10-Q

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 June 30, 2003
OR
o	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 (State or other jurisdiction of incorporation or organization)	58-1469127 (I.R.S. Employer Identification No.)
1301 First Avenue, Columbus, Georgia (Address of Principal Executive Offices)	31901-2109 (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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

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

Common Stock, $.03 par value —

     9,088,512 shares outstanding as of August 11, 2003

PART I

ITEM 1.    FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands, except for share data)

			June 30,		December 31,
			2003		2002
Assets			(unaudited)
Current assets:
	Cash and cash equivalents		$	34,594	$	53,491
	Accounts and notes receivable			2,026		1,574
	Inventories			2,384		3,171
	Recoverable construction allowances			8,742		8,742
	Prepaid expenses			9,399		9,367
		Total current assets		57,145		76,345
Other assets:
	Investment in and advances to partnerships			6,650		6,542
	Other			12,914		12,181
				19,564		18,723
Property and equipment, net of accumulated depreciation				426,827		438,305
Goodwill, net of accumulated amortization				23,354		23,354
Total assets			$	526,890	$	556,727

See accompanying notes

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			June 30,			December 31,
			2003			2002
Liabilities and Shareholders' Equity			(unaudited)
Current liabilities:
	Accounts payable		$	19,156		$	31,946
	Accrued expenses			44,112			45,820
	Current maturities of long-term debt, capital lease obligations and long-term trade payables			31,963			27,051
		Total current liabilities		95,231			104,817
Long-term liabilities:
	Long-term debt, less $28,397 and $26,080 in current maturities as of June 30, 2003 and December 31, 2002, respectively			309,137			339,044
	Capital lease obligations, less current maturities of $1,100 and $972 as of June 30, 2003 and December 31, 2002, respectively			52,037			52,673
	Long-term trade payables, less current maturities			10,881			7,693
	Deferred compensation			4,986			3,614
	Deferred income taxes			1,927			1,927
				378,968			404,951
Liabilities subject to compromise				23,969			37,367
Shareholders’ Equity
	Preferred Stock, $1.00 par value, authorized 1,000,000 shares, none outstanding as of June 30, 2003 and December 31, 2002, respectively			—			—
	Common Stock, $0.03 par value, authorized 20,000,000 shares, issued and outstanding 9,088,512 and 8,991,262 shares as of June 30, 2003 and December 31, 2002, respectively			273			270
Paid-in capital				205,750			204,638
Retained deficit				(177,301	)		(195,316	)
				28,772			9,592
Total liabilities and shareholders’ equity			$	526,890		$	556,727

See accompanying notes

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands, except per share data)

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2003			2002			2003			2002
Revenues
		Admissions	$	87,050		$	91,759		$	156,224		$	170,418
		Concessions and miscellaneous		43,972			45,670			77,430			83,307
				131,022			137,429			233,654			253,725
Costs and Expenses
	Film exhibition costs			49,580			52,553			82,013			92,781
	Concession costs			5,186			5,839			9,008			10,791
	Other theatre operating costs			46,448			46,863			89,207			92,014
	General and administrative expenses			3,490			3,120			6,835			5,533
	Depreciation and amortization expenses			7,712			8,114			15,423			16,141
				112,416			116,489			202,486			217,260
Operating income				18,606			20,940			31,168			36,465
Other Income and Expenses
	Interest expense (Contractual interest for the six months ended June 30, 2002 was $22,777)			(9,123	)		(11,245	)		(19,463	)		(82,772	)
	Gain on real estate sales			62			49			2,502			206
Net income (loss) before reorganization costs and income taxes				9,545			9,744			14,207			(46,101	)
	Reorganization costs			(3,908	)		230			(3,808	)		15,035
Net income (loss) before income taxes				13,453			9,514			18,015			(61,136	)
	Income tax (benefit)			—			—			—			(14,700	)
Net income (loss) available for common stock			$	13,453		$	9,514		$	18,015		$	(46,436	)
Weighted average shares outstanding:
		Basic		8,991			8,991			8,991			9,402
		Diluted		9,265			9,163			9,259			9,402
Net income (loss) per common share:
		Basic	$	1.50		$	1.06		$	2.00		$	(4.94	)
		Diluted	$	1.45		$	1.04		$	1.95		$	(4.94	)

See accompanying notes

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands)

		Six Months Ended
		June 30,
		2003			2002
Operating Activities
Net income (loss)		$	18,015		$	(46,436	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		15,423			16,141
	Recoverable income taxes		—			(14,700	)
	Reorganization items		(10,210	)		5,888
	Non-cash compensation		2,487			1,534
	Gain on real estate sales		(2,502	)		(75	)
Changes in operating assets and liabilities:
	Accounts and notes receivable and inventories		227			766
	Prepaid expenses		(1,215	)		10,860
	Accounts payable		(12,790	)		6,001
	Accrued expenses and other liabilities		(1,708	)		885
Net cash provided by (used in) operating activities			7,727			(19,136	)
Investing Activities
Purchases of property and equipment			(6,129	)		(1,717	)
Proceeds from sales of property and equipment			5,136			643
Net cash used in investing activities			(993	)		(1,074	)
Financing Activities
Debt:
	Additional borrowings		—			21,705
	Repayments		(25,631	)		(52,212	)
Recoverable construction allowances under capital leases			—			1,975
Net cash used in financing activities			(25,631	)		(28,532	)
Decrease in cash and cash equivalents			(18,897	)		(48,742	)
Cash and cash equivalents at beginning of period			53,491			94,187
Cash and cash equivalents at end of period		$	34,594		$	45,445

See accompanying notes

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CARMIKE CINEMAS, INC. and SUBSIDIARIES
For the Six Months Ended June 30, 2003 and 2002

NOTE 1 — BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

On August 8, 2000, Carmike Cinemas, Inc. (“Carmike”) and its subsidiaries, Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military Services, Inc. (collectively “the Company”) filed voluntary petitions for relief under Chapter 11 (the “Chapter 11 Cases”) of the United States Bankruptcy Code. In connection with the Chapter 11 Cases, the Company was required to report in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code, (“SOP 90-7”). SOP 90-7 requires, among other things, (1) pre-petition liabilities that are subject to compromise be segregated in the Company’s consolidated balance sheet as liabilities subject to compromise and (2) the identification of all transactions and events that are directly associated with the reorganization of the Company in the Consolidated Statements of Operations.

On January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Company’s Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of November 14, 2001 (the “Plan”). The Plan became effective on January 31, 2002 (the “Reorganization Date”).

Further, the Company’s accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and bankruptcy related items) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes included in Carmike’s Annual Report on Form 10-K for the year ended December 31, 2002.

The Company has identified several critical accounting policies which can be reviewed in detail in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”).

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For SFAS No. 123 purposes, the fair value of each option grant and stock based

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award has been estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2003			2002
Expected life (years)		9.0			9.0
Risk-free interest rate		4.34	%		4.19	%
Dividend yield		0.0	%		0.0	%
Expected volatility		0.40			0.40

The estimated fair value of the options granted during 2003 is $12.12 per share income. Had compensation cost been determined consistent with SFAS No. 123, utilizing the assumptions detailed above, the Company’s pro forma net income (loss) and pro forma basic and diluted earnings (loss) per share would have decreased to the following amounts (in thousands, except share data):

			Three Months Ended					Six Months Ended
			June 30,					June 30,
			2003			2002		2003			2002
Net income (loss):
	As reported		$	13,453		$	9,514	$	18,015		$	(46,436	)
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(1,818	)		—		(1,818	)		—
		Pro forma — for SFAS No. 123		11,635			9,514		16,197			(46,436	)
Basic net earnings (loss) per share:
		As reported	$	1.50		$	1.06	$	2.00		$	(4.94	)
		Pro forma — for SFAS No. 123		1.29			1.06		1.80			(4.94	)
Diluted net earnings (loss) per share:
		As reported	$	1.45		$	1.04	$	1.95		$	(4.94	)
		Pro forma — for SFAS No. 123		1.26			1.04		1.75			(4.94	)

NOTE 2 — PROCEEDINGS UNDER CHAPTER 11

On January 31, 2002, the Company emerged from bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. A description of the proceedings under the Chapter 11 Cases is contained in Note 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

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Reorganization costs for the six month periods ended June 30, 2003 and 2002 are as follows (in thousands):

	June 30,
	2003			2002
Write-off of loan origination fees	$	—		$	8,034
Gain on interest rate swap		—			444
Gain on sale of assets		—			(15	)
Interest income		—			(107	)
Change in estimate for general unsecured claims		(4,611	)		—
Professional fees and other		803			6,679
	$	(3,808	)	$	15,035

NOTE 3 — LIABILITIES SUBJECT TO COMPROMISE

The principal categories of obligations classified as Liabilities Subject to Compromise under the Chapter 11 Cases are identified below. The amounts in total may vary significantly from the stated amounts of proofs of claims filed with the bankruptcy court, and may be subject to future adjustments depending on bankruptcy court action, further developments with respect to potential disputed claims, and determination as to the value of any collateral securing claims or other events. During the three months ended June 30, 2003, certain claims were resolved for less than the related amounts, resulting in a change in estimate of liability of $4.6 million.

A summary of the principal categories of claims classified as Liabilities Subject to Compromise at June 30, 2003 and December 31, 2002 are as follows (in thousands):

	June 30,		December 31,
	2003		2002
Disputed unsecured claims	$	22,802	$	36,075
Disputed priority claims		1,167		1,292
	$	23,969	$	37,367

The change in outstanding liability results from a change in estimate of $4.6 million, cash payments of $4.2 million and a reclass from liabilities subject to compromise to long-term trade payables of $4.6 million.

NOTE 4 — INCOME TAXES

For the fiscal year ended December 31, 2002, the Company had net deferred tax assets of approximately $79.9 million that were fully offset by a valuation allowance. Further, as a result of its Chapter 11 filing, default on bank facilities, and changes in future projections of operating results, the Company believes that doubt remains as to the ability to recognize future tax benefits related to its deferred tax assets. Thus, the Company continues to offset existing deferred tax assets with a valuation allowance.

