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Carmike Cinemas 10-Q 2005

Documents found in this filing:

  1. 10-Q
  2. Ex-2.3
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2
CARMIKE CINEMAS, INC.
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

OR

     
o
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-14993

CARMIKE CINEMAS, INC.

(Exact Name of Registrant as Specified in Its Charter)
     
DELAWARE   58-1469127
(State or Other Jurisdiction of Incorporation or   (I.R.S. Employer Identification No.)
Organization)    
     
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 þ No o

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

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

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

As of May 3, 2005, 12,309,002 shares of common stock, par value $0.03 per share, were outstanding.

 
 

 


TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-2.3 STOCK PURCHASE AGREEMENT
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO


Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

                 
    March 31,     December 31,  
    2005     2004  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 17,271     $ 56,944  
Accounts and notes receivable
    1,201       1,464  
Inventories
    1,442       1,459  
Prepaid expenses
    6,026       6,252  
 
           
Total current assets
    25,940       66,119  
Other assets:
               
Investment in and advances to partnerships
    3,424       2,718  
Deferred income tax asset
    54,097       54,414  
Assets held for sale
    6,224       6,534  
Other
    21,853       21,027  
 
           
 
    85,598       84,693  
 
               
Property and equipment, net of accumulated depreciation
    489,087       469,502  
Goodwill, net of accumulated amortization
    23,354       23,354  
 
           
Total assets
  $ 623,979     $ 643,668  
 
           
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 17,558     $ 22,710  
Accrued expenses
    29,452       35,582  
Dividends Payable
    2,154       2,128  
Current maturities of long-term indebtedness, capital lease and long-term financing obligations
    2,789       2,872  
 
           
Total current liabilities
    51,953       63,292  
Long-term liabilities:
               
Long-term debt, less current maturities
    247,750       248,000  
Capital lease and long-term financing obligations, less current maturities
    72,131       72,530  
 
           
 
    319,881       320,530  
 
               
Liabilities subject to compromise
          1,348  
Stockholders’ Equity
               
Preferred Stock, $1.00 par value, authorized 1,000,000 shares, none outstanding as of March 31, 2005 and December 31, 2004, respectively
           
Common Stock, $0.03 par value, authorized 20,000,000 shares, 12,455,622 shares issued and 12,309,002 shares outstanding as of March 31, 2005 and 12,162,622 shares issued and outstanding as of December 31, 2004
    374       365  
Paid-in capital
    309,558       308,990  
Treasury stock, 146,620 shares at cost
    (5,210 )      
Retained deficit
    (52,577 )     (50,857 )
 
           
 
    252,145       258,498  
 
           
Total liabilities and stockholders’ equity
  $ 623,979     $ 643,668  
 
           

See accompanying notes

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Table of Contents

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands, except per share data)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
Revenues
               
Admissions
  $ 67,569     $ 79,549  
Concessions and other
    34,114       37,379  
 
           
 
    101,683       116,928  
 
               
Costs and Expenses
               
Film exhibition costs
    35,382       36,322  
Concession costs
    3,596       4,126  
Other theatre operating costs
    44,434       44,570  
General and administrative expenses
    5,068       3,765  
Depreciation expenses
    8,264       8,451  
Gain on sales of property and equipment
    (2 )     (305 )
 
           
 
    96,742       96,929  
 
           
Operating income
    4,941       19,999  
Other expenses
               
Interest expense
    6,570       8,261  
Loss on extinguishment of debt
          9,579  
 
           
Income (loss) before reorganization costs and income taxes
    (1,629 )     2,159  
Reorganization benefit
    (2,391 )     (676 )
 
           
Net income before income taxes
    762       2,835  
Income tax expense
    328       1,063  
 
           
Net income available for common stockholders
  $ 434     $ 1,772  
 
           
Weighted average shares outstanding:
               
Basic
    12,138       10,837  
Diluted
    12,601       11,547  
Net income per common share:
               
Basic
  $ 0.04     $ 0.16  
Diluted
  $ 0.03     $ 0.15  
Dividend declared per common share
  $ 0.175     $  

See accompanying notes

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Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES
(in thousands)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
Operating Activities
               
Net income
  $ 434     $ 1,772  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    8,264       8,451  
Deferred income taxes
    317       1,006  
Non-cash deferred compensation
    1,039       1,389  
Non-cash reorganization items
    (2,391 )     (1,954 )
Loss on extinguishment of debt
          1,792  
Gain on sales of property and equipment
    (2 )     (305 )
Changes in operating assets and liabilities:
               
Accounts and notes receivable and inventories
    280       314  
Prepaid expenses
    (1,844 )     (8,235 )
Accounts payable
    (4,492 )     (14,166 )
Accrued expenses and other liabilities
    (7,322 )     (10,199 )
 
           
Net cash used in operating activities
    (5,717 )     (20,135 )
Investing Activities
               
Purchases of property and equipment
    (25,506 )     (3,458 )
Proceeds from sales of property and equipment
    1       610  
 
           
Net cash used in investing activities
    (25,505 )     (2,848 )
Financing Activities
               
Debt:
               
Additional borrowings
          250,000  
Repayments of debt
    (351 )     (322,637 )
Repayments of liabilities subject to compromise
    (958 )     (8,780 )
Repayments of capital leases and long-term financing obligations
    (381 )     (306 )
Issuance of common stock
    577       90,151  
Purchase of treasury stock
    (5,210 )      
Dividends paid
    (2,128 )      
 
           
Net cash provided by (used in) financing activities
    (8,451 )     8,428  
 
           
Increase (decrease) in cash and cash equivalents
    (39,673 )     (14,555 )
Cash and cash equivalents at beginning of period
    56,944       41,236  
 
           
Cash and cash equivalents at end of period
  $ 17,271     $ 26,681  
 
           

See accompanying notes

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES
For the Three and Nine Months Ended March 31, 2005 and 2004

NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     On August 8, 2000, Carmike Cinemas, Inc. (“Carmike”) and its subsidiaries, Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military Services, Inc. (collectively “the Company”) filed voluntary petitions for relief under Chapter 11 (the “Chapter 11 Cases”) of the United States Bankruptcy Code. In connection with the Chapter 11 Cases, the Company was required to report in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code, (“SOP 90-7”). SOP 90-7 requires, among other things, (1) pre-petition liabilities that are subject to compromise be segregated in the Company’s consolidated balance sheet as liabilities subject to compromise and (2) the identification of all transactions and events that are directly associated with the reorganization of the Company in the Consolidated Statements of Operations. The Company emerged from the Chapter 11 Cases pursuant to its plan of reorganization effective on January 31, 2002. On February 11, 2005, the Company filed a motion seeking an order entering a final decree closing the bankruptcy cases. On March 15, 2005, the United States Bankruptcy Court of the District of Delaware entered a final decree closing the bankruptcy cases.

     Further, the Company’s accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and bankruptcy related items) considered necessary for a fair statement have been included. Operating results for the three month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the consolidated financial statements and footnotes included in Carmike’s Annual Report on Form 10-K for the year ended December 31, 2004.

     The Company has identified several significant accounting policies which can be reviewed in detail in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

     The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”). Reflected in the Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 is $1.0 million and $1.4 million, respectively, of stock-based employee compensation cost related to stock grants ($0.8 million from fixed accounting and $0.2 million and $0.6 million, respectively, from variable accounting.)

