10-Q

UNITED STATES

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, 2007

OR

¨ 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	58-1469127
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1301 First Avenue, Columbus, Georgia	31901-2109
(Address of Principal Executive Offices)	(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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

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  x    No  ¨

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

Common Stock, par value $0.03 per share — 12,828,844 shares outstanding as of July 31, 2007.

TABLE OF CONTENTS

	Page
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEETS	3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4. CONTROLS AND PROCEDURES	21
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	24
ITEM 1A. RISK FACTORS	24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	24
ITEM 5. OTHER INFORMATION	25
ITEM 6. EXHIBITS	26
EXHIBIT INDEX
SIGNATURES	27
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

2

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2007			December 31, 2006
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	24,159		$	26,016
Restricted cash		2,242			2,603
Accounts receivable		4,010			4,249
Inventories		2,151			1,846
Deferred income tax asset		0			6,270
Prepaid expenses		6,423			6,179
Total current assets		38,985			47,163
Other assets:
Deferred income tax asset		0			51,473
Other		33,631			36,926
Total other assets		33,631			88,399
Property and equipment, net of accumulated depreciation		535,799			545,117
Goodwill		38,240			38,240
Intangible assets, net of accumulated amortization		1,585			1,642
Total assets	$	648,240		$	720,561
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	19,867		$	23,312
Dividends payable		2,244			2,178
Accrued expenses		36,433			39,601
Current maturities of long-term debt, capital leases and long-term financing obligations		4,697			5,608
Total current liabilities		63,241			70,699
Long-term liabilities:
Long-term debt, less current maturities		314,928			316,544
Capital leases and long-term financing obligations, less current maturities		118,829			117,979
Other		12,789			11,701
Total long-term liabilities		446,546			446,224
Stockholders' equity:
Preferred Stock, $1.00 par value per share: 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2007 and December 31, 2006		0			0
Common Stock, $0.03 par value per share: 20,000,000 shares authorized, 13,227,872 shares issued and 12,828,844 shares outstanding at June 30, 2007, and 12,744,372 shares issued and 12,463,408 shares outstanding at December 31, 2006		394			383
Treasury stock, 399,028 and 280,964 shares at cost, at June 30, 2007 and December 31, 2006, respectively		(10,916	)		(8,258	)
Paid-in capital		290,909			292,870
Accumulated deficit		(141,934	)		(81,357	)
Total stockholders' equity		138,453			203,638
Total liabilities and stockholders' equity	$	648,240		$	720,561

The accompanying notes are an integral part of these condensed consolidated financial statements

3

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenues:
Admissions	$	84,664		$	84,875		$	157,424		$	157,439
Concessions and other		45,471			45,329			83,320			84,359
Total operating revenues		130,135			130,204			240,744			241,798
Operating costs and expenses:
Film exhibition costs		48,037			47,833			86,778			85,108
Concession costs		5,114			5,251			8,811			9,341
Other theatre operating costs		50,926			49,490			98,349			100,096
General and administrative expenses		5,380			9,752			11,393			15,533
Depreciation and amortization		10,507			10,476			20,206			20,768
Gain on sale of property and equipment		(1,676	)		(293	)		(2,106	)		(437	)
Total operating costs and expenses		118,288			122,509			223,431			230,409
Operating income		11,847			7,695			17,313			11,389
Interest expense, net		11,862			11,519			23,665			21,983
Gain on sale of investments		(1,678	)		0			(1,678	)		0
Loss on extinguishment of debt		0			4,811			0			4,811
Net income (loss) before income taxes		1,663			(8,635	)		(4,674	)		(15,405	)
Income tax expense (benefit) (Note 4)		58,505			(2,114	)		55,903			(2,710	)
Net loss available for common stockholders	$	(56,842	)	$	(6,521	)	$	(60,577	)	$	(12,695	)
Weighted average shares outstanding
Basic		12,614			12,402			12,549			12,331
Diluted		12,614			12,402			12,549			12,331
Net loss per common share:
Basic	$	(4.51	)	$	(0.53	)	$	(4.83	)	$	(1.03	)
Diluted	$	(4.51	)	$	(0.53	)	$	(4.83	)	$	(1.03	)
Dividends declared per share	$	0.175		$	0.000		$	0.350		$	0.175

The accompanying notes are an integral part of these condensed consolidated financial statements

4

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Six Months Ended June 30,
	2007			2006
Cash flows from operating activities:
Net loss	$	(60,577	)	$	(12,695	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		20,206			20,768
Amortization of debt issuance costs		1,078			1,322
Loss on extinguishment of debt		0			4,811
Deferred income taxes		55,903			(2,710	)
Stock-based compensation		1,298			2,031
Other		602			0
Gain on sale of property and equipment and lease terminations		(2,106	)		(437	)
Changes in operating assets and liabilities:
Accounts receivable and inventories		(456	)		(530	)
Prepaid expenses and other assets		263			971
Accounts payable		(4,954	)		(6,637	)
Accrued expenses and other liabilities		(676	)		1,153
Net cash provided by operating activities		10,581			8,047
Cash flows from investing activities:
Purchases of property and equipment		(10,040	)		(13,609	)
Release of other restricted cash		361			316
Proceeds from sale of property and equipment		5,096			1,201
Net cash used in investing activities		(4,583	)		(12,092	)
Cash flows from financing activities:
Debt activities:
Additional borrowings		0			156,000
Repayments of long-term debt		(1,616	)		(150,836	)
Repayments of capital lease and long-term financing obligations		(638	)		(588	)
Proceeds from long-term financing arrangements		239			6,317
Issuance of common stock		1,203			0
Purchase of treasury stock		(2,658	)		(3,048	)
Debt issuance costs		0			(2,493	)
Dividends paid		(4,385	)		(4,330	)
Net cash (used in) provided by financing activities		(7,855	)		1,022
Decrease in cash and cash equivalents		(1,857	)		(3,023	)
Cash and cash equivalents at beginning of year		26,016			23,609
Cash and cash equivalents at end of period	$	24,159		$	20,586
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	0		$	0
Non-cash investing and financing activities:
Dividends declared not yet paid	$	2,245		$	0
Non-cash purchase of property and equipment	$	2,483		$	0

The accompanying notes are an integral part of these condensed consolidated financial statements

5

CARMIKE CINEMAS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2007 and 2006

(in thousands except share and per share data)

NOTE 1—BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Carmike Cinemas, Inc. (referred to as “we”, “us”, “our”, and the “Company”) has prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. This information reflects all adjustments which in the opinion of management are necessary for a fair presentation of the statement of financial position as of June 30, 2007, and the results of operations and cash flows for the three and six months ended June 30, 2007 and 2006. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (“2006 Form 10-K”). That report includes a summary of our critical accounting policies. There have been no material changes in our accounting policies during fiscal 2007, except for the adoption of Statement of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—Interpretations of FASB Statement 109 (“FIN 48”) as noted below. The financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Investments in which the Company does not exercise a significant controlling financial interest are accounted for using the cost method of accounting.

Accounting Estimates

In the preparation of financial statements in conformity with GAAP, management must make certain estimates, judgments and assumptions. These estimates, judgments and assumptions are made when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations, recoverability of assets, impairment assessments, lease classification, employee benefits, income taxes, reserves and other provisions and contingencies. These estimates are based on the information available when recorded. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company also assesses potential losses in relation to threatened or pending legal matters. If a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are recognized in the period they are realized.

Recent Accounting Pronouncements

In June 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in income taxes prescribing a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company adopted the provisions of FIN 48 on January 1, 2007. See note 4 for the impact to the Company’s consolidated results of operations and financial position.

In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring

6

fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company will be required to adopt SFAS 157 in the first quarter of 2008. The Company has not yet evaluated the impact that this statement will have on its results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 allows entities to choose to measure many financial assets and financial liabilities at fair value and report unrealized gains and losses on items for which the fair value option has been elected through earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not anticipate that this statement will have any effect on its results of operations or financial position.

In May 2007, the FASB issued FASB Staff Position (“FSP”) FSP 48-1, Definition of Settlement in FASB Interpretation No. 48 (“FSP FIN 48-1”). FSP FIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP 48-1 is effective retroactively to January 1, 2007. The implementation of FSP 48-1 had no impact on the Company’s results of operations or financial position.

NOTE 2—CERTAIN RECLASSIFICATIONS TO PREVIOUSLY ISSUED STATEMENT OF CASH FLOWS

During the six months ended June 30, 2007, the Company determined that it should correct errors in its previously issued statement of cash flows for the six months ended June 30, 2006. The errors related to the misclassification of certain reimbursements from landlords for leasehold improvements in “Net cash provided by investing activities-purchases of property and equipment” and “Net cash used in operating activities-prepaid expenses and other assets”. The Company concluded that the errors did not materially impact the statement of cash flows for the six months ended June 30, 2006. The following is a summary of the effects of these changes on the Company’s condensed consolidated statement of cash flows:

	Six months ended June 30, 2006
	as corrected			as originally filed			Change
Prepaid expenses and other	$	971		$	(1,129	)	$	2,100
Net cash provided by operating activities	$	8,047		$	5,947		$	2,100
Purchases of property and equipment	$	(13,609	)	$	(11,509	)	$	(2,100	)
Net cash used in investing activities	$	(12,092	)	$	(9,992	)	$	(2,100	)

NOTE 3—DEBT

Debt consisted of the following:

	June 30, 2007			December 31, 2006
Term loan	$	163,719		$	164,554
Delayed draw term loan credit agreement		154,440			155,221
		318,159			319,775
Current maturities		(3,231	)		(3,231	)
	$	314,928		$	316,544

7

In 2005, the Company entered into a credit agreement with Bear, Stearns & Co. Inc., as sole lead arranger and sole book runner, Wells Fargo Foothill, Inc., as documentation agent, and Bear Stearns Corporate Lending Inc., as administrative agent. The credit agreement provides for senior secured credit facilities in the aggregate principal amount of $405,000.