In connection with the reorganization and Chapter 11 filing, the Company is currently evaluating whether it underwent an ownership change or changes within the meaning of Section 382 of the

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Internal Revenue Code. If so, the ability of the Company to use its net operating losses may be severely limited and subject to an annual limitation based on the product of the fair value of the Company immediately before the reorganization multiplied by the federal long-term tax exempt bond rate. Furthermore, the Company is currently evaluating available elections based on existing tax law that may impact the usability of future losses and possibly mitigate the consequences of the Section 382 limitation.

For tax purposes, any discharge of the liabilities pursuant to the Chapter 11 filing may result in income that is excluded from the Company’s taxable income. However, certain of the Company’s tax attributes, including net operating loss carryforwards, may be reduced by the amount of any cancellation of debt income. To the extent the amount excluded exceeds these tax attributes, the tax basis in the Company’s property must be reduced by the amount of the excluded cancellation of debt income.

It is anticipated that the Company will not pay income taxes in 2003. Also, after the 2002 estimated taxable loss and taking into account the net operating loss carryback claim filed in the first quarter of 2002, the Company has federal and state net operating loss carryovers of approximately $116.0 million which begin to expire in the year 2020.

NOTE 5 — STOCK PLANS

Upon emergence from Chapter 11, the Company’s Board of Directors approved a new management incentive plan, the Carmike Cinemas, Inc. 2002 Stock Plan. The Board of Directors has approved the grant of 780,000 shares under the 2002 Stock Plan to Michael W. Patrick, the Company’s Chief Executive Officer. Pursuant to the terms of Mr. Patrick’s employment agreement dated January 31, 2002 these shares will be delivered in three equal installments on January 31, 2005, 2006 and 2007 unless, prior to the delivery of any such installment, Mr. Patrick’s employment is terminated for Cause (as defined in his employment agreement) or he has violated certain covenants set forth in such employment agreement. In May 2002, the Company’s Stock Option Committee (which administered the 2002 Stock Plan prior to August 2002) approved grants of the remaining 220,000 shares to a group of seven other members of senior management. These shares are to be earned over a three year period, commencing with the year ended December 31, 2002, with the shares being earned as the executive achieves specific performance goals set for the executive to be achieved during each of these years. In some instances the executive may earn partial amounts of his or her stock grant based on graded levels of performance. Shares earned each year will vest and be receivable approximately two years after the calendar year in which they were earned, provided, with certain exceptions, the executive remains an employee of the Company. Of the 220,000 shares granted to members of senior management, 86,250 shares were earned on December 31, 2002 and 14,250 shares were forfeited. However, the Compensation Committee approved two additional grants of 5,500 shares to two members of senior management on March 7, 2003, which shares are deemed to be earned and subject only to vesting requirements. Therefore, of the original 220,000 shares granted to members of senior management, 97,250 shares are deemed to have been earned, subject only to vesting requirements, 3,250 shares have been forfeited and 119,500 shares may be earned over the next two years.

On May 31, 2002, the Board of Directors adopted the Directors Incentive Plan, which was approved by the Stockholders on August 14, 2002. The purpose of the Directors Incentive Plan is to provide incentives that will attract, retain and motivate qualified and experienced persons

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for service as non-employee Directors of Carmike. There are a total of 75,000 shares reserved under the Directors Incentive Plan. The Board of Directors approved a grant of 5,000 shares each to two independent Directors on August 14, 2002. Additionally, the Board of Directors approved a grant of 5,000 shares in May 2003 for a new director. The option grant price was based on the fair market value of the stock on the date of the grant. These grants of 15,000 shares in the aggregate, represent the only stock options outstanding under the Directors Incentive Plan.

On July 19, 2002, the Board of Directors adopted the Employee and Consultant Long-Term Stock Incentive Plan, which was approved by the Shareholders on August 14, 2002. The purpose of the Employee and Consultant Long-Term Stock Incentive Plan is to provide incentives, competitive with those of similar companies, which will attract, retain and motivate qualified and experienced persons to serve as employees and consultants of the Company and to further align such employees’ and consultants’ interest with those of the Company’s stockholders. There are a total of 500,000 shares reserved under the Employee and Consultant Long-Term Stock Incentive Plan. The Company granted an aggregate of 150,000 options pursuant to this plan on March 7, 2003 to three members of senior management. The exercise price for the 150,000 stock options is $21.74 per share and 75,000 options vest on December 31, 2005 and 75,000 options vest on December 31, 2006, respectively.

NOTE 6 — EARNINGS PER SHARE

Earnings per share calculation contain dilutive adjustments for shares under the various stock plans discussed in Note 5. The following table reflects the effects of those plans on the earnings per share (in thousands, except for share data).

			Three Months Ended					Six Months Ended
			June 30,					June 30,
			2003			2002		2003			2002
Outstanding shares				9,089			8,991		9,089			9,402
	Less restrictive stock issued			(98	)		—		(98	)		—
Basic shares outstanding				8,991			8,991		8,991			9,402
Dilutive shares:
		Restrictive stock		45			—		45			—
		Stock grants		228			172		222			—
		Stock options		1			—		1			—
				9,265			9,163		9,259			9,402
Earnings per share:
		Basic	$	1.50		$	1.06	$	2.00		$	(4.94	)
		Diluted	$	1.45		$	1.04	$	1.95		$	(4.94	)

NOTE 7 — CONDENSED FINANCIAL DATA

Two of the Company’s majority owned subsidiaries have fully, unconditionally, and jointly and severally guaranteed the Company’s obligations under the Company’s 10 3/8% senior subordinated notes. The Company has one subsidiary and several unconsolidated affiliates that are not guarantors of the subordinated notes. Separate financial statements and other disclosures

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of each of the guarantors are not presented because management has determined that they would not be material to investors.

Combined separate financial data for the guarantor subsidiaries is as follows (in thousands):

	Six Months Ended
	June 30,
	2003		2002
Revenues	$	188,051	$	205,073
Operating income (1)		21,461		25,572
Net income		8,967		13,869

			June 30,		December 31,
			2003		2002
Assets:
	Current assets		$	14,690	$	25,373
	Other assets			11,759		9,397
	Property and equipment			330,100		337,581
	Goodwill			17,440		17,440
			$	373,989	$	389,791
Liabilities and equity:
		Current liabilities	$	23,973	$	30,374
		Intercompany notes and advances		268,276		280,017
		Long-term liabilities		39,770		46,544
		Equity		41,970		32,856
			$	373,989	$	389,791

⁽¹⁾ Net of parent company management and license fees of approximately $11.7 million and $12.0 million for the six months ended June 30, 2003 and 2002, respectively.

NOTE 8 — IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, (“FIN 46”). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of FIN 46 will have on its results of operations and financial condition, and does not expect adoption to have a material effect.

NOTE 9 — RECLASSIFICATIONS

Certain amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation.

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

EMERGENCE FROM CHAPTER 11

On January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming our Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of November 14, 2001. The plan of reorganization (the “Plan”) became effective on January 31, 2002 (the “Reorganization Date”). A description of the Plan is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002 under the caption “Our Reorganization.”

RESULTS OF OPERATIONS

     Comparison of Three and Six Months Ended June 30, 2003 and June 30, 2002

     Revenues. Total revenues for the three months ended June 30, 2003 decreased 4.7% to $131.0 million from $137.4 million for the three months ended June 30, 2002. The decrease in revenue is primarily attributable to lower attendance offset by a higher average admission price. Our average admission price was $4.92 for the three months ended June 30, 2003 compared to $4.80 for the three months ended June 30, 2002. The average concession sale per patron was flat at $2.22 for the three months ended June 30, 2003 and 2002. Attendance per average screen was 7,855 for the three months ended June 30, 2003 compared to 8,431 for the quarter ended June 30, 2002.

     Total revenues for the six months ended June 30, 2003 decreased 7.9% to $233.7 million from $253.7 million for the six months ended June 30, 2002. The decrease in revenue is primarily attributable to lower attendance offset by a higher average admission price. Our average admission price was $4.89 for the six months ended June 30, 2003 compared to $4.83 for the six months ended June 30, 2002. The average concession sale per patron was $2.19 for the six months ended June 30, 2003 compared to $2.18 for the six months ended June 30, 2002. Attendance per average screen was 14,163 for the six months ended June 30, 2003 compared to 15,452 for the six months ended June 30, 2002.

     We operated 302 theatres and 2,253 screens at June 30, 2003 compared to 309 theatres with 2,264 screens at June 30, 2002.

     Film exhibition costs, concession costs and other theatre operating costs. Film exhibition costs for the three months ended June 30, 2003 decreased 5.7% to $49.6 million from $52.6 million for the three months ended June 30, 2002 due to decreased sales volume associated with decreased attendance. Concessions costs for the three months ended June 30, 2003 decreased 10.3% to $5.2 million from $5.8 million for the three months ended June 30, 2002. Other theatre operating costs for the three months ended June 30, 2003 decreased 1.1% to $46.4 million from $46.9 million for the three months ended June 30, 2002.

     Film exhibition costs for the six months ended June 30, 2003 decreased 11.6% to $82.0 million from $92.8 million for the six months ended June 30, 2002 due to decreased sales volume associated with decreased attendance. Concession costs for the six months ended June 30, 2003 decreased 16.7% to $9.0 million from $10.8 million for the six months ended June 30,

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2002. Other theatre costs for the six months ended June 30, 2003 decreased 3.0% to $89.2 million from $92.0 million for the six months ended June 30, 2002.

     General and administrative expenses. General and administrative expenses were for the three months ended June 30, 2003 increased 12.9% to $3.5 million from $3.1 million for the three months ended June 30, 2002. General and administrative expenses for the six months ended June 30, 2003 increased 23.6% to $6.8 million from $5.5 million for the six months ended June 30, 2002. The increases are due to non-cash deferred compensation expenses related to the 2002 Stock Plan. Expenses relating to the 2002 Stock Plan for the three and six months ended June 30, 2003 were $1.2 million and $2.5 million, respectively, and $0.8 million and $1.5 million, respectively, for the three and six months ended June 30, 2002.