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     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The Company has adopted SFAS No. 148, Accounting for Stock Based Compensation-Transition and Disclosure (“SFAS No. 148”). For SFAS No. 148 purposes, the fair value of each option grant and stock based award has been estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

                 
    2005     2004  
Expected life (years)
    9.0       9.0  
Risk-free interest rate
    4.40 %     4.34 %
Dividend yield
    1.9 %     0.0 %
Expected volatility
    0.40       0.40  

     The estimated fair value of the options granted during 2004 is $16.96 per share. Had compensation cost been determined consistent with SFAS No. 123 Accounting for Stock Based Compensation (“SFAS No. 123”), utilizing the assumptions detailed above, the Company’s pro forma net income (loss) and pro forma basic and diluted earnings (loss) per share would have decreased to the following amounts (in thousands, except share data):

                 
    Three Months Ended  
    March 31,  
    2005     2004  
Net income available for common stock:
               
As reported
  $ 434     $ 1,772  
Plus: expense recorded on deferred stock compensation, net of related tax effects
    644       868  
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
    (859 )     (923 )
 
           
Pro forma – for SFAS No. 123
  $ 219     $ 1,717  
 
           
Basic net earnings per common share:
               
As reported
  $ 0.04     $ 0.16  
Pro forma – for SFAS No. 123
  $ 0.02     $ 0.16  
Diluted net earnings per common share:
               
As reported
  $ 0.03     $ 0.15  
Pro forma – for SFAS No. 123
  $ 0.02     $ 0.15  

The Company’s Board of Directors declared a quarterly dividend of $0.175 per share on March 22, 2005. The dividend was paid on May 2, 2005 to stockholders of record as of April 4, 2005. The aggregate amount of this dividend was approximately $2.2 million.

NOTE 2 – ASSETS HELD FOR SALE

     The Company has $6.2 million in surplus long-term real estate assets held for sale as of March 31, 2005. The carrying values of these assets are reviewed periodically as to relative market conditions and are adjusted in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. No impairment was deemed necessary on the assets in the first quarter of 2005. Disposition of these assets is contingent on current

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market conditions and we cannot be assured that they will be sold at a value equal to or greater than the current carrying value.

NOTE 3 — OTHER ASSETS

Other assets are as follows: (in thousands)

                 
    March     December  
    31, 2005     31, 2004  
Loan/lease origination fees
  $ 17,249     $ 17,298  
Deposits and binders
    4,538       3,689  
Notes receivable less short-term maturity
    19       40  
Other
    47        
 
           
 
  $ 21,853     $ 21,027  
 
           

NOTE 4 — DEBT

Debt consisted of the following (in thousands):

                 
    March     December  
    31,2005     31, 2004  
Revolving credit facility
  $     $  
Term loan
    98,750       99,000  
7.500% senior subordinated notes
    150,000       150,000  
Industrial revenue bonds; payable in equal installments through May 2006, with interest rates ranging from 5.75% to 7%
    214       315  
 
           
 
    248,964       249,315  
Current maturities
    (1,214 )     (1,315 )
 
           
 
  $ 247,750     $ 248,000  
 
           

NOTE 5 — PROCEEDINGS UNDER CHAPTER 11

     On January 31, 2002, the Company emerged from bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. On February 11, 2005, the Company filed a motion seeking an order entering a final decree closing the bankruptcy cases. On March 15, 2005, the United States Bankruptcy Court of the District of Delaware entered a final decree closing the bankruptcy cases. In conjunction with the closure of the bankruptcy cases, the Company settled the three remaining outstanding disputed landlord claims and reversed all accrued bankruptcy-related professional fees.

     A description of the proceedings under the Chapter 11 Cases is contained in Note 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

     Reorganization benefits for the three month periods ended March 31, 2005 and 2004 are as follows (in thousands):

                 
    Three months ended  
    March 31,  
    2005     2004  
Change in estimate for general unsecured claims
  $ (391 )   $ (1,162 )
Professional fees
    (2,000 )     28  
Other
          458  
 
           
 
  $ (2,391 )   $ (676 )
 
           

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NOTE 6 — LIABILITIES SUBJECT TO COMPROMISE

At December 31, 2004 the Company had approximately $1.3 million in disputed unsecured claims outstanding. During the three months ended March 31, 2005 all of the outstanding claims were resolved resulting in a change in estimate of $0.4 million and settlements of $0.9 million.

NOTE 7 — INCOME TAXES

     At March 31, 2005 the Company had deferred tax assets of approximately $54.1 million remaining. The income tax expense of $0.3 million for the three months ended March 31, 2005 reflects a combined federal and state tax rate of 38.0%.

     The sale of shares in the offering of August, 2004, caused the Company to undergo an “ownership change” within the meaning of section 382 (g) of the Internal Revenue Code of 1986, as amended. The ownership change will subject our net operating loss carryforwards to an annual limitation on their use, which will restrict our ability to use them to offset our taxable income in periods following the ownership change.

     The Company has federal and state net operating loss carryforwards of approximately $84.2 million which will begin to expire in the year 2020.

NOTE 8 — STOCK PLANS

     Upon emergence from Chapter 11, the Company’s Board of Directors approved a new management incentive plan, the Carmike Cinemas, Inc. 2002 Stock Plan (the “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 are delivered in three equal installments on January 31, 2005, 2006 and 2007 unless, prior to the delivery of any such installment, Mr. Patrick’s employment is terminated for Cause (as defined in his employment agreement) or he has violated certain covenants set forth in such employment agreement. In May 2002, the Company’s Stock Option Committee (which administered the 2002 Stock Plan prior to August 2002) approved grants of the remaining 220,000 shares to a group of seven other members of senior management. These shares 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. One of the seven grants to senior executives includes a grant of 35,000 shares to a former employee of the Company.

     Pursuant to an agreement with the former employee, the Company delivered to the former employee the 17,000 shares earned in connection with his performance in 2002 when they vested on January 31, 2005. Of the 220,000 shares granted to members of senior management, 204,360 shares were earned as of March 31, 2005, subject only to vesting requirements and 15,640 shares have been forfeited. The Company has included in stockholders’ equity $7.4 million and $15.4 million at March 31, 2005 and December 31, 2004, respectively, related to the unvested shares within the 2002 Stock Plan.

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     On May 31, 2002, the Board of Directors adopted the Carmike Cinemas, Inc. Non-Employee Directors Long-Term Stock Incentive Plan (the “Directors Incentive Plan”), which was approved by the stockholders on August 14, 2002. There were a total of 75,000 shares reserved under the Directors Incentive Plan. The Board of Directors approved a grant of 5,000 shares each to two independent directors on August 14, 2002. Additionally, the Board of Directors approved stock option grants of 5,000 shares in September 2003 and 5,000 shares in April 2004 for new directors. The option grant price was based on the fair market value of the stock on the date of the grant.