The senior secured credit facilities consist of:

• a $170,000 seven year term loan facility used to finance the transactions described below;

• a $185,000 seven year delayed-draw term loan facility; and

• a $50,000 five year revolving credit facility available for general corporate purposes.

In addition, the credit agreement provides for future increases (subject to certain conditions and requirements) to the revolving credit and term loan facilities in an aggregate principal amount of up to $125,000.

The interest rate for the Company’s senior secured credit agreement under its outstanding revolving and term loans, as amended, is set to a margin above the London interbank offered rate (“LIBOR”) or base rate, as the case may be, based on the Company’s corporate credit ratings from Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services in effect from time to time, with the margin ranging from 2.50% to 3.50% for loans based on LIBOR and 1.50% to 2.50% for loans based on the base rate. At June 30, 2007, the interest rate was 8.61%. The final maturity date of the revolving credit facility is May 19, 2010.

The credit agreement requires that mandatory prepayments be made from (1) 100% of the net cash proceeds from certain asset sales and dispositions and issuances of certain debt, (2) various percentages (ranging from 0% to 75% depending on the Company’s consolidated leverage ratio) of excess cash flow as defined in the credit agreement, and (3) 50% of the net cash proceeds from the issuance of certain equity and capital contributions.

The senior secured credit facilities contain covenants which, among other things, restrict the Company’s ability, and that of its restricted subsidiaries, to:

• pay dividends or make any other restricted payments to parties other than us;

• incur additional indebtedness;

• create liens on their assets;

• make certain investments;

• sell or otherwise dispose of their assets;

• consolidate, merge or otherwise transfer all or any substantial part of their assets;

• enter into transactions with the Company’s affiliates; and

• engage in any sale-leaseback, synthetic lease or similar transaction involving any of their assets.

The senior secured credit facilities also contain financial covenants that require the Company to maintain specified ratios of funded debt to adjusted EBITDA and adjusted EBITDA to interest expense. The terms governing each of these ratios are defined in the credit agreement. As of June 30, 2007, the Company was

8

in compliance with all of the financial covenants.

Generally, the senior secured credit facilities do not place restrictions on the Company’s ability to make capital expenditures. However, the Company may not make any capital expenditure if any default or event of default under the credit agreement has occurred and is continuing or would result, or if such default or event of default would occur as a result of a breach of certain financial covenants contained in the credit agreement on a pro forma basis after giving effect to the capital expenditure. However, on July 27, 2007, the Company entered into a seventh amendment to the senior secured credit agreement that limits the aggregate amount of capital expenditures that the Company may make, or commit to make, for any fiscal year, to $30 million.

The Company’s failure to comply with any of these covenants, including compliance with the financial ratios, is an event of default under the senior secured credit facilities, in which case the administrative agent may, and if requested by the lenders holding a certain minimum percentage of the commitments shall, terminate the revolving credit facility with respect to additional advances and may declare all or any portion of the obligations under the revolving credit facility and the term loan facilities due and payable. Other events of default under the senior secured credit facilities include:

• the Company’s failure to pay principal on the loans when due and payable, or its failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);

• the occurrence of a change of control (as defined in the credit agreement); or

• a breach or default by the Company or its subsidiaries on the payment of principal of any Indebtedness (as defined in the credit agreement) in an aggregate amount greater than $5,000.

The senior secured credit facilities are guaranteed by each of the Company’s subsidiaries and secured by a perfected first priority security interest in substantially all of its present and future assets.

Interest Rate Cap Agreement

During the fourth quarter of 2006, the Company entered into and expects to maintain an interest rate cap agreement. This agreement caps the interest rate on $150,000 of aggregate principal amount of the Company’s outstanding term loans. The Company did not designate this agreement as an accounting hedge under FASB Statement No. 133 (as subsequently amended by SFAS Nos. 137 and 138), Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), accordingly changes in fair value of the cap agreement are recorded through earnings as derivative gains/(losses) and are classified within interest expense. As of June 30, 2007, the fair value of this interest rate cap was $0.

NOTE 4—INCOME TAXES

The Company adopted the provisions of FIN 48 on January 1, 2007, and implemented the guidance of FSP FIN 48-1 with no impact on beginning retained earnings. As of the date of adoption, the Company had liabilities for unrecognized tax benefits aggregating $3,326. The adoption of FIN 48 required the Company to reclassify certain amounts related to uncertain tax positions. As a result, the Company increased its deferred tax assets by $1,486, and increased liabilities for FIN 48 by $1,486 on the adoption date.

As of January 1, 2007, there are no tax positions the disallowance of which would affect the annual effective income tax rate.

The Company files consolidated and separate income tax returns in the United States federal jurisdiction and in many state jurisdictions. The Company is no longer subject to United States federal income tax examinations for years before 2000 and is no longer subject to state and local income tax examinations by tax authorities for years before 1997.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within its income tax expense. Due to its net operating loss carryforward position, the Company recognized no interest and penalties at January 1, 2007. During the three and six months ended June 30, 2007, the Company recognized no potential interest and penalties associated with uncertain tax positions.

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carryforwards. At December 31, 2006 and June 30, 2007 the Company’s consolidated net deferred tax assets were $57,743 and $55,903, respectively, before the effects of any valuation allowance. In accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), the Company regularly assesses whether it is more likely than not that its deferred tax asset balances will be recovered from future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, and tax planning strategies. When sufficient evidence exists that indicates that recovery is unlikely, a valuation allowance is established against the deferred tax assets, increasing the Company’s income tax expense in the period that such conclusion is made.

9

A significant factor in the recoverability assessment of the Company’s deferred tax asset is its history of cumulative losses during the current and two prior periods. As a result of significant income in 2004, the Company did not have cumulative losses in the three year period ended December 31, 2006; furthermore, the Company’s outlook at March 31, 2007 did not include an expectation of cumulative losses in the three year period to include 2007. However, box office results for the six months ended June 30, 2007 were significantly lower than industry expectations. As a result, at June 30, 2007, the Company concluded that the recoverability of the deferred tax assets was now unlikely based upon cumulative losses in the current period and the preceding two years and determined that a valuation allowance was necessary to fully reserve its deferred tax assets.

The Company recognized an income tax expense of $55,903 for the six months ended June 30, 2007 principally to record such valuation allowance. Income tax expense of $ 58,505 for the three months ended June 30, 2007 also includes a charge to reverse the tax benefit recorded during the first quarter of 2007. The Company expects that it will not recognize income tax benefits in the future until a determination is made that a valuation allowance for all or some portion of the deferred tax assets is no longer required.

Because the Company’s uncertain tax position will be fully absorbed by net operating loss carryforwards, the FIN 48 liabilities were classified within deferred tax assets at June 30, 2007.

NOTE 5—EQUITY BASED COMPENSATION

The Company’s equity based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of incentive and non-qualified stock options and restricted stock. These plans are described in more detail below. The Board of Directors (as delegated to the Compensation and Nominating Committee) has the sole authority to determine who receives such grants, the type, size and timing of such grants, and to specify the terms of any non-competition agreements relating to the grants.

General Stock Option Information

In 2002, the Board of Directors adopted the Carmike Cinemas, Inc. Non-Employee Directors Long-Term Stock Incentive Plan (the “Directors Incentive Plan”), which was subsequently approved by the stockholders. There were a total of 75,000 shares reserved under the Directors Incentive Plan. The Company granted to certain of its directors 20,000 shares in the aggregate during 2002, 2003 and 2004, and these grants represent the only stock options outstanding under the Directors Incentive Plan prior to the plan being superseded in May 2004, the effective date of the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (the “2004 Incentive Stock Plan”).

In July 2002, the Board of Directors adopted the Carmike Cinemas, Inc. Employee and Consultant Long-Term Stock Incentive Plan (the “Employee Incentive Plan”), which was subsequently approved by the stockholders. There were a total of 500,000 shares reserved under the Employee Incentive Plan. The Company granted an aggregate of 150,000 options pursuant to this plan in March 2003 to three members of senior management. The exercise price for the 150,000 options is $21.79, and 75,000 shares vested on December 31, 2005 and 75,000 shares vested on December 31, 2006. In 2003, the Company granted an aggregate of 180,000 options to six members of management. The exercise price for the 180,000 options is $35.63, and they vest ratably over three years beginning January 1, 2005 through December 31, 2007. These grants of 330,000 options in the aggregate during 2003 represent the only stock options granted under the Employee Incentive Plan prior to the plan being superseded in May 2004, the effective date of the 2004 Incentive Stock Plan.