     Depreciation and amortization expenses. Depreciation and amortization for the three months ended June 30, 2003 decreased 4.9% to $7.7 million from $8.1 million for the three months ended June 30, 2002. Depreciation and amortization for the six months ended June 30, 2003 decreased 4.3% to $15.4 million from $16.1 million for the six months ended June 30, 2002. These reductions reflect the effect of fully depreciated assets.

     Interest expense. Interest expense for the three months ended June 30, 2003 decreased 18.8% to $9.1 million from $11.2 million for the three months ended June 30, 2002. Interest expense for the six months ended June 30, 2003 decreased 76.4% to $19.5 million from $82.8 million for the six months ended June 30, 2002. The interest reported for three and six months ended June 30, 2002 includes $0.0 and $60.0 million of prior year’s interest not previously recorded due to accounting for interest under requirements of SOP 90-7. Additionally, the lower interest is due to amortization under the credit agreement.

     Gain on real estate sales. Gain on real estate sales for the three months ended June 30, 2003 increased 26.5% to $62 thousand from $49 thousand for the three months ended June 30, 2002. Gain on real estate sales for the six months ended June 30, 2003 increased 1114% to $2.5 million from $206 thousand for the six months ended June 30, 2002. This increase was due to the sale of surplus property held for sale.

     Income tax expense. We recognized no income tax expense for the three and six months ended June 30, 2003, but did recognize a tax benefit of $14.7 million in 2002. The income tax benefit was the result of the Job Creation and Worker Assistance Act of 2002, which allowed for the additional carryback of net operating losses resulting in a cash refund of $14.7 million. The cash refund is currently under review by the Joint Committee; however we do not anticipate any change.

LIQUIDITY AND CAPITAL RESOURCES

     Our revenues are collected in cash and credit card payments. Because we receives our revenue in cash prior to the payment of related expenses, we have an operating “float” which partially finances our operations. Our current liabilities exceeded our current assets by $38.1 million as of June 30, 2003 compared to $28.5 million at December 31, 2002. The increased deficit recorded as of June 30, 2003 reflects the reduction in long-term debt funded through operating cash flows. The deficit will be funded through anticipated operating cash flows as well as the ability to draw from our revolving credit agreement. At June 30, 2003, we had available

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borrowing capacity of approximately $50 million under our credit agreement. As of August 7, 2003, we had approximately $40 million in cash and cash equivalents on hand.

     Our purchases of property and equipment are limited by our credit agreements to $15.0 million in fiscal year 2003, with an additional amount up to $5.0 million depending on our purchases in the prior year. During the six months ended June 30, 2003, we purchased property and equipment at a cost of approximately $6.1 million. Our total budgeted purchases of property and equipment for 2003 is $17.3 million which we anticipate will be funded by using operating cash flows, available cash from our revolving line of credit and landlord-funded new construction and theatre remodeling, when available.

     Net cash provided by operating activities was $7.7 million for the six months ended June 30, 2003 compared to net cash used in operating activities of $19.1 million for the six months ended June 30, 2002. This change is due to increased profit from operations related primarily to lower interest expenses, offset by changes in accounts payable, payments to general unsecured creditors and other reorganization items. Net cash used in investing activities was $993 thousand for the six months ended June 30, 2003 compared to cash used in investing activities of $1.1 million for the six months ended June 30, 2002. For the six months ended June 30, 2003 cash used in financing activities was $25.6 million compared to cash used in financing activities of $28.5 million for the six months ended June 30, 2002.

     Our liquidity needs are funded by operating cash flow, sales of surplus assets, availability under our credit agreements and short term float. The exhibition industry is very 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 period to period. Additionally, the ultimate performance of the film product, any time during the calendar year, will have the most dramatic impact on our cash needs.

     Our ability to service our indebtedness will require a significant amount of cash. Our ability to generate this cash will depend largely on future operations. Based upon our current level of operations, we believe that cash flow from operations, available cash, sales of surplus assets and borrowings under our credit agreements will be adequate to meet our liquidity needs. However, the possibility exists that, if our liquidity needs are not met and we are unable to service our indebtedness, we could come into technical default under any of our debt instruments, causing the agents or trustees for those instruments to declare all payments due immediately or, in the case of our senior debt, to issue a payment blockage to the more junior debt. A similar situation contributed to the circumstances that led us to file our voluntary petition for relief under Chapter 11 in August of 2000.

     We cannot make assurances that our business will continue to generate significant cash flow to fund our liquidity needs. We are dependent to a large degree on the public’s acceptance of the films released by the studios. We are also subject to a high degree of competition and low barriers of entry into our industry. In the future, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness or raise additional capital through other means, on commercially reasonable terms or at all.

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SEASONALITY

     Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues.

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

     This quarterly report contains forward-looking statements within the meaning of the federal securities laws. 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. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. These statements include, among others, statements regarding our strategies, sources of liquidity, and the opening of new theatres during 2003.

     Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding expected pricing levels, competitive conditions and general economic conditions. These assumptions could prove inaccurate. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

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

• competition in our markets;

• competition with other forms of entertainment;

• the effect of our leverage on our financial condition; and

• other factors, including the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002 under the caption “Risk Factors.”

     We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to various market risks. We have floating rate debt instruments and, therefore, are subject to the market risk related to changes in interest rates. Interest payable under our credit agreement is based on a spread over LIBOR or another index.

     Interest paid on our debt is largely subject to changes in interest rates in the market. Our revolving credit agreement and our term loan agreement are based on a structure that is priced over an index or LIBOR rate option. Our term loan agreement has a minimum floor of 7.75%. A change of 1.0% in interest rates would not raise the effective rate above the 7.75% floor, therefore, there is no measurable risk on the term loan agreement due to limited interest rate changes.

     A substantial number of our theatre leases have increases contingent on Consumer Price Index (“CPI”) changes. A 1% change in CPI would not have a material effect to rent expense.

ITEM 4. CONTROLS AND PROCEDURES

     As required by Securities and Exchange Commission 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. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no significant changes to our internal controls during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

     Disclosure controls and procedures are our controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file under the Exchange Act are accumulated and communicated to the our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     From time to time, we are involved in routine litigation and legal proceedings in the ordinary course of our business, such as personal injury claims, employment matters, contractual disputes and claims alleging ADA violations. Currently, we do not have pending any litigation or proceedings that we believe will have a material adverse effect, either individually or in the aggregate, upon our financial position, liquidity or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Our annual meeting of stockholders was held on May 9, 2003. At the meeting, the stockholders voted on the election of ten directors. The results of the voting were as follows:

Director	For	Vote Withheld
Michael W. Patrick	6,831,023 votes	113,116 votes
Ian M. Cumming	6,937,817 votes	6,322 votes
Elizabeth C. Fascitelli	6,861,877 votes	82,262 votes
Richard A. Friedman	6,874,630 votes	69,509 votes
Alan J. Hirschfield	6,927,617 votes	16,522 votes
John W. Jordan, II	6,939,519 votes	4,642 votes
Carl L. Patrick, Jr.	6,829,259 votes	114,880 votes
Kenneth A. Pontarelli	6,826,591 votes	81,548 votes
Roland C. Smith	6,942,373 votes	1,766 votes
David W. Zalaznick	6,942,275 votes	1,864 votes

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Listing of Exhibits

Exhibit
Number	Description

2.1 Debtors’ Joint Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s

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	Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
2.2	Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed on December 11, 2001 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Carmike (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Amendment No.1 to Amended and Restated Bylaws of Carmike.
4.1	Indenture, dated January 31, 2002 between Carmike, the subsidiary guarantors named therein and Wilmington Trust Company, as Trustee (filed as Exhibit 4.1 to Carmike’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
4.2	Stockholders’ Agreement, dated as of January 31, 2002 by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.2 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., dated February 8, 2002 and incorporated herein by reference).
4.3	Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., dated February 8, 2002 and incorporated herein by reference).
10.1	Form of Separation Agreement and schedule of officers who have entered into such agreement.
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.

     (b)    Reports on Form 8-K

During the fiscal quarter ended June 30, 2003, we filed a Current Report on Form 8-K dated April 7, 2003 reporting information under Items 4 and 7.

During the fiscal quarter ended June 30, 2003, we filed a Current Report on Form 8-K dated June 3, 2003 reporting information under Items 7 and 9.

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SIGNATURES

     Pursuant to the requirements 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. (Registrant)
Date: August 13, 2003	By: /s/ Michael W. Patrick
	Michael W. Patrick President, Chief Executive Officer and Chairman of the Board of Directors
Date: August 13, 2003	By: /s/ Martin A. Durant
	Martin A. Durant Senior Vice President — Finance, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

2.1	Debtors’ Joint Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
2.2	Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed on December 11, 2001 and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Carmike (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Amendment No.1 to the Amended and Restated Bylaws of Carmike.
4.1	Indenture, dated January 31, 2002 between Carmike, the subsidiary guarantors named therein and Wilmington Trust Company, as Trustee (filed as Exhibit 4.1 to Carmike’s Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
4.2	Stockholders’ Agreement, dated as of January 31, 2002 by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.2 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., dated February 8, 2002 and incorporated herein by reference).
4.3	Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., dated February 8, 2002 and incorporated herein by reference).
10.1	Form of Separation Agreement and schedule of officers who have entered into such agreement.
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.