     On July 19, 2002, the Board of Directors adopted the Carmike Cinemas, Inc. Employee and Consultant Long-Term Stock Incentive Plan (the “Employee Incentive Plan”), which was approved by the stockholders on August 14, 2002. 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 on March 7, 2003 to three members of senior management. The exercise price for the 150,000 stock options is $21.79 per share, and 75,000 options vest on December 31, 2005 and 75,000 options vest on December 31, 2006. On December 18, 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 December 31, 2005 through December 31, 2007.

     On March 31, 2004, the Board of Directors adopted the Carmike Cinemas, Inc. 2004 Incentive Stock Plan, which was approved by the stockholders on May 21, 2004. The Compensation and Nominating 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 to the 225,000 unissued shares that were previously authorized for issuance under the Employee Incentive Plan and the Directors Incentive Plan which may be forfeited after the effective date of the 2004 Incentive Stock Plan. No further grants may be made under the Employee Incentive Plan or Directors Incentive Plan.

     The Company delivered 367,250 shares to management on January 31, 2005 in conjunction with the 2002 Stock Plan. In order to satisfy the federal and state withholding requirements on these shares, the Company retained 146,620 of these shares in the treasury and remitted the corresponding tax withholding in cash on behalf of the stock recipients.

NOTE 9 — EARNINGS PER SHARE

     Earnings per share calculations contain dilutive adjustments for shares under the various stock plans discussed in Note 8. The following table reflects the effects of those plans on the earnings.

     (in thousands, except per share data),

                 
    Three Months Ended  
    March 31,  
    2005     2004  
Outstanding shares
    12,235       10,998  
Less restricted stock issued
    (97 )     (161 )
 
           
Basic shares outstanding
    12,138       10,837  
Dilutive shares:
               
Restricted stock
    68       90  
Stock grants
    354       521  
Stock options
    41       99  
 
           
 
    12,601       11,547  
 
           
 
               
Earnings per share:
               
Basic
  $ 0.04     $ 0.16  
Diluted
  $ 0.03     $ 0.15  
 
           

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NOTE 10 — CONDENSED FINANCIAL DATA

     The Company and its wholly owned subsidiaries have fully, unconditionally, and jointly and severally guaranteed the Company’s obligations under the Company’s 7.500% senior subordinated notes. The Company has unconsolidated affiliates that are not guarantors of the 7.500% senior subordinated notes.

Condensed consolidating financial data for the guarantor subsidiaries is as follows (in thousands):

Condensed Consolidating Balance Sheets
As of March 31, 2005

                                         
    Carmike     Guarantor     Non- Guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Assets
                                       
Current assets:
                                       
Cash and cash equivalents
  $ 9,852     $ 2,424     $ 4,995     $     $ 17,271  
Accounts and notes receivable
    1,304       (102 )     (1 )             1,201  
Inventories
    407       1,023       12               1,442  
Prepaid expenses
    2,284       3,689       53               6,026  
 
                             
Total current assets
    13,847       7,034       5,059             25,940  
Other assets:
                                       
Investment in and advances to partnerships
    235       3,189                     3,424  
Investment in subsidiaries
    122,177                   (122,177 )      
Other
    44,280       37,894                     82,174  
Intercompany asset
    234,204       2,223             (236,427 )      
Property and equipment, net
    122,511       361,237       5,339               489,087  
Goodwill, net
    5,914       17,440                     23,354  
 
                             
Total assets
  $ 543,168     $ 429,017     $ 10,398     $ (358,604 )   $ 623,979  
 
                             
Liabilities and stockholders’ equity
                                       
Current liabilities:
                                       
Account payable
  $ 13,561     $ 3,930     $ 67     $     $ 17,558  
Accrued expenses
    14,573       14,626       253               29,452  
Dividends payable
    2,154                           2,154  
Current maturities of long-term indebtedness, capital lease and long-term financing obligations
    1,442       1,347                     2,789  
 
                             
Total current liabilities
    31,730       19,903       320             51,953  
Long-term debt less current maturities
    247,750                           247,750  
Capital lease and long-term financing obligations less current maturities
    11,543       60,588                     72,131  
Intercompany liabilities
          234,632       1,795       (236,427 )      
Stockholders’ equity
    252,145       113,894       8,283       (122,177 )     252,145  
 
                             
Total liabilities and stockholders’ equity
  $ 543,168     $ 429,017     $ 10,398     $ (358,604 )   $ 623,979  
 
                             

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Condensed Consolidating Statements of Operations
For Three Months Ended March 31, 2005

                                         
    Carmike     Guarantor     Non-Guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Revenues
                                       
Admissions
  $ 13,365     $ 53,391     $ 813     $     $ 67,569  
Concessions and other
    11,813       26,684       358       (4,741 )     34,114  
 
                             
 
    25,178       80,075       1,171       (4,741 )     101,683  
Costs and expenses
                                       
Film exhibition costs
    6,751       28,201       430               35,382  
Concession costs
    702       2,863       31               3,596  
Other theatre operating costs
    10,185       38,472       460       (4,683 )     44,434  
General and administrative expenses
    5,070       (2 )     58       (58 )     5,068  
Depreciation expenses
    1,898       6,260       106               8,264  
(Gain) loss on disposal of property and equipment
    (3 )     1                     (2 )
 
                             
 
    24,603       75,795       1,085       (4,741 )     96,742  
 
                             
Operating income
    575       4,280       86             4,941  
Interest expense
    60       6,510                     6,570  
 
                             
Net income before reorganization costs and income taxes
    515       (2,230 )     86             (1,629 )
Reorganization benefit
    (2,391 )                         (2,391 )
 
                             
Net income before income taxes & equity in earnings of subsidiaries
    2,906       (2,230 )     86             762  
Income tax expense
    1,249       (958 )     37               328  
 
                             
 
    1,657       (1,272 )     49             434  
Equity in earnings of subsidiaries
    (1,223 )                 1,223        
 
                             
Net income (loss) available for common stockholders
  $ 434     $ (1,272 )   $ 49     $ 1,223     $ 434  
 
                             

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Condensed Consolidating Statements of Cash Flows
For Three Months Ended March 31, 2005

                                         
    Carmike     Guarantor     Non-Guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Operating activities
                                       
Net income
  $ 434     $ (1,272 )   $ 49     $ 1,223     $ 434  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Depreciation
    1,898       6,260       106               8,264  
Deferred income taxes
    1,245       (928 )                   317  
Non-cash compensation
    1,039                           1,039  
Non-cash reorganization items
    (2,391 )                         (2,391 )
Gain on disposal of property and equipment
    (3 )     1                     (2 )
Changes in operating assets and liabilities
    (21,568 )     8,851       562       (1,223 )     (13,378 )
 
                             
Net cash provided by (used in) operating activities
    (19,346 )     12,912       717             (5,717 )
Investing activities
                                       
Purchases of property and equipment
    (9,916 )     (14,986 )     (604 )             (25,506 )
Proceeds from sale of property and equipment
    3       (2 )                 1  
 
                             
Net cash provided by (used in) investing activities
    (9,913 )     (14,988 )     (604 )           (25,505 )
Financing activities
                                       
Additional borrowing, net of debt issuance costs
                               
Repayments of debt
    (1,355 )     (335 )                   (1,690 )
Issuance of common stock
    577                         577  
 
                                   
Purchase of treasury stock
    (5,210 )                       (5,210 )
 
                                   
Dividends paid
    (2,128 )                       (2,128 )
 