In March 2004, the Board of Directors adopted the 2004 Incentive Stock Plan, which was subsequently

10

approved by the stockholders. The 2004 Incentive Stock Plan replaced the Employee Incentive Plan and the Directors Incentive Plan. The Compensation and Nominating Committee (or similar committee) may grant stock options, stock grants, stock units, and stock appreciation rights under the 2004 Incentive Stock Plan to certain eligible employees and to outside directors. There are 830,000 shares of common stock reserved for issuance pursuant to grants made under the 2004 Incentive Stock Plan. In addition, 225,000 unissued shares that were previously authorized for issuance under the Employee Incentive Plan and the Directors Incentive Plan and the shares of stock subject to grants under the Employee Incentive Plan and the Directors Incentive Plan which may be forfeited or expire on or after the effective date of the 2004 Incentive Stock Plan are also reserved for issuance under the 2004 Incentive Stock Plan. No further grants may be made under the Employee Incentive Plan or Directors Incentive Plan.

On April 13, 2007, the Compensation and Nominating Committee approved (pursuant to the 2004 Incentive Stock Plan) the grant of an aggregate of 260,000 stock options, at an exercise price equal to $25.95 per share, to a group of eight senior executives. The April 13, 2007 stock option grants are specifically meant to enhance stockholder value as one-third of these stock options will vest when the Company achieves an increase in the trading price of its common stock equal to 25%, 30% and 35%, respectively. The Company, with the assistance of valuation specialists, determined the aggregate grant date fair value of these stock options to be approximately $1,430.

The fair value of the options granted during the quarter ended June 30, 2007 was estimated on the date of grant using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date and compensation expense is not subsequently adjusted for the number of shares that are ultimately vested. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating fair value of the options granted during the six months ended June 30, 2007 are as follows:

Risk-free interest rate	4.7	%
Dividend yield	2.7	%
Expected volatility	34	%

The following table sets forth the summary of option activity under the Company’s stock option plans for the six months ended June 30, 2007:

	Number of Options		Weighted Average Exercise Price		Weighted Average Fair Value
Balance, December 31, 2006	255,000		$	28.78	$	16.54
Granted	260,000			25.95		33.74
Exercised	(55,000	)		21.81		12.72
Forfeited	0			0.00		0.00
Expired	0			0.00		0.00
Balance, June 30, 2007	460,000		$	28.02	$	26.72

The aggregate intrinsic value for options with service vesting conditions outstanding and exercisable as of June 30, 2007 was $38. As of June 30, 2007 there was approximately $105 in unrecognized compensation costs related to non-vested stock options that is expected to be recognized over a weighted average period of approximately 0.4 years. The aggregate intrinsic value for options with market conditions outstanding as of June 30, 2007 was $0. As of June 30, 2007, there was $1,164 of total unrecognized compensation costs related to non-vested share-based compensation arrangements with market vesting conditions; these costs are expected to be recognized over a derived service period of 1.6 years.

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Information regarding stock options outstanding at June 30, 2007 is summarized below:

		Options Outstanding		Options Exercisable
Exercise Price		Number of Shares	Weighted Average Remaining Contractual Life (Years)	Number of Shares	Weighted Average Exercise Price Fair Value
$	19.95	10,000	5.13	10,000	$	11.59
$	20.58	5,000	9.32	5,000	$	9.80
$	21.40	5,000	5.93	5,000	$	12.43
$	21.79	50,000	5.69	50,000	$	12.82
$	25.95	260,000	9.79	0	$	0
$	35.63	125,000	6.55	83,336	$	20.49
$	37.46	5,000	6.83	5,000	$	17.54
	Totals	460,000	8.26	158,336	$	16.82

Substantially all options that are outstanding as of June 30, 2007 are expected to vest.

Restricted Stock Plans

In 2002 the Company’s Board of Directors approved a new management incentive plan, the Carmike Cinemas, Inc. 2002 Stock Plan (the “2002 Stock Plan”). The Board of Directors 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 were delivered in three equal installments on January 31, 2005, 2006 and 2007. 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 were earned over a three year period, commencing with the year ended December 31, 2002, with the shares being earned as the executive achieved specific performance goals set for the executive during each of these years. In some instances, the executive earned partial amounts of his or her stock grant based on graded levels of performance. Shares earned each year vest and are 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, 204,360 shares have been earned as of June 30, 2007, and 15,640 shares have been forfeited.

The Company delivered 293,000 shares, including 277,500 shares that vested during the six months ended June 30, 2007, to management on January 31, 2007 and 324,110 shares to management on January 31, 2006 in conjunction with the 2002 Stock Plan. In order to satisfy the federal and state withholding requirements on these shares, the Company retained 118,064 and 134,344 of these shares at January 31, 2007 and 2006 at $22.34 and $22.69 respectively in treasury and remitted the corresponding tax withholding in cash on behalf of the stock recipients.

On April 13, 2007, the Compensation and Nominating Committee approved (pursuant to the 2004 Incentive Stock Plan) the grant of an aggregate of 156,000 shares of restricted stock, with a grant date fair value of $25.95, to a group of 52 employees. All 156,000 shares of restricted stock will vest in full on April 13, 2010.

The following table sets forth the summary of activity for grants under the Company’s 2004 Incentive Stock Plan for the six months ended June 30, 2007:

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	Non-vested Shares		Weighted Average Grant Date Price
Non-vested at December 31, 2006:	287,500		$	20.63
Granted	171,000		$	25.93
Vested	(277,500	)	$	20.64
Forfeited	(2,500	)	$	25.95
Non-vested at June 30, 2007	178,500		$	25.63

As of June 30, 2007, there was approximately $4,106 of total unrecognized compensation costs related to non-vested share grants under the plans. The costs are expected to be recognized over a weighted average period of approximately 0.4 years.

The following table outlines the costs incurred related to stock-based employee compensation costs included in the Company’s condensed consolidated Statements of Operations:

	Three months ended June 30,				Six months ended June 30,
	2007		2006		2007		2006
Costs related to stock options:
Service vesting options	$	52	$	163	$	104	$	327
Market vesting options		266				266
Costs related to stock grants:
CEO service vesting grants		0		811		268		1,625
Other service and performance vesting grants		479		9		660		79
Total stock compensation costs	$	797	$	983	$	1,298	$	2,031

NOTE 6—LITIGATION

From time to time, the Company is involved in routine litigation and legal proceedings in the ordinary course of its business, such as personal injury claims, employment matters, contractual disputes and claims alleging Americans with Disabilities Act violations. Currently, there is no pending litigation or proceedings that the Company believes will have a material adverse effect, either individually or in the aggregate, on its business or financial condition.

NOTE 7—NET INCOME (LOSS) PER SHARE

Net income (loss) per share is presented in conformity with SFAS No. 128, Earnings Per Share (“SFAS 128”), for all periods presented. In accordance with SFAS 128, basic net income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and common stock equivalents outstanding. However, as a result of the Company’s net losses in the three and six months ended June 30, 2007 and 2006, all common stock equivalents were excluded from the calculation of diluted loss per share given their anti-dilutive affect.

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

Overview

We are one of the largest motion picture exhibitors in the United States and we own, operate or have an interest in 276 theatres with 2,399 screens located in 37 states. We target small to mid-size non-urban markets and estimate that more than 80% of our theatres are located in communities with populations of fewer than 100,000 people. We believe there are several benefits of operating in small to mid-size markets, including less competition, lower operating costs and fewer alternative forms of entertainment. Our operating strategy is designed around the belief that secondary and tertiary markets are less attractive to our competitors.

We are continuing to install digital cinema projection systems in our theatre circuit. As of June 30, 2007, we had 1,911 screens on a digital-based platform. We believe the implementation of digital cinema projection will allow us not only greater flexibility in showing feature films, but will also provide us with the capability to explore revenue enhancing alternative content programming. Digital film content can be easily moved to and from auditoriums in our theatres to maximize attendance. The superior quality of digital cinema could provide a competitive advantage to us in markets where we compete for film and patrons.

At June 30, 2007, we concluded that the recoverability of our deferred tax assets was unlikely based on available evidence, including cumulative losses for the six months ended June 30, 2007 and the two preceding years. At June 30, 2007, we recorded a valuation allowance to fully reserve our deferred tax assets. See further discussion in the results of operations section that follows.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2007 and June 30, 2006

Revenues. We collect substantially all of our revenues from the sale of admission tickets and concessions. The table below provides a comparative summary of the operating data for this revenue generation.

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Average theatres		279		296		283		298
Average screens		2,412		2,455		2,425		2,459
Average attendance per screen		6,006		6,436		11,180		11,994
Average admission per patron	$	5.84	$	5.37	$	5.81	$	5.34
Average concessions and other sales per patron	$	3.14	$	2.87	$	3.07	$	2.86
Total attendance (in thousands)		14,487		15,791		27,116		29,491
Total revenues (in thousands)	$	130,135	$	130,204	$	240,744	$	241,798

Total revenues decreased less than 1% to $130.1 million for the three months ended June 30, 2007 compared to $130.2 million for the three months ended June 30, 2006, due to decreases in admissions, partially offset by an increase in concessions and other revenues. Total revenues decreased less than 1% to $240.7 million for the six months ended June 30, 2007 compared to $241.8 million for the six months ended June 30, 2006, due to a decrease in concessions and other revenues. Admissions revenue decreased less than 1% to $84.7 million for the three months ended June 30, 2007 from $84.9 million for the same period in 2006. This decrease is largely due to a decrease in attendance; partially offset by an increase in our average admissions per patron. Admissions revenue was $157.4 million for the six months ended June 30, 2007 and 2006, respectively. Concessions and other revenue increased less than 1% to $45.5 million for the three months ended June 30, 2007 from $45.3 million for the same period in 2006, due to the increase in our average concessions and other sales per patron during the three months ended June 30, 2007. Concessions and other revenue decreased 1% to $83.3 million for the six months ended June 30, 2007 from $84.4 million for the same period in 2006, due to the decrease in our attendance during the six months ended June 30, 2007, which was partially offset by the increase in the average concessions and other sales per patron.