EX-3.2 3 g84423exv3w2.txt EX-3.2 AMENDED AND RESTATED BYLAWS EXHIBIT 3.2 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF CARMIKE CINEMAS, INC. (effective as of May 9, 2003) Effective as of May 9, 2003, Section 3.1 of Article III of the Amended and Restated Bylaws of Carmike Cinemas, Inc., was amended and restated in its entirety as follows: Section 3.1. Duties and Number of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors consisting of eleven (11) directors. At any annual or special meeting, the stockholders may, and at any meeting of the Board of Directors, the Board of Directors may, fix a different number of directors who shall constitute the full Board of Directors, but the full Board of Directors shall consist of not less than six (6) and no more than twelve (12) directors. EX-10.1 4 g84423exv10w1.txt EX-10.1 FORM OF SEPARATION AGREEMENT EXHIBIT 10.1 SEPARATION AGREEMENTS The following is a list of executive officers who have entered into Separation Agreements with the Company in the form set below: Martin A. Durant Fred W. Van Noy Anthony J. Rhead SEPARATION AGREEMENT This Separation Agreement, or "Agreement", is entered into by and between Carmike Cinemas, Inc., a Delaware corporation, and [Executive Name], or "Executive". WHEREAS, Executive currently is employed by Carmike as Carmike's [Executive's Position]; and WHEREAS, Carmike and Executive desire to set forth the terms and conditions which will be applicable if Carmike terminates Executive's employment without Cause before the beginning or after the end of his or her Protection Period; and WHEREAS, Carmike and Executive desire to set forth the terms and conditions which will be applicable if Carmike terminates Executive's employment without Cause or Executive resigns for Good Reason during his or her Protection Period; NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carmike and Executive hereby agree as follows: Section 1. Definitions 1.1 Board. The term "Board" for purposes of this Agreement shall mean the Board of Directors of Carmike. 1.2 Base Salary. The term "Base Salary" for purposes of this Agreement shall mean Executive's base salary as in effect on the day before his or her employment terminates or, if higher, his or her highest base salary which was in effect on any date in the one (1) year period ending on the date Executive's employment terminates. 1.3 Carmike. The term "Carmike" for purposes of this Agreement shall mean Carmike Cinemas, Inc. and any successor to Carmike. 1.4 Cause. The term "Cause" for purposes of this Agreement: (a) shall before the beginning or after the end of Executive's Protection period mean: (1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct; (2) There is any act or omission by Executive involving malfeasance or negligence in the performance of Executive's duties and responsibilities for Carmike, or the exercise of Executive's powers as an executive of Carmike, where such act or omission is reasonably likely to materially and adversely affect Carmike's business; (3) (A) Executive breaches any of the provisions of Section 3 or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct ordinarily would be a termination of his or her employment by Carmike; and (4) any determination that "Cause" exists under this Section 1.4(a) shall be made in good faith by the affirmative vote of at least a majority of the members of the Board then in office at a meeting called and held for purposes of making such determination. (b) shall during Executive's Protection Period mean: (1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct which has a material and adverse effect on Carmike; (2) There is any act or omission by Executive involving malfeasance or gross negligence in the performance of Executive's duties and responsibilities for Carmike, or the exercise of Executive's powers as an executive of Carmike, where such act or omission actually has a material and adverse effect on Carmike's business; (3) (A) Executive breaches any of the provisions of Section 3 and such breach has a material and adverse effect on Carmike or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct clearly would have been a termination of his or her employment by Carmike; provided, however, (4) No such act or omission or event shall be treated as "Cause" under this Agreement unless (A) Executive has been provided a detailed, written statement of the basis for Carmike's belief such act or omission or event constitutes "Cause" and an opportunity to meet with the Board (together with Executive's counsel if Executive chooses to have Executive's counsel present at such meeting) after Executive has had a reasonable period in which to review such statement and, if the allegation is under Section 1.4(b)(2) or Section 1.4(b)(3), has had at least a thirty (30) day period to take corrective action and (B) the Board after such meeting (if Executive meets with the Board) and after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two thirds of the members of the Board then in office at a meeting called and held for such purpose that "Cause" does exist under this Agreement. 1.5 Change in Control. The term "Change in Control" for purposes of this Agreement shall mean: (a) a "change in control" of Carmike of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of the Exchange Act as in effect on the date of this Agreement; (b) a "person" (as that term is used in 14(d)(2) of the Exchange Act) who becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing 45% or more of the combined voting power for election of directors of the then outstanding securities of Carmike unless (i) such person is a signatory to the Shareholders' Agreement and (ii) such person becomes such a beneficial owner of such securities as a result of a transaction with one, or more than one, other person who is also a signatory to the Shareholders' Agreement; (c) the individuals who at the beginning of any period of two consecutive years or less (starting on or after the date of this Agreement) constitute Carmike's Board cease for any reason during such period to constitute at least a majority of Carmike's Board, unless the election or nomination for election of each new member of the Board was approved in advance by vote of at least two-thirds of the members of such Board then still in office who were members of such Board at the beginning of such period; (d) the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of Carmike shall be changed, converted or exchanged into or for securities of another organization or any dissolution or liquidation of Carmike or any sale or the disposition of 50% or more of the assets or business of Carmike; or (e) the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange with another corporation unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of Carmike immediately before the consummation of such transaction beneficially own more than 60% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in Section 1.5(e)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of Carmike common stock immediately before the consummation of such transaction, provided (iii) the percentage described in Section 1.5(e)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 1.5 (e)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of Carmike by the persons described in Section 1.5(e)(i) immediately before the consummation of such transaction. 1.6 Code. The term "Code" for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended. 1.7 Confidential or Proprietary Information. The term "Confidential or Proprietary Information" for purposes of this Agreement shall mean any secret, confidential, or proprietary information of Carmike (not otherwise included in the definition of Trade Secret in Section 1.16 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of Carmike. 1.8 Disability. The term "Disability" for purposes of this Agreement means that Executive is unable as a result of a mental or physical condition or illness to perform the essential functions of Executive's job at Carmike even with reasonable accommodation for any consecutive 180-day period, all as reasonably determined by the Board. 1.9 Effective Date. The term "Effective Date" for purposes of this Agreement shall mean the earlier of (1) the date which includes the "closing" of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a "closing" or (2) the date a Change in Control is first reportable in accordance with applicable law as effective to the Securities and Exchange Commission if the Change in Control is made effective other than through a transaction which has a "closing". 1.10 Exchange Act. The term "Exchange Act" for purposes of this Agreement shall mean the Securities Exchange Act of 1934, as amended. 1.11 Good Reason. The term "Good Reason" for purposes of this Agreement shall mean: (a) there is a reduction during Executive's Protection Period in Executive's base salary from Carmike or there is a reduction during Executive's Protection Period in Executive's combined opportunity to receive any incentive compensation and bonuses from Carmike without Executive's express written consent; (b) there is a reduction during Executive's Protection Period in the scope, importance or prestige of Executive's duties, responsibilities or authority at Carmike (other than as a result of a mere change in Executive's title if such change in title is consistent with the organizational structure of Carmike following a Change in Control) without Executive's express written consent; (c) Carmike at any time during Executive's Protection Period (without Executive's express written consent) transfers Executive's primary work site from Executive's primary work site at the beginning of his or her Protection Period to a new primary work site which is more than 10 miles from Executive's then current primary work site or, if Executive consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is more than 35 miles from Executive's then current primary work site unless such new primary work site is closer to Executive's primary residence than Executive's then current primary work site; or (d) Carmike fails (without Executive's express written consent) during Executive's Protection Period to continue to provide to Executive health and welfare benefits, deferred compensation benefits, executive perquisites and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the beginning of his or her Protection Period; where (e) Any determination required under this Section 1.11 shall be made on a reasonable, good faith basis by Executive after giving the Chief Executive Officer of Carmike a reasonable opportunity to address and cure the basis for Executive's belief that he or she has "Good Reason" under this Section 1.11. 1.12 Gross Up Payment. The term "Gross Up Payment" for purposes of this Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (a) any excise tax described in Section 4 in full, (b) any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (c) any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the payment of such excise tax unless such interest or penalties are attributable to Executive's willful misconduct or gross negligence. 1.13 Protection Period. The term "Protection Period" for purposes of this Agreement shall mean the period which begins on the date there is a Change in Control and ends on the earlier of (a) the second anniversary of the Effective Date for such Change in Control or (b) the later of (1) the date Carmike makes a formal, public announcement to Carmike's shareholders to the effect that the Change in Control will not become effective or (2) the date all action legally required to assure that there would be no Effective Date with respect to such Change in Control has been taken. 1.14 Restricted Period. The term "Restricted Period" for purposes of this Agreement shall mean the period which starts on the date Executive's employment by Carmike terminates under circumstances which create an obligation for Carmike under Section 2 of this Agreement and which ends (a) on the second anniversary of such termination date or (b) on the first date following such a termination on which Carmike breaches any obligation to Executive under Section 2 of this Agreement, whichever period is shorter. 1.15 Stockholders' Agreement. The term "Shareholders' Agreement" for purposes of this Agreement shall mean the agreement, dated as of January 31, 2002, by and among Carmike, Michael W. Patrick, GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman Sachs & Co. Verwaltungs Gmbh, Bridge Street Fund 1998, L.P., Stone Street Fund 1998, L.P., the Jordan Trust, TJT(B), TJT(B) (Bermuda) Investment Company Ltd., David W. Zalaznick and Barbara Zalaznick, jt ten, Leucadia Investors, Inc. and Leucadia National Corporation as the then stockholders of Carmike. 1.16 Trade Secret. The term "Trade Secret" for purposes of this Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of reasonable efforts by Carmike to maintain its secrecy. Section 2. Compensation and Benefits 2.1 Separation Benefit. (a) If Carmike at any time terminates Executive's employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then (b) Carmike shall pay Executive two (2.0) times Executive's Base Salary in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive's employment terminates; (c) (1) Each outstanding stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive's employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for the remaining term of each such option (as determined as if there had been no such termination of Executive's employment) or for the remainder of the period described in Section 2.1(b), whichever is less, subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive's right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described in Section 2.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike's employee benefit plans, policies and practices on the day before Executive's employment terminated or, at Executive's election, on any date in the one (1) year period which ends on the date of such termination of employment; provided (1) if Carmike cannot provide such coverage under Carmike's employee benefit plans, policies or programs, Carmike either shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive or shall reimburse Executive for Executive's cost to purchase such coverage and benefits and for any tax liability for such reimbursements and (2) Executive at the end of the period described in Section 2.1(b) shall have the right to elect healthcare continuation coverage under Section 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period. 