                             
Net cash provided by (used in) financing activities
    (8,116 )     (335 )                 (8,451 )
 
                             
Increase (decrease) in cash and cash equivalents
    (37,375 )     (2,411 )     113             (39,673 )
Cash and cash equivalents at beginning of period
    47,227       4,835       4,882             56,944  
 
                             
Cash and cash equivalents at end of period
  $ 9,852     $ 2,424     $ 4,995     $     $ 17,271  
 
                             

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Condensed Consolidating Balance Sheets
As of December 31, 2004

                                         
    Carmike     Guarantor     Non-guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Assets
                                       
Current assets:
                                       
Cash and cash equivalents
  $ 47,227     $ 4,835     $ 4,882     $     $ 56,944  
Accounts and notes receivable
    1,322       142                   1,464  
Inventories
    385       1,062       12             1,459  
Prepaid expenses
    2,329       3,870       53             6,252  
 
                             
Total current assets
    51,263       9,909       4,947             66,119  
Other assets:
                                       
Investment in and advances to partnerships
    9,331       2,718             (9,331 )     2,718  
Investment in subsidiaries
    114,031                   (114,031 )      
Other
    45,000       36,974       1             81,975  
Intercompany asset
    221,032       2,220             (223,252 )      
Property and equipment, net
    113,538       351,122       4,841       1       469,502  
Goodwill
    5,914       17,440                   23,354  
 
                             
Total assets
  $ 560,109     $ 420,383     $ 9,789     $ (346,613 )   $ 643,668  
 
                             
Liabilities and stockholders’ equity
                                       
Current liabilities:
                                       
Account payable
  $ 17,710     $ 4,920     $ 80     $     $ 22,710  
Dividends payable
    2,128                         2,128  
Accrued expenses
    19,293       15,910       379             35,582  
Current maturities of long-term indebtedness, capital lease and long-term financings obligations
    1,532       1,340                   2,872  
 
                             
Total current liabilities
    40,663       22,170       459             63,292  
Long-term debt less current maturities
    248,000                         248,000  
Capital lease and long-term financing obligations less current maturities
    11,600       60,930                   72,530  
Intercompany liabilities
          222,118       1,134       (223,252 )      
Liabilities subject to compromise
    1,348                         1,348  
Stockholders’ equity
    258,498       115,165       8,196       (123,361 )     258,498  
 
                             
Total liabilities and stockholders’ equity
  $ 560,109     $ 420,383     $ 9,789     $ (346,613 )   $ 643,668  
 
                             

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Condensed Consolidating Statements of Operations
For Three Months Ended March 31, 2004

                                         
    Carmike     Guarantor     Non-Guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Revenues
                                       
Admissions
  $ 15,411     $ 62,833     $ 1,305     $     $ 79,549  
Concessions and other
    13,245       29,206       535       (5,607 )     37,379  
 
                             
 
    28,656       92,039       1,840       (5,607 )     116,928  
Costs and expenses
                                       
Film exhibition costs
    7,068       28,594       660               36,322  
Concession costs
    767       3,310       49               4,126  
Other theatre operating costs
    10,122       39,455       600       (5,607 )     44,570  
General administrative expenses
    3,771       (91 )     85               3,765  
Depreciation expenses
    1,753       6,578       120               8,451  
Gain on sales of property and equipment
    (10 )     (295 )                   (305 )
 
                             
 
    23,471       77,551       1,514       (5,607 )     96,929  
 
                             
Operating income
    5,185       14,488       326             19,999  
Interest expense
    1,390       6,871                     8,261  
Loss on extinguishment of debt
    9,579                           9,579  
 
                             
Income before reorganization costs and income taxes
    (5,784 )     7,617       326             2,159  
Reorganization benefit
    (676 )                         (676 )
 
                             
Income before income taxes
    (5,108 )     7,617       326             2,835  
Income tax expense (benefit)
    (1,915 )     2,978                     1,063  
 
                             
Net income for common stock
  $ (3,193 )   $ 4,639     $ 326     $     $ 1,772  
Equity in earnings of subsidiaries
    4,965                     (4,965 )      
 
                             
Net income available for common stockholders
  $ 1,772     $ 4,639     $ 326     $ (4,965 )   $ 1,772  
 
                             

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Condensed Consolidating Statements of Cash Flows
For Three Months Ended March 31, 2004

                                         
    Carmike     Guarantor     Non-Guarantor              
    Cinemas, Inc.     Subsidiaries     Subsidiaries     Eliminations     Consolidated  
Operating activities
                                       
Net income (loss)
  $ 1,772     $ 4,639     $ 326     $ (4,965 )   $ 1,772  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                                       
Depreciation
    1,753       6,578       120               8,451  
Deferred income taxes
    (1,972 )     2,978                       1,006  
Non-cash deferred compensation
    1,389                             1,389  
Non-cash reorganization items
    (1,954 )                           (1,954 )
Loss on extinguishment of debt
    1,792                             1,792  
Gain on sales of property and equipment
    (10 )     (295 )                     (305 )
Changes in operating assets and liabilities
    (15,200 )     (22,112 )     61       4,965       (32,286 )
 
                             
Net cash used in operating activities
    (12,430 )     (8,212 )     507             (20,135 )
Investing activities
                                       
Purchases of property and equipment
    (3,189 )     (269 )                     (3,458 )
Proceeds from sale of property and equipment
    14       596                       610  
 
                             
Net cash provided by (used in) investing activities
    (3,175 )     327                   (2,848 )
Financing activities
                                       
Additional borrowing, net of debt issuance costs
    250,000                             250,000  
Repayments of debt
    (331,464 )     (259 )                     (331,723 )
Issuance of common stock
    90,151                             90,151  
 
                             
Net cash provided by (used in) financing activities
    8,687       (259 )                 8,428  
 
                             
Decrease in cash and cash equivalents
    (6,918 )     (8,144 )     507               (14,555 )
Cash and cash equivalents at beginning of period
    24,982       13,843       2,411             41,236  
 
                             
Cash and cash equivalents at end of period
  $ 18,064     $ 5,699       2,918           $ 26,681  
 
                             

NOTE 11 — LEGAL PROCEEDINGS.

     From time to time, we are involved in routine litigation and legal proceedings in the ordinary course of our business, such as personal injury claims, employment matters, contractual disputes and claims alleging ADA violations. The Company has established a reserve of $1.0 million for potential litigation. The Company relied on the provisions of Financial Accounting Standard No. 5, Accounting for Contingencies in establishing this reserve. The Company determined that it was probable that a liability had been incurred based on the filing of a lawsuit by the EEOC as described below. Additionally, the Company determined the amount of the loss could be reasonably estimated based on the demands of the claimants. Currently, we do not have any other pending litigation or proceedings that we believe will have a material adverse effect, either individually or in the aggregate, upon us.