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We operated 276 theatres with 2,399 screens at June 30, 2007 compared to 295 theatres with 2,457 screens at June 30, 2006.

Operating costs and expenses. The table below summarizes operating expense data for the periods presented.

	Three Months Ended June 30,
($’s in thousands)	2007			2006			% Change
Film exhibition costs	$	48,037		$	47,833		0	%
Concession costs	$	5,114		$	5,251		(3	)%
Other theatre operating costs	$	50,926		$	49,490		3	%
General and administrative expenses	$	5,380		$	9,752		(45	)%
Depreciation and amortization	$	10,507		$	10,476		0	%
Gain on sale of property and equipment	$	(1,676	)	$	(293	)	472	%
	Six Months Ended June 30,
($’s in thousands)	2007			2006			% Change
Film exhibition costs	$	86,778		$	85,108		2	%
Concession costs	$	8,811		$	9,341		(6	)%
Other theatre operating costs	$	98,349		$	100,096		(2	)%
General and administrative expenses	$	11,393		$	15,533		(27	)%
Depreciation and amortization	$	20,206		$	20,768		(3	)%
Gain on sale of property and equipment	$	(2,106	)	$	(437	)	382	%

Film exhibition costs. Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue and the mix of aggregate and term film deals. Film exhibition costs for the three months ended June 30, 2007 increased to $48.0 million as compared to $47.8 million for the three months ended June 30, 2006, principally due to an increase in the per film rental rate. As a percentage of admissions revenue, film exhibition costs were 57% for the three months ended June 30, 2007, as compared to 56% for the three months ended June 30, 2006. Film exhibition costs for the six months ended June 30, 2007 increased to $86.8 million as compared to $85.1 million for the six months ended June 30, 2006. As a percentage of admissions revenue, film exhibition costs were 55% for the six months ended June 30, 2007, as compared to 54% for the six months ended June 30, 2006.

Concessions costs. Concessions costs fluctuate with changes in concessions revenue and sales mix and changes in our cost of goods sold. Concession costs for the three months ended June 30, 2007 decreased to $5.1 million as compared to $5.3 million for the three months ended June 30, 2006. As a percentage of concessions and other revenues, concession costs were 11% and 12% for the three months ended June 30, 2007 and 2006, respectively. Concession costs for the six months ended June 30, 2007 decreased to $8.8 million as compared to $9.3 million for the six months ended June 30, 2006. As a percentage of concessions and other revenues, concession costs were 11% for the six months ended June 30, 2007 and 2006, respectively. Our focus continues to be a limited concessions offering of high margin products such as soft drinks, popcorn and individually packaged candy, to maximize our profit potential.

Other theatre operating costs. Other theatre operating costs for the three months ended June 30, 2007 increased to $50.9 million as compared to $49.5 million for the three months ended June 30, 2006, primarily as a result of increased occupancy, insurance and other administrative costs. Other theatre operating costs for the six months ended June 30, 2007 decreased to $98.3 million as compared to $100.1 million for the six months ended June 30, 2006.

General and administrative expenses. General and administrative expenses for the three months ended June 30, 2007 deceased to $5.4 million as compared to $9.8 million for the three months ended June 30, 2006. The decrease in our general and administrative expenses is due primarily to lower professional fees and costs. General and administrative expenses for the six months ended June 30, 2007 deceased to $11.4 million compared to $15.5 million for the six months ended June 30, 2006.

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Depreciation and amortization. Depreciation and amortization expenses for the three months ended June 30, 2007 increased less than 1% as compared to the three months ended June 30, 2006. Depreciation and amortization expenses for the six months ended June 30, 2007 decreased 3% as compared to the six months ended June 30, 2006.

Gain on sales of property and equipment. We recognized a gain of $1.7 million on the sales of property and equipment for the three months ended June 30, 2007, as compared to a gain of $293,000 for the three months ended June 30, 2006. We recognized a gain of $2.1 million on the sales of property and equipment for the six months ended June 30, 2007, as compared to a gain of $437,000 for the six months ended June 30, 2006.

Operating Income. Operating income for the three months ended June 30, 2007 increased 54% to $11.8 million as compared to $7.7 million for the three months ended June 30, 2006. As a percentage of revenues, operating income for the three months ended June 30, 2007 was 9% as compared to 6% for the three months ended June 30, 2006. Operating income for the six months ended June 30, 2007 increased 52% to $17.3 million as compared to $11.4 million for the six months ended June 30, 2006. As a percentage of revenues, the operating income for the six months ended June 30, 2007 was 7% as compared to 5% for the six months ended June 30, 2006.

Interest expense, net. Interest expense, net for the three months ended June 30, 2007 increased 3% to $11.9 million from $11.5 million for the three months ended June 30, 2006. Interest expense, net for the six months ended June 30, 2007 increased 8% to $23.7 million from $22.0 million for the six months ended June 30, 2006. The increases are primarily related to the higher interest rate of our senior secured credit facility. Interest income, included in interest expense, net, was $98,000 and $267,000 for the three and six months ended June 30, 2007, respectively, as compared to $126,000 and $276,000 for the same periods in 2006.

Gain on sale of investments. We recognized a gain on investments of $1.7 million for the three months ended June 30, 2007, from the sale of our investment in a third party ticket distributor.

Income tax. We adopted the provisions of FIN 48 on January 1, 2007, with no impact on beginning retained earnings. As of the date of adoption we had liabilities for unrecognized tax benefits aggregating $3.3 million. The adoption of FIN 48 required us to reclassify certain amounts related to uncertain tax positions. As a result, we increased our deferred tax asset by $1.5 million, and increased liabilities for FIN 48 by $1.5 million. As of January 1, 2007, there were no tax positions the disallowance of which would affect our annual effective income tax rate.

At December 31, 2006 and June 30, 2007 our consolidated net deferred tax assets were $57.7 million and $55.9 million, respectively, before the effects of any valuation allowance. In accordance with SFAS 109 we regularly assesses whether it is more likely than not that our deferred tax asset balance will be recovered from future taxable income, taking into account such factors as our earnings history, carryback and carryforward periods, and tax planning strategies. When sufficient evidence exists that indicates that recovery is unlikely, a valuation allowance is established against the deferred tax asset, increasing our income tax expense in the period that such conclusion is made.

A significant factor in the recoverability assessment of our deferred tax asset is our history of cumulative losses during the current and two prior periods. As a result of significant income in 2004, we did not have cumulative losses in the three year period ended December 31, 2006; furthermore, our outlook at March 31, 2007 did not include an expectation of cumulative losses in the three year period to include 2007. However, box office results for the six months ended June 30, 2007 were significantly lower than industry expectations. As a result, at June 30, 2007, we concluded that the recoverability of the deferred tax assets was now unlikely based upon cumulative losses in the current period and the preceding two years and determined that a valuation allowance was necessary to fully reserve our deferred tax assets.

Income tax expense was $58.5 million for the three months ended June 30, 2007, and includes a charge to reverse the tax benefit recorded during the first quarter of 2007, as compared to an income tax benefit of $2.1 million for the three months ended June 30, 2006. We recognized an income tax expense of $55.9 million for the six months ended June 30, 2007, principally to record such valuation allowance, as compared to an income tax benefit of $2.7 million for the six months ended June 30, 2006. We expect that we will not recognize income tax benefits in the future until a determination is made that a valuation allowance for all or some portion of the deferred tax assets is no longer required.

Because our uncertain tax position will be fully absorbed by net operating loss carryforwards, the FIN 48 liabilities were classified within deferred tax assets at June 30, 2007.

Liquidity and Capital Resources

General

Our revenues are collected in cash and credit card payments. Because we receive our revenues in cash prior to the payment of related expenses, we have an operating “float” which partially finances our operations. We had a working capital deficit of $24.3 million as of June 30, 2007 compared to working capital deficit of $23.5 million at December 31, 2006.

At June 30, 2007, we had available borrowing capacity of $50 million under our revolving credit facility and approximately $24.2 million in cash and cash equivalents on hand. The material terms of our

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revolving credit facility (including limitation on our ability to freely use all the available borrowing capacity) are described below in “Material Credit Agreements and Covenant Compliance.”

Net cash provided by operating activities was $10.6 million for the six months ended June 30, 2007 compared to $8.0 million for the six months ended June 30, 2006. This increase in our cash provided by operating activities was due primarily to increased profits from operations, partially offset by a reduction in accounts payable and accrued expenses. Net cash used in investing activities was $4.6 million for the six months ended June 30, 2007, compared to net cash used in investing activities of $12.1 million for the six months ended June 30, 2006. The decrease in our net cash used in investing activities is primarily due to a decrease in cash used for the purchases of property and equipment and an increase in proceeds from the sale of property and equipment during 2007. Capital expenditures were $10.0 million for the six months ended June 30, 2007, and $13.6 million for the six months ended June 30, 2006. For the six months ended June 30, 2007 net cash used in financing activities was $7.9 million compared to net cash provided by financing activities of $1.0 million for the six months ended June 30, 2006. Our financing activities include $4.4 million and $4.3 million of dividends paid during the six months ended June 30, 2007 and 2006, respectively.