2.2 No Increase in Other Benefits. If Executive's employment terminates under the circumstances described in Section 2.1(a), Executive expressly waives Executive's right, if any, to have any payment made under Section 2.1 taken into account to increase the benefits otherwise payable to, or on behalf of, Executive under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by Carmike. 2.3 Termination in Anticipation of a Change in Control. Executive shall be treated under Section 2.1 as if Executive had resigned for Good Reason during Executive's Protection Period if (1) Executive resigns for what would have been Good Reason if his or her resignation had been tendered during his or her Protection Period, (2) such resignation is effective at any time in the sixty (60) day period which ends on the date of a Change in Control, and (3) there is an Effective Date for such Change in Control. 2.4 Death or Disability. Executive agrees that Carmike will have no obligation to Executive under this Section 2 if Executive's employment terminates exclusively as a result of Executive's death or a Disability. Section 3. Restrictive Covenants 3.1 No Solicitation of Suppliers or Vendors Executive will not, during the Restricted Period, for purposes of competing with Carmike, solicit or seek to solicit on Executive's own behalf or on behalf of any other person, firm, or corporation which engages, directly or indirectly, in providing goods or services to Carmike, including movies, popcorn and other concession stand products, and the equipment to show movies and prepare popcorn and other concession stand products, and with whom Executive had a personal business interaction, at any time during the two (2) years immediately prior to the termination of Executive's employment by Carmike. 3.2 Antipirating of Employees Executive will not during the Restricted Period employ or seek to employ on Executive'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 Carmike in an executive, managerial, or supervisory capacity during the term of Executive's employment by Carmike, with whom Executive had business dealings during the two (2) year period which ends on the date Executive's employment by Carmike terminates (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by Carmike for a period of at least one (1) year. 3.3 Trade Secrets and Confidential or Proprietary Information Executive hereby agrees that Executive will hold in a fiduciary capacity for the benefit of Carmike, and will not directly or indirectly use or disclose, any Trade Secret that Executive may have acquired during the term of Executive's employment by Carmike for so long as such information remains a Trade Secret even if such information remains a Trade Secret after the expiration of the Restricted Period. Executive in addition agrees that Executive during the Restricted Period will hold in a fiduciary capacity for the benefit of Carmike, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive was authorized to have access to such information) during the term of, in the course of, or as a result of Executive's employment by Carmike. 3.4 Reasonable and Necessary Restrictions Executive acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of Carmike; and are a material inducement to Carmike to enter into this Agreement. Executive covenants that Executive will not challenge the enforceability of this Agreement nor will Executive raise any equitable defense to its enforcement. 3.5 Specific Performance Executive acknowledges that the obligations undertaken by him or her pursuant to this Agreement are unique and that Carmike likely will have no adequate remedy at law if Executive shall fail to perform any of Executive's obligations under this Agreement, and Executive therefore confirms that Carmike's right to specific performance of the terms of this Agreement is essential to protect the rights and interests of Carmike. Accordingly, in addition to any other remedies that Carmike may have at law or in equity, Carmike will have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Executive, and Carmike will have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive, and Executive submits to the jurisdiction of the courts of the State of Georgia for this purpose. Section 4. Tax Protection If Carmike or Carmike's independent accountants determine that any payments and benefits called for under this Agreement together with any other payments and benefits made available to Executive by Carmike will result in Executive being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, Carmike shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 4) as Carmike reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if Carmike or Carmike's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $10,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by Carmike agrees with the determination made by Carmike or Carmike's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 4 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if Carmike reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 4) and Executive complies with such request, Carmike shall provide Executive with such information and such expert advice and assistance from Carmike's independent accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest and other assessments. Section 5. Miscellaneous Provisions 5.1 Assignment. This Agreement is for the personal services of Executive, and the rights and obligations of Executive under this Agreement are not assignable in whole or in part by Executive without the prior written consent of Carmike. This Agreement is assignable in whole or in part to any parent, subsidiaries, or affiliates of Carmike, but only if such person or entity is financially capable of fulfilling the obligations of Carmike under this Agreement, and Carmike as part of any Change in Control which is made effective through a transaction for which there is a "closing" shall assign Carmike's obligations under this Agreement to Carmike's successor and such successor shall expressly agree to such assignment or Carmike on or before the Effective Date for such Change in Control shall (without any further action on the part of Executive) begin making the payments described in Section 2.1(b) (in addition to and not in lieu of any other payments due Executive) and take the action called for in Section 2.1(c) of this Agreement as if Executive had been terminated without Cause on the Effective Date for such Change in Control without regard to whether Executive's employment actually has terminated. 5.2 Disputes. (a) Governing Law and Courts. This Agreement will be governed by and construed under the laws of the State of Georgia (without reference to the choice of law principles under the laws of the State of Georgia). Executive consents to jurisdiction and venue in the state and federal courts in the State of Georgia which sit in Columbus, Georgia for any action arising from a dispute under this Agreement, and for any such action brought in such a court, expressly waives any defense Executive might otherwise have based on lack of personal jurisdiction or improper venue, or that the action has been brought in an inconvenient forum. (b) Arbitration. Carmike shall have the right to obtain an injunction or other equitable relief arising out of Executive's breach of the provisions of Section 3 of this Agreement. However, any other controversy or claim arising out of or relating to this Agreement or any alleged breach of this Agreement shall be settled by binding arbitration in Columbus, Georgia in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes and any judgment upon any award, which may include an award of damages, may be entered in the highest state or federal court having jurisdiction over such award. In the event of the termination of Executive's employment, his or her sole remedy shall be arbitration under this Section 5.2(b) and any award of damages shall be limited to recovery of lost compensation and benefits provided for in this Agreement. No punitive damages may be awarded to Executive. Carmike shall be responsible for paying all reasonable fees of the arbitrator. 5.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 5.4 Headings; References. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Any reference to a section (Section) shall be to a section (Section) of this Agreement unless there is an express reference to a section (Section) of the Code or the Exchange Act, in which event the reference shall be to the Code or to the Exchange Act, whichever is applicable. 5.5 Attorneys Fees. If any action at law or in equity is necessary for Executive to enforce or interpret the terms of this Agreement with respect to claims related to his or her Protection Period, Carmike shall pay Executive's reasonable attorneys' fees and other reasonable expenses incurred with respect to such action. If any other action is taken with respect to this Agreement, Carmike shall bear its own attorneys' fees and expenses and Executive shall bear Executive's own attorneys' fees and expenses. 5.6 Amendments and Waivers. Except as otherwise specified in this Agreement, this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Carmike and Executive. 5.7 Severability. Any provision of this Agreement held to be unenforceable under applicable law will be enforced to the maximum extent possible, and the balance of this Agreement will remain in full force and effect. 5.8 Entire Agreement. This Agreement constitutes the entire understanding and agreement of Carmike and Executive with respect to the transactions contemplated in this Agreement, and this Agreement supersedes all prior understandings and agreements between Carmike and Executive with respect to such transactions. 5.9 Notices. Any notice required under this Agreement to be given by either Carmike or Executive will be in writing and will be deemed effectively given upon personal delivery to the party to be notified or five (5) days after deposit with the United States post office by registered or certified mail, postage prepaid, to the other party at the address set forth below or to such other address as either party may from time to time designate by ten (10) days advance written notice pursuant to this Section 5.9. Any such written notice shall be directed as follows: If to Carmike: Carmike Cinemas, Inc. 1301 First Avenue Columbus, Georgia 331901 Attention: Chief Financial Officer If to Executive: To Executive at his or her most recent address provided by Executive to Carmike 5.10 Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, Carmike and Executive and their respective heirs, personal representatives, legal representatives, successors and assigns, subject, however, to the provisions in Section 5.1 of this Agreement. 5.11 Not an Employment Contract. This Agreement is not an employment contract and shall not give Executive the right to continue in employment by Carmike for any period of time or from time to time. Moreover, this Agreement shall not adversely affect the right of Carmike to terminate Executive's employment with or without cause at any time. 5.12 Term. (a) General Rule. Subject to Section 5.12(b), the initial term of this Agreement shall be a three (3) year term which starts on the date of this Agreement, and this initial term automatically shall be extended for one additional year on the second anniversary of the date of this Agreement and for one additional year on each anniversary date thereafter unless Carmike on or before any such anniversary date advises Executive that there will be no such extension on such anniversary date. (b) Special Rule. If Executive has a right to any compensation or benefits under Section 2 before the term of this Agreement expires under Section 5.12(a), the term of this Agreement shall continue until Executive agrees that all of Carmike's obligations to Executive under this Agreement have been satisfied in full or a court of competent jurisdiction makes a final determination that Carmike has no further obligations to Executive under this Agreement, whichever comes first. IN WITNESS WHEREOF, Carmike and Executive have executed this Agreement effective as of this ___ day of_______________, 2003. CARMIKE CINEMAS, INC. By: --------------------------------------------- EXECUTIVE ------------------------------------------------ EX-31.1 5 g84423exv31w1.txt EX-31.1 SECTION 302 CERTIFICATION OF THE CEO EXHIBIT 31.1 CERTIFICATIONS I, Michael W. Patrick, 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), 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) 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 c) Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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. August 13, 2003 /s/ Michael W. Patrick - --------------------------------------- Michael W. Patrick President, Chief Executive Officer and Chairman of the Board of Directors EX-31.2 6 g84423exv31w2.txt EX-31.2 SECTION 302 CERTIFICATION OF THE CFO EXHIBIT 31.2 CERTIFICATIONS I, Martin A. Durant, 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), 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) 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 c) Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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. August 13, 2003 /s/ Martin A Durant - ------------------------------------- Martin A. Durant Senior Vice President - Finance, Treasurer and Chief Financial Officer EX-32.1 7 g84423exv32w1.txt EX-32.1 SECTION 906 CERTIFICATION OF THE CEO 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 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the "Corporation") for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the President, Chief Executive Officer and Chairman of the Board of Directors of the Corporation, certifies 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 Corporation. /s/ Michael W. Patrick - ------------------------------------ Michael W. Patrick President, Chief Executive Officer and Chairman of the Board of Directors August 13, 2003 EX-32.2 8 g84423exv32w2.txt EX-32.2 SECTION 906 CERTIFICATION OF THE CFO 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 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the "Corporation") for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Senior Vice President -- Finance, Treasurer and Chief Financial Officer of the Corporation, certifies 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 Corporation. /s/ Martin A. Durant - -------------------------------------------- Martin A. Durant Senior Vice President - Finance, Treasurer and Chief Financial Officer August 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.2

