,565			16,144			—			26,709

Total property and equipment		195,966			743,915			—			939,881
Accumulated depreciation and amortization		(106,481	)		(331,897	)		—			(438,378	)

Property and equipment, net of accumulated depreciation		89,485			412,018			—			501,503

Intercompany receivables		129,877			—			(129,877	)		—
Investments in subsidiaries		172,742			—			(172,742	)		—
Goodwill		51,507			74,008			—			125,515
Intangible assets, net of accumulated amortization		69			2,938			—			3,007
Investments in unconsolidated affiliates		4,195			884			—			5,079
Deferred income tax asset		54,203			47,644			—			101,847
Other		11,622			6,407			—			18,029

Total assets	$	623,088		$	605,745		$	(330,731	)	$	898,102

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	32,722		$	22,650		$	(13,191	)	$	42,181
Accrued expenses		17,550			29,934			(14,921	)		32,563
Deferred revenue		8,238			15,275			—			23,513
Current maturities of capital leases and long-term financing obligations		1,394			8,273			—			9,667

Total current liabilities		59,904			76,132			(28,112	)		107,924

Long-term liabilities:
Long-term debt		209,690			—			—			209,690
Capital leases and long-term financing obligations, less current maturities		25,647			204,556			—			230,203
Intercompany liabilities		—			129,877			(129,877	)		—
Deferred revenue		30,669			—			—			30,669
Other		8,633			22,438			—			31,071

Total long-term liabilities		274,639			356,871			(129,877	)		501,633

Stockholders’ equity:
Preferred stock		—			—			—			—
Common stock		744			1			(1	)		744
Treasury stock		(13,565	)		—			—			(13,565	)
Paid-in capital		493,587			269,635			(269,635	)		493,587
Accumulated deficit		(192,221	)		(96,894	)		96,894			(192,221	)

Total stockholders’ equity		288,545			172,742			(172,742	)		288,545

Total liabilities and stockholders’ equity	$	623,088		$	605,745		$	(330,731	)	$	898,102

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2015
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	16,910		$	94,446		$	—		$	111,356
Concessions and other		22,828			60,526			(10,376	)		72,978

Total operating revenues		39,738			154,972			(10,376	)		184,334

Operating costs and expenses:
Film exhibition costs		10,043			51,640			—			61,683
Concession costs		1,417			6,605			—			8,022
Salaries and benefits		4,181			19,532			—			23,713
Theatre occupancy costs		4,185			19,249			—			23,434
Other theatre operating costs		6,740			35,665			(10,376	)		32,029
General and administrative expenses		9,182			845			—			10,027
Depreciation and amortization		2,592			10,495			—			13,087
Gain on sale of property and equipment		(1,028	)		(3	)		—			(1,031	)
Impairment of long-lived assets		677			713			—			1,390

Total operating costs and expenses		37,989			144,741			(10,376	)		172,354

Operating income		1,749			10,231			—			11,980
Interest expense		5,253			7,416			—			12,669
Equity in earnings of subsidiaries		(1,726	)		—			1,726			—

(Loss) income before income tax and income from unconsolidated affiliates		(1,778	)		2,815			(1,726	)		(689	)
Income tax (benefit) expense		(889	)		1,157			—			268
Income from unconsolidated affiliates		1,280			68			—			1,348

Net income	$	391		$	1,726		$	(1,726	)	$	391

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS


	Three Months Ended March 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Admissions	$	17,815		$	79,757		$	—		$	97,572
Concessions and other		20,080			49,028			(7,756	)		61,352

Total operating revenues		37,895			128,785			(7,756	)		158,924

Operating costs and expenses:
Film exhibition costs		9,768			43,121			—			52,889
Concession costs		1,519			5,600			—			7,119
Salaries and benefits		4,440			17,094			—			21,534
Theatre occupancy costs		4,183			16,178			—			20,361
Other theatre operating costs		6,877			30,261			(7,756	)		29,382
General and administrative expenses		6,845			653			—			7,498
Depreciation and amortization		2,615			9,156			—			11,771
Gain on sale of property and equipment		(7	)		(60	)		—			(67	)
Impairment of long-lived assets		3			355			—			358

Total operating costs and expenses		36,243			122,358			(7,756	)		150,845

Operating income		1,652			6,427			—			8,079
Interest expense		5,313			7,803			—			13,116
Equity in loss of subsidiaries		1,252			—			(1,252	)		—

Loss before income tax and income from unconsolidated affiliates		(4,913	)		(1,376	)		1,252			(5,037	)
Income tax benefit		(1,924	)		(86	)		—			(2,010	)
(Loss) income from unconsolidated affiliates		(180	)		95			—			(85	)

Loss from continuing operations		(3,169	)		(1,195	)		1,252			(3,112	)
Income (loss) from discontinued operations		5			(57	)		—			(52	)

Net loss	$	(3,164	)	$	(1,252	)	$	1,252		$	(3,164	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2015
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities		4,492			14,087			—			18,579

Cash flows from investing activities:
Purchases of property and equipment		(3,112	)		(14,638	)		—			(17,750	)
Investment in unconsolidated affiliates		—			(36	)		—			(36	)
Proceeds from sale of property and equipment		1,575			25			—			1,600
Intercompany receivable/payable		625			—			(625	)		—
Other investing activities		(17	)		—			—			(17	)

Net cash used in investing activities		(929	)		(14,649	)		(625	)		(16,203	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(300	)		(1,740	)		—			(2,040	)
Issuance of common stock		33			—			—			33
Purchase of treasury stock		(3,471	)		—			—			(3,471	)
Earnout payment for acquisitions		—			(1,570	)					(1,570	)
Intercompany receivable/payable		—			(625	)		625			—

Net cash provided by (used in) financing activities		(3,738	)		(3,935	)		625			(7,048	)

Increase in cash and cash equivalents		(175	)		(4,497	)		—			(4,672	)
Cash and cash equivalents at beginning of period		66,010			31,527			—			97,537

Cash and cash equivalents at end of period		65,835			27,030			—			92,865

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS


	For the Three Months Ended March 31, 2014
	Carmike Cinemas, Inc.			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities		(4,392	)		4,813			—			421

Cash flows from investing activities:
Purchases of property and equipment		(1,424	)		(6,030	)		—			(7,454	)
Investment in unconsolidated affiliates		—			(3	)		—			(3	)
Proceeds from sale of property and equipment		222			41			—			263
Intercompany receivable		13,076			—			(13,076	)		—
Other investing activities		55			—			—			55

Net cash provided by (used in) investing activities		11,929			(5,992	)		(13,076	)		(7,139	)

Cash flows from financing activities:
Repayments of capital leases and long-term financing obligations		(291	)		(1,465	)		—			(1,756	)
Purchase of treasury stock		(1,483	)		—			—			(1,483	)
Intercompany payable		—			(13,076	)		13,076			—

Net cash used in financing activities		(1,774	)		(14,541	)		13,076			(3,239	)

Increase (decrease) in cash and cash equivalents		5,763			(15,720	)		—			(9,957	)
Cash and cash equivalents at beginning of period		99,947			43,920			—			143,867

Cash and cash equivalents at end of period		105,710			28,200			—			133,910