     On or about September 16, 2004, the Equal Employment Opportunity Commission (“EEOC”) filed a lawsuit against Carmike in the U.S. District Court, E.D. North Carolina, alleging that seven named claimants and “other similarly situated male employees” were sexually harassed by a male supervisor who worked at the Carmike 15 Theater in Raleigh, North Carolina from February 2003 until his termination in mid-October 2003. Carmike learned, only after this alleged harasser had stopped working for Carmike that he had a criminal record relating to indecent liberties with a minor. In its lawsuit, the EEOC seeks injunctive and monetary relief, including compensatory and punitive damages and costs. Carmike filed its answer and defenses to the EEOC’s complaint on November 15, 2004. On or about November 4, 2004, a motion to intervene was filed on behalf of five claimants and family members/guardians of five other claimants. The proposed complaint submitted with the motion to intervene included claims under state and federal law, including claims of negligent hiring, promotion, and retention, negligent training and supervision, assault, intentional and negligent infliction of emotional distress, sexual harassment, and retaliation/constructive discharge. In the proposed complaint, the intervenors seek injunctive and monetary relief, including compensatory and punitive damages, attorneys’ fees, and costs. The motion to intervene was granted on

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November 23, 2004 and the intervenors served their complaint on December 9, 2004. Carmike timely answered the intervenors’ complaint on January 14, 2005. Thereafter, an eleventh claimant moved to intervene. His motion to intervene was granted on March 28, 2005 and he served a complaint (very similar to the other intervenors’ complaints) on April 19, 2005. The case is now in the discovery period.

     We are prepared to defend these claims vigorously and believe that resolution of these claims will not have a material adverse effect on our business or financial position. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may have a material adverse effect on our results of operation in a particular period.

NOTE 12- IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123(R), Share Based Payment (“SFAS 123(R)”). SFAS 123(R) revises FASB Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. In addition, FAS 123(R) supercedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and amends FASB Statement of Financial Accounting Standards No. 95, Statement of Cash Flows (“SFAS 95”).

     SFAS 123(R) requires companies to use fair value to measure stock-based compensation awards and cease using the “intrinsic value” method of accounting, which APB No. 25 allowed, and resulted in no expense for many awards of stock options where the exercise price of the option equaled the price of the underlying stock at grant date. The fair value of the award is not remeasured after its initial estimation on the grant date (except under specific circumstances).

     SFAS 123(R) must be adopted no later than the beginning of the Company’s 2006 fiscal year. Based on our valuation under the Black-Scholes option valuation model, presently used by the Company and still appropriate under SFAS 123(R), the Company estimates additional compensation expense from adoption to be approximately $1.0 million for the years ended December 31, 2005 and 2006. The Company will evaluate other valuation methods, prior to implementation, to determine the most appropriate for the Company.

NOTE 13 — RECLASSIFICATIONS

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

NOTE 14 — SUBSEQUENT EVENTS: ACQUISITION AND REFINANCING

     On April 19, 2005, the Company announced it had entered into an agreement with Georgia G. Kerasotes Corporation (“GKC Theatres”) to acquire 100% of the stock of GKC Theatres for $66 million. The transaction is expected to close in May 2005, subject to the completion of final due diligence, customary closing conditions and regulatory approvals. As of March 31, 2005, GKC Theatres operated 30 theatres with 263 screens in Illinois, Michigan, Indiana and Wisconsin.

     On April 28, 2005, the Company announced that it has received a commitment from Bear Stearns Corporate Lending, Inc. to provide $455 million in new senior secured credit facilities. The facilities will include a $100 million five year revolving credit facility and $355 million in term loan facilities. The term loan facilities will consist of a fully drawn $170 million seven year maturity term loan and a $185 million delayed draw term loan with a twenty-four month commitment.

     The Company intends to use the proceeds from the facilities to fund the acquisition of GKC Theatres, to repay borrowings under the Company’s current $98.750 million term loan, for general corporate purposes and to fund potential future acquisitions. The refinancing is expected to close not before May 18, 2005 and no later than June 15, 2005.

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

EMERGENCE FROM CHAPTER 11

     On January 4, 2002, the United States Bankruptcy Court for the District of Delaware entered an order confirming our Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of November 14, 2001 (the “Plan”). The Plan became effective on January 31, 2002. A description of the Plan is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Our Reorganization.” On February 11, 2005, the Company filed a motion seeking an order entering a final decree closing the bankruptcy cases. On March 15, 2005, the United States Bankruptcy Court of the District of Delaware entered a final decree closing the bankruptcy cases.

RESULTS OF OPERATIONS

Comparison of Three Months Ended March 31, 2005 and 2004

     Revenues.

     The Company collects substantially all of its revenues from the sales of admission tickets and concessions. The table below provides a comparative summary of the operating data for this revenue generation.

                 
    For the three months ended  
    March 31, 2005     March 31, 2004  
Average theatres
    281       294  
Average screens
    2,187       2,229  
Average attendance per screen
    5,832       6,955  
Average admission price
  $ 5.30     $ 5.13  
Average concession sales per patron
  $ 2.45     $ 2.17  
Total attendance (in thousands)
    12,754       15,502  
Total revenues (in thousands)
  $ 101,683     $ 116,928  

     Total revenues for the three months ended March 31, 2005 compared to the three months ended March 31, 2004 decreased 13.0%. This decrease is due to a 17.7% decrease in total attendance partially offset by increases in average admission prices and average concession prices. The decrease in attendance was driven by a lack of high grossing films compared to the same period in 2004. We operated 281 theatres with 2,187 screens at March 31, 2005 compared to 291 theatres with 2,219 screens at March 31, 2004.

     The table below shows the activity of theatre openings and closures for the three months ended March 31, 2005.

                         
                    Average Screens/  
    Theatres     Screens     Theatre  
Total at December 31, 2004
    282       2,188       7.8  
Reopens
    2       16          
Closures
    (3 )     (17 )        
 
                   
Total at March 31, 2005
    281       2,187       7.8  
 
                 

     The closure shown above was the result of a normal lease expiration. The Company incurred no additional liability due to this closure.

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     The following table sets forth the percentage of total revenues represented by certain items reflected in our consolidated statement of operations for the periods indicated:

                 
    Three Months Ended  
    March 31,
    2005     2004
Revenues:
               
Admissions
    66.5 %     68.0 %
Concession & Other
    33.5       32.0  
 
           
Total Revenue
    100.0       100.0  
Cost and expenses:
               
Film exhibition costs (1)(2)
    52.4 %     45.7 %
Concession costs (2)
    10.5       11.0  
Other theatre operating costs
    43.7       38.1  
General and administrative
    5.0       3.2  
Depreciation expenses
    8.1       7.2  
Gain on sales of property and equipment
          (0.3 )
 
           
Total costs and expenses
    95.1       82.9  
 
           
Operating income
    4.9       17.1  
Interest expense
    6.5       7.1  
Loss on extinguishment of debt
          8.2  
 
           
Income (loss) before reorganization costs and income taxes
    (1.6 )     1.8  
Reorganization benefit
    (2.4 )     (0.6 )
 
           
Net income before income taxes
    0.7       2.4  
Income tax expense
    0.3       0.9  
 
           
Net income available for common stockholders
    0.4 %     1.5 %
 
           


(1)   Film exhibition costs include advertising expenses net of co-op reimbursements.
 
(2)   All costs are expressed as a percentage of total revenues, except film exhibition costs, which are expressed as a percentage of admission revenues, and concession costs, which are expressed as a percentage of concession and other revenues.

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     The table below summarizes operating expense data for the periods presented.