                                                                     EXHIBIT 3.2


                             AMENDMENT NO. 1 TO THE
              AMENDED AND RESTATED BYLAWS OF CARMIKE CINEMAS, INC.
                          (effective as of May 9, 2003)

     Effective as of May 9, 2003, Section 3.1 of Article III of the Amended and
Restated Bylaws of Carmike Cinemas, Inc., was amended and restated in its
entirety as follows:

     Section 3.1. Duties and Number of Directors. The business and affairs of
     the Corporation shall be managed by or under the direction of the Board of
     Directors consisting of eleven (11) directors. At any annual or special
     meeting, the stockholders may, and at any meeting of the Board of
     Directors, the Board of Directors may, fix a different number of directors
     who shall constitute the full Board of Directors, but the full Board of
     Directors shall consist of not less than six (6) and no more than twelve
     (12) directors.

EX-10.1

                                                                    EXHIBIT 10.1

                              SEPARATION AGREEMENTS

The following is a list of executive officers who have entered into Separation
Agreements with the Company in the form set below:

                                Martin A. Durant

                                 Fred W. Van Noy

                                Anthony J. Rhead





                              SEPARATION AGREEMENT

     This Separation Agreement, or "Agreement", is entered into by and between
Carmike Cinemas, Inc., a Delaware corporation, and [Executive Name], or
"Executive".

     WHEREAS, Executive currently is employed by Carmike as Carmike's
[Executive's Position]; and

     WHEREAS, Carmike and Executive desire to set forth the terms and conditions
which will be applicable if Carmike terminates Executive's employment without
Cause before the beginning or after the end of his or her Protection Period; and

     WHEREAS, Carmike and Executive desire to set forth the terms and conditions
which will be applicable if Carmike terminates Executive's employment without
Cause or Executive resigns for Good Reason during his or her Protection Period;

     NOW, THEREFORE, in consideration of the mutual promises and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Carmike and Executive
hereby agree as follows:

                                   Section 1.

                                   Definitions

     1.1 Board. The term "Board" for purposes of this Agreement shall mean the
Board of Directors of Carmike.

     1.2 Base Salary. The term "Base Salary" for purposes of this Agreement
shall mean Executive's base salary as in effect on the day before his or her
employment terminates or, if higher, his or her highest base salary which was in
effect on any date in the one (1) year period ending on the date Executive's
employment terminates.

     1.3 Carmike. The term "Carmike" for purposes of this Agreement shall mean
Carmike Cinemas, Inc. and any successor to Carmike.

     1.4 Cause. The term "Cause" for purposes of this Agreement:

          (a) shall before the beginning or after the end of Executive's
     Protection period mean:

               (1) Executive is convicted of, pleads guilty to, or confesses or
          otherwise admits to any felony or any act of fraud, misappropriation
          or embezzlement or Executive otherwise engages in a fraudulent act or
          course of conduct;

               (2) There is any act or omission by Executive involving
          malfeasance or negligence in the performance of Executive's duties and
          responsibilities for Carmike, or the exercise of Executive's powers as
          an executive of Carmike,





          where such act or omission is reasonably likely to materially and
          adversely affect Carmike's business;

               (3) (A) Executive breaches any of the provisions of Section 3 or
          (B) Executive violates any provision of any code of conduct adopted by
          Carmike which applies to Executive and any other Carmike employee if
          the consequence to such violation for any employee subject to such
          code of conduct ordinarily would be a termination of his or her
          employment by Carmike; and

               (4) any determination that "Cause" exists under this Section
          1.4(a) shall be made in good faith by the affirmative vote of at least
          a majority of the members of the Board then in office at a meeting
          called and held for purposes of making such determination.

          (b) shall during Executive's Protection Period mean:

               (1) Executive is convicted of, pleads guilty to, or confesses or
          otherwise admits to any felony or any act of fraud, misappropriation
          or embezzlement or Executive otherwise engages in a fraudulent act or
          course of conduct which has a material and adverse effect on Carmike;

               (2) There is any act or omission by Executive involving
          malfeasance or gross negligence in the performance of Executive's
          duties and responsibilities for Carmike, or the exercise of
          Executive's powers as an executive of Carmike, where such act or
          omission actually has a material and adverse effect on Carmike's
          business;

               (3) (A) Executive breaches any of the provisions of Section 3 and
          such breach has a material and adverse effect on Carmike or (B)
          Executive violates any provision of any code of conduct adopted by
          Carmike which applies to Executive and any other Carmike employee if
          the consequence to such violation for any employee subject to such
          code of conduct clearly would have been a termination of his or her
          employment by Carmike; provided, however,

               (4) No such act or omission or event shall be treated as "Cause"
          under this Agreement unless (A) Executive has been provided a
          detailed, written statement of the basis for Carmike's belief such act
          or omission or event constitutes "Cause" and an opportunity to meet
          with the Board (together with Executive's counsel if Executive chooses
          to have Executive's counsel present at such meeting) after Executive
          has had a reasonable period in which to review such statement and, if
          the allegation is under Section 1.4(b)(2) or Section 1.4(b)(3), has
          had at least a thirty (30) day period to take corrective action and
          (B) the Board after such meeting (if Executive meets with the Board)
          and after the end of such thirty (30) day correction period (if
          applicable) determines reasonably and in good faith and by the
          affirmative vote of at least two thirds of the members of the Board
          then in office at a meeting called and held for such purpose that
          "Cause" does exist under this Agreement.






     1.5 Change in Control. The term "Change in Control" for purposes of this
Agreement shall mean:

          (a) a "change in control" of Carmike of a nature that would be
     required to be reported in response to Item 6(e) of Schedule 14A for a
     proxy statement filed under Section 14(a) of the Exchange Act as in effect
     on the date of this Agreement;

          (b) a "person" (as that term is used in 14(d)(2) of the Exchange Act)
     who becomes the beneficial owner (as defined in Rule 13d-3 under the
     Exchange Act) directly or indirectly of securities representing 45% or more
     of the combined voting power for election of directors of the then
     outstanding securities of Carmike unless (i) such person is a signatory to
     the Shareholders' Agreement and (ii) such person becomes such a beneficial
     owner of such securities as a result of a transaction with one, or more
     than one, other person who is also a signatory to the Shareholders'
     Agreement;

          (c) the individuals who at the beginning of any period of two
     consecutive years or less (starting on or after the date of this Agreement)
     constitute Carmike's Board cease for any reason during such period to
     constitute at least a majority of Carmike's Board, unless the election or
     nomination for election of each new member of the Board was approved in
     advance by vote of at least two-thirds of the members of such Board then
     still in office who were members of such Board at the beginning of such
     period;

          (d) the shareholders of Carmike approve any reorganization, merger,
     consolidation or share exchange as a result of which the common stock of
     Carmike shall be changed, converted or exchanged into or for securities of
     another organization or any dissolution or liquidation of Carmike or any
     sale or the disposition of 50% or more of the assets or business of
     Carmike; or

          (e) the shareholders of Carmike approve any reorganization, merger,
     consolidation or share exchange with another corporation unless (i) the
     persons who were the beneficial owners of the outstanding shares of the
     common stock of Carmike immediately before the consummation of such
     transaction beneficially own more than 60% of the outstanding shares of the
     common stock of the successor or survivor corporation in such transaction
     immediately following the consummation of such transaction and (ii) the
     number of shares of the common stock of such successor or survivor
     corporation beneficially owned by the persons described in Section
     1.5(e)(i) immediately following the consummation of such transaction is
     beneficially owned by each such person in substantially the same proportion
     that each such person had beneficially owned shares of Carmike common stock
     immediately before the consummation of such transaction, provided (iii) the
     percentage described in Section 1.5(e)(i) of the beneficially owned shares
     of the successor or survivor corporation and the number described in
     Section 1.5 (e)(ii) of the beneficially owned shares of the successor or
     survivor corporation shall be determined exclusively by reference to the
     shares of the successor or survivor corporation which result from the
     beneficial ownership of shares of common stock of Carmike by the persons
     described in Section 1.5(e)(i) immediately before the consummation of such
     transaction.

     1.6 Code. The term "Code" for purposes of this Agreement shall mean the
Internal Revenue Code of 1986, as amended.






     1.7 Confidential or Proprietary Information. The term "Confidential or
Proprietary Information" for purposes of this Agreement shall mean any secret,
confidential, or proprietary information of Carmike (not otherwise included in
the definition of Trade Secret in Section 1.16 of this Agreement) that has not
become generally available to the public by the act of one who has the right to
disclose such information without violating any right of Carmike.

     1.8 Disability. The term "Disability" for purposes of this Agreement means
that Executive is unable as a result of a mental or physical condition or
illness to perform the essential functions of Executive's job at Carmike even
with reasonable accommodation for any consecutive 180-day period, all as
reasonably determined by the Board.

     1.9 Effective Date. The term "Effective Date" for purposes of this
Agreement shall mean the earlier of (1) the date which includes the "closing" of
the transaction which makes a Change in Control effective if the Change in
Control is made effective through a transaction which has a "closing" or (2) the
date a Change in Control is first reportable in accordance with applicable law
as effective to the Securities and Exchange Commission if the Change in Control
is made effective other than through a transaction which has a "closing".