Our liquidity needs are funded by operating cash flow, availability under our credit agreements and short term float. The exhibition industry is 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 quarter to quarter. Additionally, the ultimate performance of the films any time during the calendar year will have a dramatic impact on our cash needs.

We plan to make approximately $25 million in capital expenditures for calendar year 2007. Pursuant to the seventh amendment to our senior secured credit agreement, the aggregate capital expenditures that we may make, or commit to make for any fiscal year is limited to $30 million. We anticipate we will add one theatre during the course of 2007 and potentially close some of our older theatres where leases will not be renewed. The expenses associated with exiting these closed theatres typically relate to costs associated with removing owned equipment for redeployment in other locations and are not material to our operations.

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 and borrowings under our credit agreements will be adequate to meet our liquidity needs for the next 12 months. However, the possibility exists that, if our liquidity needs are not met and we are unable to service our indebtedness, we could come into default under our debt instruments, causing the agents or trustees to accelerate maturity and declare all payments immediately due and payable.

We cannot make assurances that our business will continue to generate sufficient 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. If we have insufficient cash flow to fund our liquidity needs and are unable to refinance our indebtedness or raise additional capital, we could come into default under our debt instruments as described below. In addition, we may be unable to pursue growth opportunities in new and existing markets and to fund our capital expenditure needs.

Material Credit Agreements and Covenant Compliance

We entered into a credit agreement with Bear, Stearns & Co. Inc., as sole lead arranger and sole book runner, Wells Fargo Foothill, Inc., as documentation agent, and Bear Stearns Corporate Lending Inc., as administrative agent. The credit agreement provides for senior secured credit facilities in the aggregate principal amount of $405,000.

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The senior secured credit facilities consist of:

• a $170,000 seven year term loan facility used to finance the transactions described below;

• a $185,000 seven year delayed-draw term loan facility; and

• a $50,000 five year revolving credit facility available for general corporate purposes.

In addition, the credit agreement provides for future increases (subject to certain conditions and requirements) to the revolving credit and term loan facilities in an aggregate principal amount of up to $125,000.

The interest rate for our senior secured credit agreement under the outstanding revolving and term loans, as amended, is set to a margin above the London interbank offered rate (“LIBOR”) or base rate, as the case may be, based on our corporate credit ratings from Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services in effect from time to time, with the margin ranging from 2.50% to 3.50% for loans based on LIBOR and 1.50% to 2.50% for loans based on the base rate. At June 30, 2007, the interest rate was 8.61%. The final maturity date of the revolving credit facility is May 19, 2010.

The credit agreement requires that mandatory prepayments be made from (1) 100% of the net cash proceeds from certain asset sales and dispositions and issuances of certain debt, (2) various percentages (ranging from 75% to 0% depending on our consolidated leverage ratio) of excess cash flow as defined in the credit agreement, and (3) 50% of the net cash proceeds from the issuance of certain equity and capital contributions.

The senior secured credit facilities contain covenants which, among other things, restrict our ability, and that of our restricted subsidiaries, to:

• pay dividends or make any other restricted payments to parties other than us;

• incur additional indebtedness;

• create liens on our assets;

• make certain investments;

• sell or otherwise dispose of our assets;

• consolidate, merge or otherwise transfer all or any substantial part of our assets;

• enter into transactions with our affiliates; and

• engage in any sale-leaseback, synthetic lease or similar transaction involving any of our assets.

The senior secured credit facilities also contain financial covenants that require us to maintain specified ratios of funded debt to adjusted EBITDA and adjusted EBITDA to interest expense. The terms governing each of these ratios are defined in the credit agreement. As of June 30, 2007, we were in compliance with all of the financial covenants.

Generally, the senior secured credit facilities do not place restrictions on our ability to make capital expenditures. However, we may not make any capital expenditure if any default or event of default under the credit agreement has occurred and is continuing or would result, or if such default or event of default would occur as a result of a breach of certain financial covenants contained in the credit agreement

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on a pro forma basis after giving effect to the capital expenditure. However, on July 27, 2007, we entered into a seventh amendment to the senior secured credit agreement that limits the aggregate amount of capital expenditures that we may make, or commit to make, for any fiscal year, to $30 million.

Our failure to comply with any of these covenants, including compliance with the financial ratios, is an event of default under the senior secured credit facilities, in which case, the administrative agent may, and if requested by the lenders holding a certain minimum percentage of the commitments shall, terminate the revolving credit facility with respect to additional advances and may declare all or any portion of the obligations under the revolving credit facility and the term loan facilities due and payable. Other events of default under the senior secured credit facilities include:

• our failure to pay principal on the loans when due and payable, or our failure to pay interest on the loans or to pay certain fees and expenses (subject to applicable grace periods);

• the occurrence of a change of control (as defined in the credit agreement); or

• a breach or default by us or our subsidiaries on the payment of principal of any Indebtedness (as defined in the credit agreement) in an aggregate amount greater than $5.0 million.

The senior secured credit facilities are guaranteed by each of our subsidiaries and secured by a perfected first priority security interest in substantially all of our present and future assets.

Contractual Obligations

We did not have any material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006.

Impact of Recently Issued Accounting Standards

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements in which the FASB previously concluded that fair value is the relevant measurement attribute and appropriately, the new statement does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will be required to adopt SFAS 157 in the first quarter of 2008. We have not yet evaluated the impact that this statement will have on our results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 allows entities to choose to measure many financial assets and financial liabilities at fair value and report unrealized gains and losses on items for which the fair value option has been elected through earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We do not anticipate that this statement will have any effect on our results of operations or financial position.

In May 2007, the FASB issued FASB Staff Position (“FSP”) FSP 48-1, Definition of Settlement in FASB Interpretation No. 48 (“FSP FIN 48-1”). FSP 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP 48-1 is effective retroactively to January 1, 2007. The implementation of FSP 48-1 had no impact on our results of operations or financial position.

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Forward-Looking Information

Certain items in this report are considered forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. 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. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “plan,” “estimate,” “expect,” “project,” “anticipate,” “intend,” “believe” and other words and terms of similar meaning in connection with discussion of future operating or financial performance. These statements include, among others, statements regarding our strategies, sources of liquidity, the availability of film product, our capital expenditures, digital cinema implementation and the opening and closing of theatres in 2007. These statements are based on the current expectations, estimates or projections of management and do not guarantee future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including:

• general economic conditions in our regional and national markets;

• our ability to comply with covenants contained in our credit agreement;

• financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital;

• our ability to meet our contractual obligations, including all outstanding financing commitments;

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

• competition in our markets;

• competition with other forms of entertainment;

• identified weaknesses in internal controls and procedures under Section 404 of the Sarbanes-Oxley Act of 2002;

• prices and availability of operating supplies;

• impact of continued cost control procedures on operating results;

• the impact of impairing surplus 35 millimeter projection systems;

• the impact of terrorist acts;

• changes in tax laws, regulations and rates;

• financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of our business; and

• other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006, under the captions “Risk Factors”.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in Carmike’s other SEC

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reports, accessible on the SEC’s website at www.sec.gov and the Company’s website at www.carmike.com.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act, include controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by SEC 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 on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, these officers have concluded that, in light of the material weaknesses described below, as of June 30, 2007, our disclosure controls and procedures were not effective.

As a result of these control deficiencies, management performed additional procedures to ensure that our condensed consolidated financial statements are prepared in accordance with GAAP. Accordingly, we believe that the financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2006, we had identified the following material weaknesses in our internal control over financial reporting, which continued to exist on June 30, 2007:

1. We did not maintain a formal financial reporting process to enable us to properly prepare our financial statements in accordance with GAAP, nor do we have controls and procedures to ensure the appropriateness and proper recording of journal entries. Specifically, the following represent deficiencies that in the aggregate represent a material weakness:

• Lack of documentation and understanding of accounting policies for non-routine events or transactions, such as accounting for leases, and GAAP disclosures;

• Inadequate processes to identify changes in GAAP and the business practices that may affect the method or processes of recording transactions and the proper application of GAAP;

• Lack of proper review and oversight of third party consultants engaged to assist in the application of GAAP and presentation of financial statements;

• Ineffective controls over critical spreadsheets used in the preparation of accounting and financial information; and

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• Lack of adequate financial analysis to timely detect significant misstatements in the financial statements.

The control deficiencies detailed above resulted in the delayed filing of our 2005 Annual Report on Form 10-K and our Form 10-Q quarterly reports for the quarters ended March 31, 2006 and June 30 2006, and in significant misstatements in lease and property, plant and equipment related accounts (see next item), and in the presentation and disclosures in the draft 2006 financial statements. These deficiencies have not been fully remediated. Accordingly, management has determined that these control deficiencies continue to constitute a material weakness at June 30, 2007.