                         
    For the three months ended  
                    % variance  
    March 31,     March 31,     favorable/  
(in thousands)   2005     2004     (unfavorable)  
Film exhibition costs
  $ 35,382     $ 36,322       2.6 %
Concession costs
  $ 3,596     $ 4,126       12.8 %
Other theatre operating costs
  $ 44,434     $ 44,570       0.3 %
General and administrative expenses
  $ 5,068     $ 3,765       (34.6 %)
Depreciation expenses
  $ 8,264     $ 8,451       2.2 %
(Gain)/loss on sales of property and equipment
  $ (2 )   $ (305 )     (99.3 %)

     Film exhibition costs fluctuate in direct relation to the increases and decreases in admissions revenue. The decrease in film exhibition costs for the three months ended March 31, 2005, was due to the decrease in admissions for the period, partially offset by higher per-film rental rates. As a percentage of admissions revenue, film exhibition costs were 52.4% for the three months ended March 31, 2005 as compared to 45.7% for the three months ended March 31, 2004.

     Concessions costs fluctuate with the changes in concessions revenue. As a percentage of concessions and miscellaneous revenues, concession costs were 10.5% for the three months ended March 31, 2005 as compared to 11.0% for the three months ended March 31, 2004.

     Other theatre operating costs for the three months ended March 31, 2005 were relatively flat compared to the three months ended March 31, 2004.

     General and administrative expenses for the three months ended March 31, 2005 increased 34.6% compared to the three months ended March 31, 2004 due to professional fees related to Sarbanes-Oxley compliance and overall increases in other expenses.

     Depreciation expenses for the three months ended March 31, 2005 decreased 2.2% compared to the three months ended March 31, 2004. This decrease reflects the effect of older assets reaching maturity partially offset by the purchases of fixed assets during 2004.

     The gain on sales of property and equipment for the three months ended March 31, 2005 amounted to $2,000 compared to a gain of $305,000 for the three months ended March 31, 2004. This change reflects the reduction in sales of assets for the current period.

     Operating Income. Operating income for the three months ended March 31, 2005 decreased 75.3% to $4.9 million compared to $20.0 million for the three months ended March 31, 2004. As a percentage of revenues, operating income for the three months ended March 31, 2005 was 4.9% compared to 17.1% for the three months ended March 31, 2004.

     Interest expense. Interest expense for the three months ended March 31, 2005 decreased 20.5% to $6.6 million from $8.3 million for the three months ended March 31, 2004. The decrease is related to lower indebtedness and the lower interest rate benefits obtained through our debt refinancing that closed on February 4, 2004.

     Loss on extinguishment of debt. On February 4, 2004, the Company refinanced its debt which resulted in the write-off of $1.8 million of loan fees related to the post-bankruptcy credit facilities and a pre-payment premium on the retirement of its 10.375% senior subordinated notes of $7.8 million for the three months ended March 31, 2004.

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     Income tax expense. We recognized income tax expense of $328,000 for the three months ended March 31, 2005, representing a combined federal and state tax rate of 38.0%, compared to income tax expense of $1.1 million for the three months ended March 31, 2004, representing a combined federal and state tax rate of 37.5%.

     Reorganization benefits. We recognized reorganization benefit of $2.4 million for the three months ended March 31, 2005, compared to reorganization benefit of $.7 million for the three months ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     Our revenues are collected in cash and credit card payments. Because we receive our revenue in cash prior to the payment of related expenses, we have an operating “float” which partially finances our operations. Our current liabilities exceeded our current assets by $26.0 million as of March 31, 2005, as compared to December 31, 2004 when our current assets exceeded our current liabilities by $2.8 million. The working capital deficit is related to the lower revenues and increased uses of cash for construction related activity. The deficit will be funded through cash on hand, anticipated operating cash flows and the ability to draw from our revolving credit agreement. At March 31, 2005, we had available borrowing capacity of $50 million under our revolving credit facility.

     On March 7, 2005, we entered into an amendment to our revolving credit agreement to allow us to make or incur consolidated capital expenditures of $40 million in fiscal year 2004 and $50 million in each fiscal year thereafter, plus the carry-over of any unused capital expenditures from the previous fiscal year.

     During the three months ended March 31, 2005, we made capital expenditures of approximately $25.5 million. Our total budgeted capital expenditures for 2005 are $50.0 million, which we anticipate will be funded by using operating cash flows, available cash from our revolving credit facility and landlord-funded new construction and theatre remodeling, when available. We expect that substantially all of these capital expenditures will continue to consist of new theatre construction and theatre remodeling. Our capital expenditures for any new theatre generally precede the opening of the new theatre by several months. In addition, when we rebuild or remodel an existing theatre, the theatre must be closed, which results in lost revenue until the theatre is reopened. Therefore, capital expenditures for new theatre construction, rebuilds and remodeling in a given quarter may not result in revenues from the new theatre or theatres for several quarters.

     Net cash used in operating activities was $5.7 million for the three months ended March 31, 2005 compared to $20.1 million for the three months ended March 31, 2004. This change is principally due to lower after tax income and a reduction in cash used for working capital items, as well as the vesting of a portion of the stock grants issued under the 2002 Stock Plan.

     The Company delivered 367,250 shares to management on January 31, 2005 in conjunction with the 2002 Stock Plan. In order to satisfy the federal and state withholding requirements on these shares, the Company retained 146,620 of these shares in the treasury and remitted the corresponding tax withholding in cash on behalf of the stock recipient.

     Net cash used in investing activities was $25.5 million for the three months ended March 31, 2005 compared to $2.8 million for the three months ended March 31, 2004. This increased use of cash is related to our increased capital expenditures program. The Company has under construction projects that will result in 17 additional auditoriums at existing locations, 78 screens at new theatres and 100 screens that are being remodeled.

     For the three months ended March 31, 2005, net cash used in financing activities was $8.5 million compared to net cash provided by financing activities of $8.4 million for the three months ended March 31, 2004. The use of cash for the three months ended March 31, 2005 is due to the scheduled amortization of debt, as well as the payment of cash dividends of approximately $2.1 million.

     Our liquidity needs are funded by operating cash flow, sales of surplus assets, availability under our credit agreements and short term float. The exhibition industry is very seasonal with the studios normally releasing their premiere film product during the holiday season and summer months. This seasonal positioning of film product

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makes our needs for cash vary significantly from period to period. Additionally, the ultimate performance of the film product at any time during the calendar year will have the most dramatic impact on our cash needs.

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

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

     As of March 31, 2005, we were in compliance with all of the financial covenants as defined in our debt agreements.

     As of March 31, 2005, we did not have any off-balance sheet financing transactions.

SUBSEQUENT EVENTS: ACQUISITION AND REFINANCING

     On April 19, 2005, the Company announced it had entered into an agreement with George G. Kerasotes Corporation (“GKC Theatres”) to acquire 100% of the stock of GKC Theatres for $66 million. The transaction is expected to close in May 2005, subject to the completion of final due diligence, customary closing conditions and regulatory approvals. As of March 31, 2005, GKC Theatres operated 30 theatres with 263 screens in Illinois, Michigan, Indiana and Wisconsin.