     1.10 Exchange Act. The term "Exchange Act" for purposes of this Agreement
shall mean the Securities Exchange Act of 1934, as amended.

     1.11 Good Reason. The term "Good Reason" for purposes of this Agreement
shall mean:

          (a) there is a reduction during Executive's Protection Period in
     Executive's base salary from Carmike or there is a reduction during
     Executive's Protection Period in Executive's combined opportunity to
     receive any incentive compensation and bonuses from Carmike without
     Executive's express written consent;

          (b) there is a reduction during Executive's Protection Period in the
     scope, importance or prestige of Executive's duties, responsibilities or
     authority at Carmike (other than as a result of a mere change in
     Executive's title if such change in title is consistent with the
     organizational structure of Carmike following a Change in Control) without
     Executive's express written consent;

          (c) Carmike at any time during Executive's Protection Period (without
     Executive's express written consent) transfers Executive's primary work
     site from Executive's primary work site at the beginning of his or her
     Protection Period to a new primary work site which is more than 10 miles
     from Executive's then current primary work site or, if Executive consents
     in writing to such a transfer under this Agreement, from the primary work
     site which was the subject of such consent, to a new primary work site
     which is more than 35 miles from Executive's then current primary work site
     unless such new primary work site is closer to Executive's primary
     residence than Executive's then current primary work site; or

          (d) Carmike fails (without Executive's express written consent) during
     Executive's Protection Period to continue to provide to Executive health
     and welfare benefits, deferred compensation benefits, executive perquisites
     and stock option and





     restricted stock grants that are in the aggregate comparable in value to
     those provided to Executive immediately prior to the beginning of his or
     her Protection Period; where

          (e) Any determination required under this Section 1.11 shall be made
     on a reasonable, good faith basis by Executive after giving the Chief
     Executive Officer of Carmike a reasonable opportunity to address and cure
     the basis for Executive's belief that he or she has "Good Reason" under
     this Section 1.11.

     1.12 Gross Up Payment. The term "Gross Up Payment" for purposes of this
Agreement shall mean a payment to or on behalf of Executive which shall be
sufficient to pay (a) any excise tax described in Section 4 in full, (b) any
federal, state and local income tax and social security and other employment tax
on the payment made to pay such excise tax as well as any additional taxes on
such payment and (c) any interest or penalties assessed by the Internal Revenue
Service on Executive which are related to the payment of such excise tax unless
such interest or penalties are attributable to Executive's willful misconduct or
gross negligence.

     1.13 Protection Period. The term "Protection Period" for purposes of this
Agreement shall mean the period which begins on the date there is a Change in
Control and ends on the earlier of (a) the second anniversary of the Effective
Date for such Change in Control or (b) the later of (1) the date Carmike makes a
formal, public announcement to Carmike's shareholders to the effect that the
Change in Control will not become effective or (2) the date all action legally
required to assure that there would be no Effective Date with respect to such
Change in Control has been taken.

     1.14 Restricted Period. The term "Restricted Period" for purposes of this
Agreement shall mean the period which starts on the date Executive's employment
by Carmike terminates under circumstances which create an obligation for Carmike
under Section 2 of this Agreement and which ends (a) on the second anniversary
of such termination date or (b) on the first date following such a termination
on which Carmike breaches any obligation to Executive under Section 2 of this
Agreement, whichever period is shorter.

     1.15 Stockholders' Agreement. The term "Shareholders' Agreement" for
purposes of this Agreement shall mean the agreement, dated as of January 31,
2002, by and among Carmike, Michael W. Patrick, GS Capital Partners III, L.P.,
GS Capital Partners III Offshore, L.P., Goldman Sachs & Co. Verwaltungs Gmbh,
Bridge Street Fund 1998, L.P., Stone Street Fund 1998, L.P., the Jordan Trust,
TJT(B), TJT(B) (Bermuda) Investment Company Ltd., David W. Zalaznick and Barbara
Zalaznick, jt ten, Leucadia Investors, Inc. and Leucadia National Corporation as
the then stockholders of Carmike.

     1.16 Trade Secret. The term "Trade Secret" for purposes of this Agreement
shall mean information, including, but not limited to, technical or nontechnical
data, a formula, a pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial plans, product plans,
or a list of actual or potential customers or suppliers that:

          (a) derives economic value, actual or potential, from not being
     generally known to, and not being readily ascertainable by proper means by,
     other persons who can obtain economic value from its disclosure or use, and

          (b) is the subject of reasonable efforts by Carmike to maintain its
     secrecy.






                                   Section 2.

                            Compensation and Benefits

     2.1 Separation Benefit.

          (a) If Carmike at any time terminates Executive's employment without
     Cause or if Executive resigns during his or her Protection Period for Good
     Reason, then

          (b) Carmike shall pay Executive two (2.0) times Executive's Base
     Salary in equal monthly installments (subject to applicable tax
     withholdings) over the twenty-four (24) consecutive month period which
     starts on the date Executive's employment terminates;

          (c) (1) Each outstanding stock option granted to Executive by Carmike
     shall (notwithstanding the terms under which such option was granted)
     become fully vested and exercisable on the date Executive's employment so
     terminates and shall (notwithstanding the terms under which such option was
     granted) remain exercisable for the remaining term of each such option (as
     determined as if there had been no such termination of Executive's
     employment) or for the remainder of the period described in Section 2.1(b),
     whichever is less, subject to the same terms and conditions as if Executive
     had remained employed by Carmike for such term or such period (other than
     any term or condition which gives Carmike the right to cancel any such
     option) and (2) any restrictions on any outstanding restricted stock grants
     to Executive by Carmike immediately shall (notwithstanding the terms under
     which such grant was made) expire and Executive's right to such stock shall
     be non-forfeitable;

          (d) Carmike shall continue for the period described in Section 2.1(b)
     to provide to Executive the same health, dental and vision care coverage
     and life insurance coverage as Executive was provided under Carmike's
     employee benefit plans, policies and practices on the day before
     Executive's employment terminated or, at Executive's election, on any date
     in the one (1) year period which ends on the date of such termination of
     employment; provided (1) if Carmike cannot provide such coverage under
     Carmike's employee benefit plans, policies or programs, Carmike either
     shall provide such coverage and benefits to Executive outside such plans,
     policies and programs at no additional expense or tax liability to
     Executive or shall reimburse Executive for Executive's cost to purchase
     such coverage and benefits and for any tax liability for such
     reimbursements and (2) Executive at the end of the period described in
     Section 2.1(b) shall have the right to elect healthcare continuation
     coverage under Section 4980B of the Code and the corresponding provisions
     of the Employee Retirement Income Security Act of 1974, as amended, as if
     his or her employment had terminated at the end of such period.

     2.2 No Increase in Other Benefits. If Executive's employment terminates
under the circumstances described in Section 2.1(a), Executive expressly waives
Executive's right, if any, to have any payment made under Section 2.1 taken into
account to increase the benefits otherwise payable to, or on behalf of,
Executive under any employee benefit plan, policy or program, whether qualified
or nonqualified, maintained by Carmike.






     2.3 Termination in Anticipation of a Change in Control. Executive shall be
treated under Section 2.1 as if Executive had resigned for Good Reason during
Executive's Protection Period if

          (1) Executive resigns for what would have been Good Reason if his or
     her resignation had been tendered during his or her Protection Period,

          (2) such resignation is effective at any time in the sixty (60) day
     period which ends on the date of a Change in Control, and

          (3) there is an Effective Date for such Change in Control.

     2.4 Death or Disability. Executive agrees that Carmike will have no
obligation to Executive under this Section 2 if Executive's employment
terminates exclusively as a result of Executive's death or a Disability.

                                   Section 3.

                              Restrictive Covenants

     3.1 No Solicitation of Suppliers or Vendors

     Executive will not, during the Restricted Period, for purposes of competing
with Carmike, solicit or seek to solicit on Executive's own behalf or on behalf
of any other person, firm, or corporation which engages, directly or indirectly,
in providing goods or services to Carmike, including movies, popcorn and other
concession stand products, and the equipment to show movies and prepare popcorn
and other concession stand products, and with whom Executive had a personal
business interaction, at any time during the two (2) years immediately prior to
the termination of Executive's employment by Carmike.

     3.2 Antipirating of Employees

     Executive will not during the Restricted Period employ or seek to employ on
Executive'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 Carmike in an executive, managerial, or supervisory capacity
during the term of Executive's employment by Carmike, with whom Executive had
business dealings during the two (2) year period which ends on the date
Executive's employment by Carmike terminates (whether or not such employee would
commit a breach of contract), and who has not ceased to be employed by Carmike
for a period of at least one (1) year.

     3.3 Trade Secrets and Confidential or Proprietary Information

     Executive hereby agrees that Executive will hold in a fiduciary capacity
for the benefit of Carmike, and will not directly or indirectly use or disclose,
any Trade Secret that Executive may have acquired during the term of Executive's
employment by Carmike for so long as such information remains a Trade Secret
even if such information remains a Trade Secret after the expiration of the
Restricted Period.






     Executive in addition agrees that Executive during the Restricted Period
will hold in a fiduciary capacity for the benefit of Carmike, and will not
directly or indirectly use or disclose, any Confidential or Proprietary
Information that Executive may have acquired (whether or not developed or
compiled by Executive and whether or not Executive was authorized to have access
to such information) during the term of, in the course of, or as a result of
Executive's employment by Carmike.

     3.4 Reasonable and Necessary Restrictions

     Executive acknowledges that the restrictions, prohibitions and other
provisions set forth in this Agreement, including without limitation the
Restricted Period, are reasonable, fair and equitable in scope, terms and
duration; are necessary to protect the legitimate business interests of Carmike;
and are a material inducement to Carmike to enter into this Agreement. Executive
covenants that Executive will not challenge the enforceability of this Agreement
nor will Executive raise any equitable defense to its enforcement.