2. We did not maintain effective controls over the accounting for leases and property, plant and equipment. Specifically, the following represent deficiencies that in the aggregate represent a material weakness:

• Ineffective controls related to the preparation, evaluation, documentation and review related to accounting for new, renewed and modified leases;

• Ineffective controls related to establishing and maintaining proper useful lives for owned and leased assets and amortization periods for prepaid rent;

• Ineffective controls related to the accounting for deferred rent, including rent holidays;

• Insufficient understanding and monitoring of accounting policies related to the effect of lessee involvement in asset construction, lease modifications, amortization of leasehold improvements, and deferred rent for new and existing leases;

• Lack of adequate controls to ensure timely dissemination of information by the real estate and lease administration departments to the accounting department;

• Lack of a formal process over the proper classification and approval of capitalized items;

• Ineffective controls over recording of disposals and transfers related to fixed assets and construction-in-progress; and

• Inadequate fixed assets information system, which has limited abilities to track and analyze changes in fixed assets and additions, including acquisitions, transfers and disposals.

The control deficiencies detailed above resulted in the delayed filing of our 2005 Annual Report on Form 10-K and our Form 10-Q quarterly reports for the quarters ended March 31, 2006 and June 30 2006, and to significant misstatements in the draft 2006 consolidated financial statements related to assets owned and, under lease, financing obligations, deferred rent, rent expense, interest expense and depreciation expense. These deficiencies have not been fully remediated. Accordingly, management has determined that these control deficiencies continue to constitute a material weakness at June 30, 2007.

Plan of Remediation for Identified Material Weaknesses

Management has prepared an action plan for all identified deficiencies at December 31, 2006, including assigning responsibility and due dates. The status of the plan is being monitored by management and reviewed by the Audit Committee periodically. The 2007 goals of each management member include specific responsibilities related to the remediation and maintenance of effective internal control. As of the end of the period covered by this quarterly report, we had not fully implemented all remediation steps related to material weaknesses described above. Accordingly, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the end of the second quarter of 2007.

An update on more significant activities related to the remediation of material weaknesses described above is as follows:

1. We documented our existing financial accounting policies and procedures, including those related to leases and fixed assets, and continue to implement a process to timely identify and address new or emerging changes in GAAP and to ensure the appropriate and consistent application of them. We implemented a formal process to prepare and review a GAAP disclosure checklist.

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2. We purchased a fixed asset software solution to replace our existing legacy system, to enhance our abilities in tracking and analyzing changes in fixed assets and additions, including all acquisitions, transfers and disposals. We expect to complete the implementation of the new system during the third quarter of 2007.

3. We implemented a new general ledger software solution on January 1, 2007, to replace our legacy accounting system. This system provides us with the ability to facilitate more timely and comprehensive review of our results of operations, to detect errors and assist us in improving the accounting process for non-routine transactions.

4. We continue to develop formal analytical processes and tools to enhance our internal review of the financial statements for each quarter-end to include the review by each of the management team and documentation of detailed analysis of all significant variances to the budget and to prior period results.

5. We are implementing a process to ensure a timely communication of relevant information from the real estate and lease administration departments. Additionally, we are implementing processes and procedures to prepare, document, evaluate and review the accounting implications related to leases and property, plant and equipment transactions.

6. Although we significantly reduced our reliance on outside consultants, we are in the process of formalizing the responsibility, review and oversight of outside consultant activities.

7. Although the number of spreadsheets is expected to be reduced due to the implementation of new financial application systems, we are in the process of implementing policies and procedures to effectively control the integrity and data input in our significant spreadsheets.

8. We are in the process of formalizing our capitalization and disposals policy and implementing the procedure to ensure proper classification.

Changes in Internal Control over Financial Reporting

We continue to work on our efforts to improve the internal control over financial reporting, including the remediation of the material weaknesses listed above. There were no changes to our internal control over financial reporting for the three months ended June 30, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information relating to the Company’s legal proceedings, see Note 6, Litigation under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. See also “Forward-Looking Statements,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q. Other than as described below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

If we determine that our surplus 35 millimeter projection systems are impaired, we will be required to recognize a charge to earnings in future periods.

We continue to install digital cinema projection systems in our theatre circuit. As of June 30, 2007, we had 1,911 screens on a digital-based platform. As a result of this conversion process, we will no longer need all of our 35 millimeter projection systems. We plan to market these surplus 35 millimeter projection systems for resale. While we do not regularly engage in the resale of projection equipment, we believe an adequate market exists for the resale of our 35 millimeter projection systems. However, we may face some competition as other theatre companies may have a need to dispose of their surplus 35 millimeter projection equipment. We cannot be certain that we will be able to resell our 35 millimeter projection systems for consideration equal to or greater than the systems’ book value or at all, which could lead to the impairment of these assets. If we determine that assets are impaired, we will be required to recognize a charge to earnings in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

At the Annual Meeting of Stockholders held on May 18, 2007, eight directors were elected to the Board of Directors with the following votes:

	For	Withheld
Michael W. Patrick	10,799,066	832,740
Alan J. Hirschfield	11,540,876	90,930
Kevin D. Katari	11,607,153	24,653
S. David Passman III	11,556,340	75,466
Carl L. Patrick, Jr.	10,800,199	831,607
Roland C. Smith	11,607,147	24,659
Fred W. Van Noy	11,604,134	27,672
Patricia A. Wilson	11,556,346	75,460

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At the same meeting, the following proposal was voted upon and approved:

Approval of the Carmike Cinemas, Inc. Annual Executive Bonus Program.

For	Against	Abstain	Broker Non-Vote
9,719,592	39,697	116,777	1,755,740

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Listing of exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. (filed as Exhibit 3.1 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.2	Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.2 to Carmike’s Amendment to Form 8-A filed January 31, 2002 and incorporated herein by reference).
3.3	Amendment No. 1 to the Amended and Restated By-Laws of Carmike Cinemas, Inc. (filed as Exhibit 3.2 to Carmike’s Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference).
10.1	Seventh Amendment, dated as of July 27, 2007, to the Credit Agreement, dated as of May 19, 2005, as amended, by and among Carmike Cinemas, Inc., the several banks and other financial institutions parties thereto, Wells Fargo Foothill, Inc., as documentation agent, and Bear Stearns Corporate Lending Inc., as administrative agent.
10.2	Form Separation Agreement and schedule of officers who have entered into such agreement (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed May 23, 2007 and incorporated herein by reference).
10.3	Form of Employee Stock Option Agreement pursuant to the Carmike Cinemas, Inc. 2004 Incentive Stock Plan (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed April 19, 2007 and incorporated herein by reference).
10.4	Form Amendment Number One to the Deferred Compensation Agreement (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K/A filed July 2, 2007 and incorporated herein by reference).
10.5	Release and Consulting Services Agreement, dated as of June 15, 2007, by and between Anthony J. Rhead and Carmike Cinemas, Inc.
11	Computation of per share earnings (provided in Note 7 of the notes to condensed consolidated financial statements included in this report under the caption “Net Income (Loss) Per Share”).
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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Date: August 7, 2007	By:	/s/ Michael W. Patrick
		Michael W. Patrick
		President and Chief Executive Officer
		Chairman of the Board of Directors
		(Principal Executive Officer)
Date: August 7, 2007	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and
		Chief Financial Officer
		(Principal Financial Officer)
Date: August 7, 2007	By:	/s/ Jeffrey A. Cole
		Jeffrey A. Cole
		Assistant Vice President—Controller
		(Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT

SEVENTH AMENDMENT, dated as of July 25, 2007 (this “Amendment”), to the Credit Agreement, dated as of May 19, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CARMIKE CINEMAS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), WELLS FARGO FOOTHILL, INC., as Documentation Agent (in such capacity, the “Documentation Agent”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain extensions of credit to the Borrower; and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:

SECTION 1.1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 1.2. Amendments to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new defined terms and related definitions in appropriate alphabetical order:

“Seventh Amendment”: shall mean the Seventh Amendment to this Agreement dated as of July     , 2007.

“Seventh Amendment Effective Date”: as defined in the Seventh Amendment.

SECTION 1.3. Amendments to Section 8.7 of the Credit Agreement. Section 8.7 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 8.7:

“8.7. Capital Expenditures. Make or commit to make any Capital Expenditure if (i) any Default or Event of Default has occurred and is continuing or would result therefrom, or would have occurred as a result of a breach of Section 8.1 if such Capital Expenditure were deemed to have been made and any Indebtedness incurred to finance such Capital Expenditure was incurred on the last day of the fiscal quarter most recently ended) or (ii) such Capital Expenditure would result in the aggregate amount of Capital Expenditures being made by the Borrower and its Subsidiaries for the fiscal year ended December 31, 2006, or in any fiscal year thereafter, to exceed $30,000,000 for such fiscal year.”

SECTION 1.4. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “Seventh Amendment Effective Date”) on which the Borrower, the Administrative Agent and the Required Lenders shall have executed and delivered to the Administrative Agent this Amendment.

SECTION 1.5. Representation and Warranties. To induce the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and all of the Lenders as of the Seventh Amendment Effective Date that:

(a) Corporate Power; Authorization; Enforceable Obligations.

(i) The Borrower has the corporate power and authority, and the legal right, to make and deliver this Amendment and to perform its obligations under the Loan Documents, as amended by this Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the performance of the Loan Documents, as so amended.

(ii) No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution and delivery of this Amendment or with the performance, validity or enforceability of the Loan Documents, as amended by this Amendment, except as otherwise provided in Section 5.4 of the Credit Agreement.

(iii) This Amendment has been duly executed and delivered on behalf of the Borrower.