     On April 28, 2005, the Company announced that it has received a commitment from Bear Stearns Corporate Lending, Inc. to provide $455 million in new senior secured credit facilities. The facilities will include a $100 million five year revolving credit facility and $355 million in term loan facilities. The term loan facilities will consist of a fully drawn $170 million seven year maturity term loan and a $185 million delayed draw term loan with a twenty-four month commitment.

     The Company intends to use the proceeds from the facilities to fund the acquisition of GKC Theatres, to repay borrowings under the Company’s current $98.750 million term loan, for general corporate purposes and to fund potential future acquisitions. The refinancing is expected to close not before May 18, 2005 and no later than June 15, 2005.

SEASONALITY

     Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues. However, movie studios are increasingly introducing more popular film titles throughout the year. In addition, in years where Christmas falls on a weekend day, our revenues are typically lower because our patrons generally have shorter holiday periods away from work or school.

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INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

     This quarterly report contains forward-looking statements within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates,” “intends,” “projects,” “should,” “will,” or similar expressions. These statements include, among others, statements regarding our strategies, sources of liquidity, the availability of film product and the opening or closing of theatres during 2005 and 2006.

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

  •   the availability of suitable motion pictures for exhibition in our markets;
 
  •   competition in our markets;
 
  •   competition with other forms of entertainment;
 
  •   identified weaknesses in internal controls and procedures under Section 404 of the Sarbanes-Oxley Act of 2002;
 
  •   the effect of our leverage on our financial condition; and
 
  •   other factors, including the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Risk Factors.”

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We are exposed to various market risks. We have floating rate debt instruments and, therefore, are subject to the market risk related to changes in interest rates. Interest paid on our debt is largely subject to changes in interest rates in the market. Our revolving credit facility and our five-year term loan credit facility are based on a structure that is priced over an index or LIBOR rate option. An increase of 1% in interest rates would increase the interest expense on our $100 million term loan credit agreement by $1 million on an annual basis. If our $50 million revolving credit agreement was fully drawn a 1% increase in interest rates would increase interest expense $500,000 on an annual basis. The interest rate on our 7.500% senior subordinated notes is fixed and changes in interest rates will have no effect on annual interest expense.

     A substantial number of our theatre leases have increases contingent on changes in the Consumer Price Index (“CPI”). A 1.0% change in the CPI would not have a material effect on rent expense.

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

     As required by Securities and Exchange Commission rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that, in light of the material weaknesses described below, as of March 31, 2005, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level.

     As a result of these control deficiencies, management performed additional procedures to ensure that the Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in the Company’s quarterly report on Form 10-Q fairly state in all material respects the Company’s financial condition, results of operations and cash flows for the periods in accordance with generally accepted accounting principles.

     The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’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 by the company in the reports we file or submit under the Exchange Act is accumulated and communicated to our Company’s management, including our chief executive officer and 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.

Changes in Internal Control Over Financial Reporting

     There were no changes to our internal control over financial reporting during the first quarter ended March 31, 2005 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weaknesses in Internal Control Over Financial Reporting

     In its Form 10-K/A filed on May 2, 2005, the Company reported certain material weaknesses to its 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, 2004, the Company reported the following material weaknesses in its internal control over financial reporting, which continued to exist as of March 31, 2005:

  1.   As of December 31, 2004, the Company did not maintain effective controls over the accounting for and reporting of non-routine and non-systematic transactions because it did not have adequate personnel who possessed sufficient depth and experience to correctly account for such transactions in accordance with generally accepted accounting principles. As a result, the Company did not properly account for its fourth quarter acquisition of the remaining 50% interest in a limited liability company, which operates two theatres, in which the Company previously had a 50% equity investment in accordance with generally accepted accounting principles. This control deficiency resulted in immaterial misstatements to the Company’s consolidated financial statements for the year ended December 31, 2004. In addition, the Company’s lack of adequate personnel who possessed sufficient depth and experience contributed to the restatement of the Company’s Form 10-K for the year ended December 31, 2003 and its Form 10-Qs for the quarters ended

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      March 31 and June 30, 2004 to correct errors related to lease accounting primarily affecting property, plant and equipment, financing obligations, rent expense, interest expense and depreciation expense. Additionally, this control deficiency could result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected.
 
  2.   As of December 31, 2004, we did not have the appropriate level of expertise to properly calculate and review our accounting for income taxes. Specifically, the Company did not maintain effective controls over the accounting for income taxes and the determination of income taxes payable, deferred income tax assets and liabilities and the related income tax provision. This control deficiency resulted in the restatement of the Company’s Form 10-K for the year ended December 31, 2003 and its Form 10-Qs for the quarters ended March 31 and June 30, 2004, as well as adjustments to the Company’s consolidated financial statements for the quarter ended September 30, 2004 and the year ended December 31, 2004. Additionally, this control deficiency could result in a misstatement of income taxes payable, deferred income tax assets and liabilities and the related income tax provision that would result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Measures for Identified Material Weaknesses

     The Company’s planned remediation measures in connection with the material weaknesses described above include the following:

  1.   The Company will require continuing education during 2005 for the accounting and finance staff to ensure compliance with current and emerging financial reporting and compliance practices and for the tax manager to ensure compliance with current and emerging tax reporting and compliance practices.
 
  2.   The Company will utilize outside consultants, other than the Company’s independent registered public accounting firm, to assist management in its analysis of complex accounting transactions and related reporting and in the preparation of the Company’s tax provision for inclusion in the financial statements.
 
  3.   The Company will assess staffing levels and expertise in its accounting and finance areas and take the steps necessary to appropriately staff the accounting and finance departments.
 
  4.   The Company and the Audit Committee, as necessary, will consider additional items, or will alter the planned steps identified above, in order to further remediate the material weaknesses described above.

     As of the end of the period covered by this quarterly report, the Company had not implemented the remediation described above. Accordingly, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective at the end of the first quarter of 2005.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     From time to time, we are involved in routine litigation and legal proceedings in the ordinary course of our business, such as personal injury claims, employment matters, contractual disputes and claims alleging ADA violations. The Company has established a reserve of $1.0 million for potential litigation. The Company relied on the provisions of Financial Accounting Standard No. 5, Accounting for Contingencies in establishing this reserve. The Company determined that it was probable that a liability had been incurred based on the filing of a lawsuit by the EEOC as described below. Additionally, the Company determined the amount of the loss could be reasonably estimated based on the demands of the claimants. Currently, we do not have any pending litigation or proceedings that we believe will have a material adverse effect, either individually or in the aggregate, upon us.