     3.5 Specific Performance

     Executive acknowledges that the obligations undertaken by him or her
pursuant to this Agreement are unique and that Carmike likely will have no
adequate remedy at law if Executive shall fail to perform any of Executive's
obligations under this Agreement, and Executive therefore confirms that
Carmike's right to specific performance of the terms of this Agreement is
essential to protect the rights and interests of Carmike. Accordingly, in
addition to any other remedies that Carmike may have at law or in equity,
Carmike will have the right to have all obligations, covenants, agreements and
other provisions of this Agreement specifically performed by Executive, and
Carmike will have the right to obtain preliminary and permanent injunctive
relief to secure specific performance and to prevent a breach or contemplated
breach of this Agreement by Executive, and Executive submits to the jurisdiction
of the courts of the State of Georgia for this purpose.

                                   Section 4.

                                 Tax Protection

     If Carmike or Carmike's independent accountants determine that any payments
and benefits called for under this Agreement together with any other payments
and benefits made available to Executive by Carmike will result in Executive
being subject to an excise tax under Section 4999 of the Code or if such an
excise tax is assessed against Executive as a result of any such payments and
other benefits, Carmike shall make a Gross Up Payment to or on behalf of
Executive as and when any such determination or assessment is made, provided
Executive takes such action (other than waiving Executive's right to any
payments or benefits in excess of the payments or benefits which Executive has
expressly agreed to waive under this Section 4) as Carmike reasonably requests
under the circumstances to mitigate or challenge such tax; provided, however, if
Carmike or Carmike's independent accountants make such a determination and,
further, determine that Executive will not be subject to any such excise tax if
Executive waives Executive's right to receive a part of such payments or
benefits and such part does not exceed $10,000, Executive shall irrevocably
waive Executive's right to receive such part if an independent accountant or
lawyer retained by Executive and paid by Carmike agrees with the determination
made by Carmike or Carmike's independent accountants with respect to the effect
of such reduction in payments or benefits. Any determinations under this Section
4 shall be made in accordance with Section 280G of the Code and any applicable
related regulations (whether proposed,





temporary or final) and any related Internal Revenue Service rulings and any
related case law and, if Carmike reasonably requests that Executive take action
to mitigate or challenge, or to mitigate and challenge, any such tax or
assessment (other than waiving Executive's right to any payments or benefits in
excess of the payments or benefits which Executive has expressly agreed to waive
under this Section 4) and Executive complies with such request, Carmike shall
provide Executive with such information and such expert advice and assistance
from Carmike's independent accountants, lawyers and other advisors as Executive
may reasonably request and shall pay for all expenses incurred in effecting such
compliance and any related fines, penalties, interest and other assessments.

                                   Section 5.

                            Miscellaneous Provisions

     5.1 Assignment. This Agreement is for the personal services of Executive,
and the rights and obligations of Executive under this Agreement are not
assignable in whole or in part by Executive without the prior written consent of
Carmike. This Agreement is assignable in whole or in part to any parent,
subsidiaries, or affiliates of Carmike, but only if such person or entity is
financially capable of fulfilling the obligations of Carmike under this
Agreement, and Carmike as part of any Change in Control which is made effective
through a transaction for which there is a "closing" shall assign Carmike's
obligations under this Agreement to Carmike's successor and such successor shall
expressly agree to such assignment or Carmike on or before the Effective Date
for such Change in Control shall (without any further action on the part of
Executive) begin making the payments described in Section 2.1(b) (in addition to
and not in lieu of any other payments due Executive) and take the action called
for in Section 2.1(c) of this Agreement as if Executive had been terminated
without Cause on the Effective Date for such Change in Control without regard to
whether Executive's employment actually has terminated.

     5.2 Disputes.

          (a) Governing Law and Courts. This Agreement will be governed by and
     construed under the laws of the State of Georgia (without reference to the
     choice of law principles under the laws of the State of Georgia). Executive
     consents to jurisdiction and venue in the state and federal courts in the
     State of Georgia which sit in Columbus, Georgia for any action arising from
     a dispute under this Agreement, and for any such action brought in such a
     court, expressly waives any defense Executive might otherwise have based on
     lack of personal jurisdiction or improper venue, or that the action has
     been brought in an inconvenient forum.

          (b) Arbitration. Carmike shall have the right to obtain an injunction
     or other equitable relief arising out of Executive's breach of the
     provisions of Section 3 of this Agreement. However, any other controversy
     or claim arising out of or relating to this Agreement or any alleged breach
     of this Agreement shall be settled by binding arbitration in Columbus,
     Georgia in accordance with the rules of the American Arbitration
     Association then applicable to employment-related disputes and any judgment
     upon any award, which may include an award of damages, may be entered in
     the highest state or federal court having jurisdiction over such award. In
     the event of the termination of Executive's employment, his or her sole
     remedy shall be arbitration under this Section 5.2(b) and any award of
     damages shall be limited to recovery of lost compensation and benefits





     provided for in this Agreement. No punitive damages may be awarded to
     Executive. Carmike shall be responsible for paying all reasonable fees of
     the arbitrator.

     5.3 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.

     5.4 Headings; References. The headings and captions used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement. Any reference to a section (Section) shall be to a
section (Section) of this Agreement unless there is an express reference to a
section (Section) of the Code or the Exchange Act, in which event the reference
shall be to the Code or to the Exchange Act, whichever is applicable.

     5.5 Attorneys Fees. If any action at law or in equity is necessary for
Executive to enforce or interpret the terms of this Agreement with respect to
claims related to his or her Protection Period, Carmike shall pay Executive's
reasonable attorneys' fees and other reasonable expenses incurred with respect
to such action. If any other action is taken with respect to this Agreement,
Carmike shall bear its own attorneys' fees and expenses and Executive shall bear
Executive's own attorneys' fees and expenses.

     5.6 Amendments and Waivers. Except as otherwise specified in this
Agreement, this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of Carmike and
Executive.

     5.7 Severability. Any provision of this Agreement held to be unenforceable
under applicable law will be enforced to the maximum extent possible, and the
balance of this Agreement will remain in full force and effect.

     5.8 Entire Agreement. This Agreement constitutes the entire understanding
and agreement of Carmike and Executive with respect to the transactions
contemplated in this Agreement, and this Agreement supersedes all prior
understandings and agreements between Carmike and Executive with respect to such
transactions.

     5.9 Notices. Any notice required under this Agreement to be given by either
Carmike or Executive will be in writing and will be deemed effectively given
upon personal delivery to the party to be notified or five (5) days after
deposit with the United States post office by registered or certified mail,
postage prepaid, to the other party at the address set forth below or to such
other address as either party may from time to time designate by ten (10) days
advance written notice pursuant to this Section 5.9. Any such written notice
shall be directed as follows:

     If to Carmike:

     Carmike Cinemas, Inc.
     1301 First Avenue
     Columbus, Georgia  331901
     Attention:  Chief Financial Officer
     If to Executive:

     To Executive at his or her most recent





     address provided by Executive to Carmike

     5.10 Binding Effect. This Agreement shall be for the benefit of, and shall
be binding upon, Carmike and Executive and their respective heirs, personal
representatives, legal representatives, successors and assigns, subject,
however, to the provisions in Section 5.1 of this Agreement.

     5.11 Not an Employment Contract. This Agreement is not an employment
contract and shall not give Executive the right to continue in employment by
Carmike for any period of time or from time to time. Moreover, this Agreement
shall not adversely affect the right of Carmike to terminate Executive's
employment with or without cause at any time.

     5.12 Term.

          (a) General Rule. Subject to Section 5.12(b), the initial term of this
     Agreement shall be a three (3) year term which starts on the date of this
     Agreement, and this initial term automatically shall be extended for one
     additional year on the second anniversary of the date of this Agreement and
     for one additional year on each anniversary date thereafter unless Carmike
     on or before any such anniversary date advises Executive that there will be
     no such extension on such anniversary date.

          (b) Special Rule. If Executive has a right to any compensation or
     benefits under Section 2 before the term of this Agreement expires under
     Section 5.12(a), the term of this Agreement shall continue until Executive
     agrees that all of Carmike's obligations to Executive under this Agreement
     have been satisfied in full or a court of competent jurisdiction makes a
     final determination that Carmike has no further obligations to Executive
     under this Agreement, whichever comes first.

     IN WITNESS WHEREOF, Carmike and Executive have executed this Agreement
effective as of this ___ day of_______________, 2003.


                                CARMIKE CINEMAS, INC.


                                By:
                                   ---------------------------------------------


                                EXECUTIVE



                                ------------------------------------------------

EX-31.1

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Michael W. Patrick, 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), 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) 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

     c) Disclosed in this report any changes in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter 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.


August 13, 2003

/s/  Michael W. Patrick
- ---------------------------------------
Michael W. Patrick
President, Chief Executive Officer and
Chairman of the Board of Directors

EX-31.2

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Martin A. Durant, 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), 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) 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

     c) Disclosed in this report any changes in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter 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.


August 13, 2003


/s/  Martin A Durant
- -------------------------------------
Martin A. Durant
Senior Vice President - Finance,
Treasurer and Chief Financial Officer

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

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection
with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the
"Corporation") for the period ended June 30, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned, the
President, Chief Executive Officer and Chairman of the Board of Directors of the
Corporation, certifies 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
Corporation.


/s/  Michael W. Patrick
- ------------------------------------
Michael W. Patrick
President, Chief Executive Officer and
Chairman of the Board of Directors
August 13, 2003

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

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection
with the Quarterly Report on Form 10-Q of Carmike Cinemas, Inc. (the
"Corporation") for the period ended June 30, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned, the
Senior Vice President -- Finance, Treasurer and Chief Financial Officer of the
Corporation, certifies 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
Corporation.


/s/  Martin A. Durant
- --------------------------------------------
Martin A. Durant
Senior Vice President - Finance,
Treasurer and Chief Financial Officer
August 13, 2003