(iv) This Amendment and each Loan Document, as amended by this Amendment, constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(b) Representations and Warranties. The representations and warranties made by the Borrower in and pursuant to the Loan Documents are true and correct in all material respects

on and as of the Seventh Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Seventh Amendment Effective Date.

SECTION 1.6. Payment of Fees and Expenses. (a) Amendment Fee. In the event that the Required Lenders and the Borrower execute and deliver this Amendment, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders consenting to this Amendment, an amendment fee in the amount of 0.025% on the principal amount of each such Lender’s outstanding Initial Term Loans, Delayed-Draw Term Loans and Revolving Commitment immediately prior to the Seventh Amendment Effective Date, payable on the Seventh Amendment Effective Date.

(b) Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to each Agent.

SECTION 1.7. No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.

SECTION 1.8. Governing Law; Counterparts. (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

CARMIKE CINEMAS, INC.
By:	/s/ Lee Champion
Name:	Lee Champion
Title:	Senior Vice President, Secretary and General Counsel

Seventh Amendment to Credit Agreement

BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent and as a Lender
By:	/s/ Kevin Cullen
Name:	Kevin Cullen
Title:	Authorized Signatory (Managing Director)

Seventh Amendment to Credit Agreement

WELLS FARGO FOOTHILL, N.A., as Issuing Lender, Documentation Agent and a Lender
By:	/s/ Blair K. Mertens
Name:
Title:	V.P

Seventh Amendment to Credit Agreement

EX-10.5

Exhibit 10.5

RELEASE AND CONSULTING SERVICES AGREEMENT

This Release and Consulting Services Agreement (hereinafter “Agreement”) is entered into as of the 15^th day of June, 2007, by and between ANTHONY J. RHEAD (hereinafter referred to as “Rhead “) and CARMIKE CINEMAS, INC. (hereinafter referred to as “Carmike”), and arises out of the resignation of Rhead as Senior Vice President Entertainment/Digital. In consideration of the material promises contained herein, the parties agree as follows:

1. RESIGNATION OF EMPLOYMENT. Rhead hereby voluntarily resigns as an employee and officer of Carmike, as well as in each other capacity in which he served Carmike and the entitles listed on Exhibit A attached hereto, effective as of the 15^th day of June, 2007 (the “Resignation Date”). Contemporaneously with the signing of this Agreement, Rhead is signing and delivering to the Board of Directors of Carmike (and each of the entities listed on Exhibit A) a notice of resignation in the form attached hereto as Exhibit B indicating his resignation as an officer of the entitles listed on Exhibit A hereto effective as of the Resignation Date. It is agreed that as of the Resignation Date, Rhead has no further privileges, duties, or obligations to Carmike, except as described in this Agreement.

2. SEVERANCE PACKAGE. In consideration of the promises and releases made by Rhead contained herein, Carmike agrees to provide Rhead with a Severance Package consisting of the following:

(a) In exchange for Consulting Services as hereinafter set forth, Carmike will pay Rhead his regular base salary at his current rate of pay from the Resignation Date through and including December 31, 2007, less any amounts required to be withheld under applicable laws and regulations, which will be paid according to Carmike’s regular payday schedule from the next payday following the Resignation Date to December 31, 2007. Rhead will remain on the Carmike major medical plan for this period.

(b) Provided Rhead complies with the provisions of Section 4 hereof, on December 31, 2007 Carmike will transfer to Rhead the 2006 Lexus LS430 (VIN # JTHBN36F865047276) that he was permitted to use during his employment with Carmike.

(c) The payments and benefits provided to Rhead in this Section 2 shall be subject to all applicable income tax or other withholding required by applicable federal, state or local law.

(d) Notwithstanding the release contained in Section 3 of this Agreement, it is understood by all parties that Rhead does not release any claims that may arise under the terms of this Agreement or after the effective date of this Agreement. It is also agreed and understood that Rhead does not forfeit or release his

claims to any funds held in his account in Carmike’s Deferred Compensation Plan. Rhead also does not release any claim he may have to indemnification pursuant to the terms of Carmike’s bylaws.

3. GENERAL RELEASE BY RHEAD. In exchange for the payments and benefits described in Section 2 of this Agreement, Rhead hereby voluntarily, irrevocably, fully, and completely RELEASES, ACQUITS, AND FOREVER DISCHARGES Carmike (including its current and former owners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, insurers, subsidiaries, divisions, affiliates, and related business entities) from any and all claims, complaints, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever (whether known or unknown) which Rhead ever had, may have, or now has arising from or related to, directly or indirectly, Rhead ‘s employment with Carmike or the termination of Rhead ‘s employment with Carmike, or other events accrued as of the date of execution of this Agreement, including, but not limited to:

(a) Violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Family and Medical Leave Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, or the Employee Retirement Income Security Act; and

(b) Violations of any other federal or state statute or regulation or local ordinance; and

(c) Claims for lost or unpaid wages, compensation, or other benefits claims under state law, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, bad faith action, slander, assault, battery, wrongful or constructive discharge, negligent hiring, retention and/or supervision, fraud, misrepresentation, conversion, tortious interference with property, negligent investigation; and

(d) Any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar plan sponsored by Carmike which Rhead ever had or now has or may in the future have; and

(e) Any other claims arising in tort or contract under state law.

In addition, Rhead acknowledges that this Agreement constitutes a full SETTLEMENT, ACCORD AND SATISFACTION of all claims covered by the release provisions of this paragraph. Notwithstanding the foregoing, it is understood by all

parties that Rhead does not release any claims that may arise under the terms of this Agreement or after the effective date of this Agreement.

4. CONSULTING SERVICES. During the period commencing on the Resignation Date and ending on December 31, 2007 (the “Consulting Period), Rhead agrees to be available to serve, and to serve, in the capacity of an independent consultant to Carmike. As a consultant to Carmike, Rhead agrees to be available to assist Carmike with such matters related to the business of Carmike as shall be mutually agreed to from time to time by Rhead and the COO of Carmike, including but not limited to digital issues. Rhead specifically agrees to contact the COO by telephone or email on Monday and Thursday of each week during the Consulting Period to discuss such digital issues. During the Consulting Period, Rhead shall perform the consulting services as an independent contractor and not as an employee of Carmike. Carmike will not exercise direction or control over Rhead in the performance of the consulting services. Rhead shall act solely in an advisory capacity, and in consequence shall not hold himself out as an officer or an employee of Carmike, and (unless otherwise instructed or authorized in writing) Rhead shall not have an authority to act for Carmike or make any decisions or commitments for or on behalf of Carmike.

Carmike agrees to reimburse Rhead for any reasonable and necessary expenses Rhead incurs in performing services for Carmike during the Consulting Period so long as such expenses are documented in writing and are submitted to Carmike for reimbursement within thirty (30) days of the date the expense is incurred.

5. BUSINESS PROTECTION COVENANTS.

Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Confidential Information” shall mean valuable, non-public, competitively sensitive data and information relating to the Carmike’s business that is not generally known by or readily available to Carmike’s competitors. Confidential Information does not include any information that comes into the public domain without any action by Rhead .

(b) “Trade Secret” shall mean information, including a formula, pattern, compilation, program, device, method, technique, or process that: (a) derives independent 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 efforts that are reasonable under the circumstances to maintain its secrecy.

(c) “Competing Business” shall mean any business (other than Carmike) that, directly or indirectly, engages in the distribution and the exhibition of motion pictures.

(d) “Competitive Position” shall mean (A) Rhead ‘s direct or indirect equity ownership (excluding ownership of less than one percent (1%) of the outstanding common stock of any publicly held corporation) or control of any portion of any Competing Business; (B) Rhead serving as a director; officer; consultant, lender, joint venturer, partner, agent, or advisor of or to any Competing Business; or (C) any employment arrangement or independent contractor agreement between Rhead and any Competing Business whereby Rhead is required to perform services for the Competing Business which are substantially similar to those that Rhead performed for Carmike.

(e) “Restricted Territory” shall mean the thirty-seven (37) states of the United States in which Carmike is operating as of the Effective Date. A list of these states is attached hereto as Exhibit C. This Restricted Territory is intended to be co-extensive with the actual geographic areas for which Rhead performed services for Carmike as an employee and for which he will provide services to Carmike as a consultant under this Agreement.

Rhead hereby agrees that he will not (without the prior written consent of Carmike) for any reason in any fashion, either directly or indirectly use, sell, lend, lease, distribute, license, transfer, assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate in any way for himself or for any other person or entity (i) any Confidential Information for a period of three (3) years after the Resignation Date; or (ii) any Trade Secret at any time during which such information shall constitute a trade secret under Georgia law.

Rhead hereby covenants and agrees that he shall not, without the prior written consent of Carmike in each instance, directly or indirectly, alone or in conjunction with any other person or entity, accept, enter into or attempt to enter into a Competitive Position in the Restricted Territory during the Consulting Period and for one year after the termination of the Consulting Period.

Rhead hereby agrees that he shall not, without the prior written consent of Carmike in each instance, directly or indirectly, during the Consulting Period and for one year after the termination of the Consulting Period: (i) hire any “key” employee of Carmike; or (ii) solicit or attempt to solicit any “key” employee, consultant, contractor or other personnel of Carmike to terminate, alter or lessen such party’s affiliation or relationship with Carmike or to violate the terms of any agreement or understanding between such party and Carmike For purposes of the preceding sentence, “key” employees, consultants, contractors and other personnel of Carmike are those who have access to Confidential Information or Trade Secrets.