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     On or about September 16, 2004, the Equal Employment Opportunity Commission (“EEOC”) filed a lawsuit against Carmike in the U.S. District Court, E.D. North Carolina, alleging that seven named claimants and “other similarly situated male employees” were sexually harassed by a male supervisor who worked at the Carmike 15 Theater in Raleigh, North Carolina from February 2003 until his termination in mid-October 2003. Carmike learned, only after this alleged harasser had stopped working for Carmike that he had a criminal record relating to indecent liberties with a minor. In its lawsuit, the EEOC seeks injunctive and monetary relief, including compensatory and punitive damages and costs. Carmike filed its answer and defenses to the EEOC’s complaint on November 15, 2004. On or about November 4, 2004, a motion to intervene was filed on behalf of five claimants and family members/guardians of five other claimants. The proposed complaint submitted with the motion to intervene included claims under state and federal law, including claims of negligent hiring, promotion, and retention, negligent training and supervision, assault, intentional and negligent infliction of emotional distress, sexual harassment, and retaliation/constructive discharge. In the proposed complaint, the intervenors seek injunctive and monetary relief, including compensatory and punitive damages, attorneys’ fees, and costs. The motion to intervene was granted on November 23, 2004 and the intervenors served their complaint on December 9, 2004. Carmike timely answered the intervenors’ complaint on January 14, 2005. Thereafter, an eleventh claimant moved to intervene. His motion to intervene was granted on March 28, 2005 and he served a complaint (very similar to the other intervenors’ complaints) on April 19, 2005. The case is now in the discovery period.

     We are prepared to defend these claims vigorously and believe that resolution of these claims will not have a material adverse effect on our business or financial position. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may have a material adverse effect on our results of operation in a particular period.

     On August 8, 2000, we and our subsidiaries Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military Services, Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On January 4, 2002, the Bankruptcy Court entered an order confirming our Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Plan”), dated as of November 14, 2001. The Plan became effective on January 31, 2002. On February 11, 2005, the Company filed a motion seeking an order entering a final decree closing the bankruptcy cases. On March 15, 2005, the United States Bankruptcy Court of the District of Delaware entered a final decree closing the bankruptcy cases.

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.

     None.

ITEM 5. OTHER INFORMATION.

     In a Current Report on Form 8-K filed on March 28, 2005, we announced that on March 7, 2005 we entered into an amendment to our revolving credit agreement to allow us to make or incur maintenance consolidated capital expenditures and discretionary consolidated capital expenditures of $40 million in fiscal year 2004 and $50 million in each fiscal year thereafter, plus any carry over discretionary capital expenditures from the previous fiscal year.

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ITEM 6. EXHIBITS.

     
Exhibit    
Number   Description
2.1
  Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
 
   
2.2
  Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed December 11, 2001 and incorporated herein by reference).
 
   
2.3
  Stock Purchase Agreement, dated as of April 19, 2005, by and among Carmike and each of Beth Kerasotes (individually and as executor and trustee under the will of George G. Kerasotes) and Marjorie Kerasotes, the shareholders of George G. Kerasotes Corporation, a Delaware corporation.
 
   
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).
 
   
4.1
  Indenture, dated as of February 4, 2004, among Carmike Cinemas, Inc., each of the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as Trustee (filed as Exhibit 4.2 to Carmike’s Current Report on Form 8-K filed February 20, 2004 and incorporated herein by reference).
 
   
4.2
  Exchange and Registration Rights Agreement, dated as of February 4, 2004, among Carmike Cinemas, Inc., each of the Guarantors named therein and Goldman, Sachs & Co. (filed as Exhibit 4.3 to Carmike’s Current Report on Form 8-K filed February 20, 2004 and incorporated herein by reference).
 
   
4.3
  Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
 
   
10.1
  Amendment No. 1 to Credit and Guarantee Agreement dated as of March 7, 2005, among the Company, the Guarantors named therein, Wells Fargo Foothill, Inc., as Administrative Agent and Collateral Agent and the Lenders as defined therein (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
10.2
  Indemnification Agreement, effective as of December 10, 2004, by and between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed on January 24, 2005 and incorporated herein by reference).
 
   
10.3
  2004 Annual Cash Bonuses for Carmike’s Named Executive Officers (filed as Exhibit 99.1 to Carmike’s Current Report on Form 8-K filed March 28 2005 and incorporated herein by reference).
 
   
10.4
  2005 Base Salaries for Carmike’s Named Executive Officers (filed as Exhibit 99.2 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
10.5
  Non-Employee Director Compensation Package (filed as Exhibit 99.3 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
11
  Computation of per share earnings (provided in Note 9 to the Notes to Consolidated Financial Statements included in this report under the caption “Earnings Per Share”).
 
   
31.1
  Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities

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Exhibit    
Number   Description
  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
  Certification 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
  Certification 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 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: May 10, 2005
  By:   /s/ Michael W. Patrick
       
      Michael W. Patrick
President, Chief Executive Officer and Chairman of the Board of Directors (Duly Authorized Officer)
(Principal Executive Officer)
 
       
Date: May 10, 2005
  By:   /s/ Martin A. Durant
       
      Martin A. Durant
Senior Vice President — Finance,
Treasurer and Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT INDEX

     
Exhibit    
Number   Description
2.1
  Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit 99 to Carmike’s Current Report on Form 8-K filed November 19, 2001 and incorporated herein by reference).
 
   
2.2
  Debtors’ Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, dated November 14, 2001 (filed as Exhibit T-3E1 to Carmike’s Form T-3 filed December 11, 2001 and incorporated herein by reference).
 
   
2.3
  Stock Purchase Agreement, dated as of April 19, 2005, by and among Carmike and each of Beth Kerasotes (individually and as executor and trustee under the will of George G. Kerasotes) and Marjorie Kerasotes, the shareholders of George G. Kerasotes Corporation, a Delaware corporation.
 
   
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).
 
   
4.1
  Indenture, dated as of February 4, 2004, among Carmike Cinemas, Inc., each of the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as Trustee (filed as Exhibit 4.2 to Carmike’s Current Report on Form 8-K filed February 20, 2004 and incorporated herein by reference).
 
   
4.2
  Exchange and Registration Rights Agreement, dated as of February 4, 2004, among Carmike Cinemas, Inc., each of the Guarantors named therein and Goldman, Sachs & Co. (filed as Exhibit 4.3 to Carmike’s Current Report on Form 8-K filed February 20, 2004 and incorporated herein by reference).
 
   
4.3
  Registration Rights Agreement, dated as of January 31, 2002, by and among Carmike Cinemas, Inc. and certain stockholders (filed as Exhibit 99.3 to Amendment No. 1 to Schedule 13D of Goldman Sachs & Co., et. al., filed February 8, 2002 and incorporated herein by reference).
 
   
10.1
  Amendment No. 1 to Credit and Guarantee Agreement, dated as of March 7, 2005, among the Company, the Guarantors named therein, Wells Fargo Foothill, Inc., as Administrative Agent and Collateral Agent and the Lenders as defined therein (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
10.2
  Indemnification Agreement, effective as of December 10, 2004, by and between Carmike Cinemas, Inc. and Fred W. Van Noy (filed as Exhibit 10.1 to Carmike’s Current Report on Form 8-K filed on January 24, 2005 and incorporated herein by reference).
 
   
10.3
  2004 Annual Cash Bonuses for Carmike’s Named Executive Officers (filed as Exhibit 99.1 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
10.4
  2005 Base Salaries for Carmike’s Named Executive Officers (filed as Exhibit 99.2 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
10.5
  Non-Employee Director Compensation Package (filed as Exhibit 99.3 to Carmike’s Current Report on Form 8-K filed March 28, 2005 and incorporated herein by reference).
 
   
11
  Computation of per share earnings (provided in Note 9 to the Notes to Consolidated Financial Statements included in this report under the caption “Earnings Per Share”).

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Table of Contents

     
Exhibit    
Number   Description
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
  Certification 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
  Certification 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.

30

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