Rhead hereby agrees that he shall not, without the prior written consent of Carmike in each instance, directly or indirectly, during the Consulting Period, solicit or attempt to solicit for or on behalf of any person or entity engaged in a Competing Business any dealer, customer or actively sought prospective dealer; distributor, or

customer of Carmike with whom he had significant contact while an employee of Carmike through the end of the Consulting Period.

Rhead hereby acknowledges and agrees that he has sufficient skills to find alternative commensurate work in his field of expertise that would not involve a violation of this Section 5. Additionally, Rhead hereby acknowledges and agrees that the covenants set forth in this Section 5 are reasonable as to time, scope, territory and otherwise given Carmike’s need to protect its legitimate business interests and given the substantial benefits Rhead is receiving hereunder. Rhead further acknowledges and agrees that monetary damages may not be an adequate remedy for any breach of the provisions of’ Section 5 of this Agreement and that Carmike may (in its sole discretion) apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violation (or threatened violation) of Section 5 of this Agreement. Any equitable or monetary relief provided pursuant to this Section 5 will be in addition to other damages to which Carmike is entitled under Section 9 of this Agreement or the law. In the event any covenant or agreement contained in this Section 5 shall be determined by a court of competent_, jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it is the intention of the parties hereto that this Section 5 be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

6. CONFIDENTIALITY.

Rhead agrees that he will keep the terms and provisions of this Agreement strictly and absolutely confidential. Rhead agrees not to disclose any information whatsoever regarding this Agreement, except Rhead may divulge the terms and provisions of this Agreement to his spouse, financial advisor, and/or legal counsel or as may be required by law or by order of a court of competent jurisdiction. Notwithstanding the provisions of this Section 6, Rhead shall not be precluded from disclosing to a prospective employer (i) that he worked for Carmike as its chief financial officer, and (ii) thereafter, he worked for Carmike as a consultant. In addition, Rhead may disclose to the prospective employer the general nature of his work for Carmike and his compensation.

7. COOPERATION IN LITIGATION.

Rhead agrees to cooperate fully with Carmike in the preparation and assertion of any claim or defense in connection with any action, suit or proceeding brought by or against Carmike; provided however, that Rhead ‘s obligation under this Section 7 shall apply only to matters in which Rhead was involved, or in respect of which Rhead acquired information as a result of his services as an employee, officer or director of Carmike. Carmike shall reimburse Rhead for all reasonable expenses

incurred by Rhead (including reasonable attorney’s fees and expenses) as a result of any request by Carmike under this Section 7.

8. RETURN OF CARMIKE’S PROPERTY. Rhead agrees to return to Carmike all data, lists, information, memoranda, documents, identification cards, credit cards, keys, computers, fax machines, beepers, phones, files (including copies thereof) and all other property of Carmike within five (5) business days after the Resignation Date. Upon the execution hereof, Rhead further agrees to transfer the River Club and Green Island memberships to Carmike.

9. VIOLATIONS OF AGREEMENT.

Any material breach by Rhead of the agreements contained in Sections 3 through 8 of this Agreement shall constitute a material breach of this Agreement and shall result in the following:

(a) Rhead will automatically forfeit all unpaid benefits he is scheduled to receive under this Agreement; and

(b) Carmike shall be entitled to such other monetary and equitable relief as allowed by law, including reimbursement of payments hereunder.

10. SUCCESSORS. The parties agree that this Agreement and the releases contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, assigns, and representatives.

11. ENTIRE AGREEMENT. The parties affirm that this Agreement sets forth the entire agreement between the parties, and shall fully replace and supersede any and all prior agreements, understandings, or representations between the parties hereto pertaining to the subject matter hereof. The parties further affirm that the only consideration of their agreement to execute, and their execution of this Agreement is described herein and that there are no other promises or agreements of any kind which have caused them to execute this Agreement.

12. SEVERABILITY. The parties agree that the provisions of this Agreement are contractual and not merely a recital. Should any portion of this Agreement be found by any court of competent jurisdiction to be invalid, void, illegal, contrary to law or public policy, or otherwise unenforceable, it is expressly agreed by the parties that the validity of the remaining parts, terms, or provisions will remain intact and stand in full force and effect as if said unenforceable provision had never been contained herein.

13. APPLICABLE LAW. This Agreement shall be governed by the law of the State of Georgia.

14. EFFECTIVE DATE OF AGREEMENT AND OPTION TO REVOKE. The parties agree and understand that Rhead may revoke this Agreement within seven (7) days after signing it. The last day upon which this Agreement can be revoked is referred to herein as the “Last Revocation Day.” Revocation shall be made by delivering a written notice of revocation to Lee Champion, General Counsel for Carmike, no later than 5:00 p.m. Eastern Time, on the Last Revocation Day at the following address:

F. Lee Champion, III

Attorney for Carmike Cinemas, Inc.

P. O. Box 391

Columbus, Georgia 31902-0391

The parties agree and understand that if Rhead does not revoke this Agreement prior to the Last Revocation Day, this Agreement shall become effective on the day following the Last Revocation Day and Rhead shall receive the Severance Package described in Section 2 of this Agreement. If Rhead does revoke this Agreement prior to the Last Revocation Day, this Agreement shall not become effective and Rhead will not receive the Severance Package described in Section 2 of this Agreement.

15. PERIOD OF CONSIDERATION AND CONSULTATION WITH COUNSEL.

Rhead hereby represents and warrants that:

(a) Rhead has CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT;

(b) Rhead has had an OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE AS TO THE TERMS OF THIS AGREEMENT to the full extent that he desired before signing this Agreement;

(c) Rhead understands that this Agreement FOREVER RELEASES Carmike from any legal action arising prior to the date of execution of this Agreement;

(d) Rhead has had the opportunity to REVIEW AND CONSIDER THIS AGREEMENT FOR A PERIOD OF AT LEAST TWENTY ONE (21) DAYS before signing it;

(e) Rhead understands that HE SHALL HAVE SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT TO REVOKE SAID AGREEMENT;

(f) In signing this Agreement, Rhead DOES NOT RELY ON NOR HAS HE RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT by Carmike or by any

of Carmike’s agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise; and

(g) Rhead was not coerced, threatened, or otherwise forced to sign this Agreement, and Rhead is VOLUNTARILY SIGNING AND DELIVERING THIS AGREEMENT of his own free will.

IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement on the dates set forth below as an expression of their intent to be bound by the foregoing terms of this Agreement.

	/s/ Anthony J. Rhead
	ANTHONY J. RHEAD
Sworn to and subscribed before me, this the      day of June, 2007
Notary Public
[Seal]
	CARMIKE CINEMAS, INC.
	BY:	/s/ Lee Champion
	Title:	Senior Vice President, Secretary and General Counsel
		1301 First Avenue
		Columbus, GA 31901
	Date:	June 15, 2007

EXHIBIT A

ANTHONY J. RHEAD

Carmike Cinemas, Inc:	Senior Vice President
	Entertainment/Digital Cinema
Eastwynn Theatres, Inc:	Senior Vice President
	Entertainment/Digital Cinema
Military Services, Inc:	Senior Vice President-Film and Secretary
George G. Kerasotes Corporation	Senior Vice President-Film
GKC Indiana Theatres, Inc:	Senior Vice President-Film
GKC Michigan Theatres, Inc:	Senior Vice President-Film
GKC Theaters, Inc.	Senior Vice President-Film

EXHIBIT B

Board of Directors

(Name and Address of Entity)

I hereby resign as an officer of Carmike Cinemas, Inc. effective June 15, 2007.

This the      day of                     , 2007.

/s/ ANTHONY J. RHEAD

ANTHONY J. RHEAD

EXHIBIT C

States in which Carmike is presently operating:

1. Alabama

2. Arkansas

3. Colorado

4. Delaware

5. Florida

6. Georgia

7. Idaho

8. Illinois

9. Indiana

10. Iowa

11. Kansas

12. Kentucky

13. Louisiana

14. Maryland

15. Michigan

16. Minnesota

17. Missouri

18. Montana

19. Nebraska

20. New Mexico

21. New York

22. North Carolina

23. North Dakota

24. Ohio

25. Oklahoma

26. Oregon

27. Pennsylvania

28. South Carolina

29. South Dakota

30. Tennessee

31. Texas

32. Utah

33. Virginia

34. Washington

35. Wisconsin

36. West Virginia

37. Wyoming

EX-31.1

Exhibit 31.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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.

Date: August 7, 2007

/s/ Michael W. Patrick

Michael W. Patrick

President, Chief Executive Officer and Chairman of the Board of Directors

EX-31.2

Exhibit 31.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Richard B. Hare, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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.

Date: August 7, 2007

/s/ Richard B. Hare

Richard B. Hare

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

In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael W. Patrick, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, 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 issuer.

Date: August 7, 2007

/s/ Michael W. Patrick

Michael W. Patrick

President, Chief Executive Officer and Chairman of the Board of Directors

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

In connection with the Quarterly Report of Carmike Cinemas, Inc. on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard B. Hare, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

4. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: August 7, 2007

/s/ Richard B. Hare

Richard B. Hare

Senior Vice President-Finance, Treasurer and Chief Financial Officer