8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):
April 27, 2005

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-14993	58-1469127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1301 First Avenue, Columbus, Georgia	31901
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On April 27, 2005, Carmike Cinemas, Inc. (the “Company”) signed a commitment letter, including term sheet and related fee letter (collectively, the “Commitment Letter”), with Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc. (collectively, “Bear Stearns”). Pursuant to the Commitment Letter, Bear Stearns agreed to arrange and syndicate new senior secured credit facilities in an aggregate amount of $455.0 million as contemplated by the Commitment Letter.

     The new senior secured credit facilities will consist of:

•   a $170.0 million seven year term loan facility to finance the transactions described below;

•   a $185.0 million seven year delayed-draw term loan facility to be used to finance permitted acquisitions and related fees and expenses; and

•   a $100.0 million revolving credit facility available for general corporate purposes.

     The Company intends to use the $170.0 million term loan, in addition to approximately $4.5 million of available cash, to (i) fund the $66 million purchase price of the previously announced acquisition of George G. Kerasotes Corporation (“GKC Theatres”), (ii) repay borrowings under the Company’s existing $98.75 million term loan, and (iii) pay estimated fees and expenses.

     The new senior secured credit facilities will be guaranteed by the Company’s subsidiaries and secured by a perfected first priority security interest in substantially all of the Company’s present and future assets. The Company has agreed to pay Bear Stearns, among other fees and expenses, an underwriting fee as well as an alternate transaction fee if the Company finances the acquisition of GKC Theatres through another intermediary without granting Bear Stearns a right of first refusal to arrange for such financing.

     The commitment by Bear Stearns to provide the new senior secured credit facilities is subject to, among other things, the negotiation, execution and delivery of definitive documentation with respect to the new senior secured credit facilities and the satisfaction of other customary conditions precedent for financings of this type. The Company expects to enter into definitive documentation with respect to the new senior secured credit facilities not before May 18, 2005 and no later than June 15, 2005.

Item 2.02. Results of Operations and Financial Condition.

     The Company is supplementally furnishing certain historical financial information in Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

     As described in Item 1.01, on April 27, 2005, the Company entered into the Commitment Letter with Bear Stearns pursuant to which Bear Stearns agreed to arrange and syndicate new senior secured credit facilities in an aggregate amount of $455.0 million. On April 28, 2005, the Company issued a press release announcing, among other things, that it entered into the Commitment Letter. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

     The Company is supplementally furnishing certain historical financial information for the Company and GKC Theatres in Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1 Supplemental Historical Financial Information.

Exhibit 99.2 Press release, dated April 28, 2005.

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 hereunto duly authorized.

	CARMIKE CINEMAS, INC.
Date: April 28, 2005	By:	/s/ Martin A. Durant
		Martin A. Durant
		Senior Vice President – Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Supplemental Historical Financial Information.
Exhibit 99.2	Press release, dated April 28, 2005.

EX-99.1

Exhibit 99.1

Supplemental Historical Financial Information

     Carmike Cinemas, Inc. (the “Company”) is providing supplemental information regarding the results of operations and financial condition of the Company and George G. Kerasotes Corporation (“GKC Theatres”) for the year ended December 31, 2004.

     For the year ended December 31, 2004, GKC Theatres had revenues of $55.0 million, operating income of $6.7 million and net income of $3.6 million. GKC Theatres also had rent expense for the year ended December 31, 2004 of $4.2 million. The Company believes that it will be able to realize approximately $3.0 million in general and administrative cost synergies as well as additional efficiencies in film rental and concession costs from the GKC Theatres acquisition.

     EBITDA is a supplemental non-GAAP financial measure. EBITDA is defined as net income (loss) plus (a) interest expense, (b) income taxes and (c) depreciation and amortization expense. EBITDA as calculated by the Company and GKC Theatres is not necessarily comparable to similarly titled measures reported by other companies. The Company uses EBITDA and adjusted EBITDA as a measures to determine its compliance with certain covenants under its existing term loan credit agreement and revolving credit agreement and expects to use EBITDA and adjusted EBITDA (including the EBITDA of GKC Theatres following the GKC Theatres acquisition) to measure compliance with covenants under our new senior secured credit facilities. In addition, the Company believes that EBITDA is an important supplemental measure of its ability to incur and service debt and the Company’s capacity for making capital expenditures. Further, the Company believes that EBITDA is used by analysts and investors to help evaluate the Company’s overall performance and as comparative measures of operating performance in the motion picture exhibition industry.

     EBITDA: (a) does not represent net income or cash flow from operations as defined by generally accepted accounting principles (“GAAP”); (b) is not necessarily indicative of cash available to fund the Company’s cash flow needs; and (c) should not be considered as an alternative to operating income, net income (loss), net cash provided by (used in) operating activities or its other financial information determined under GAAP.

     The Company believes the line on its consolidated statement of cash flows entitled “net cash provided by operating activities,” is the most directly comparable GAAP measure to the Company’s EBITDA. The Company believes the line on GKC Theatres’ consolidated statement of cash flows entitled “net cash provided by operating activities” is the most directly comparable GAAP measure to GKC Theatres’ EBITDA. The following table reconciles EBITDA on a consolidated basis to the line on the Company’s and GKC Theatres’ consolidated statements of cash flows entitled “net cash provided by operating activities” for the year ended December 31, 2004:

Carmike Cinemas, Inc. and George G. Kerasotes Corporation
Consolidated EBITDA Reconciliation
For the year ended December 31, 2004
(unaudited)

	Carmike			GKC Theatres
	(in millions)
Net cash provided by operating activities	$	59.4		$	5.3
Changes in operating assets, liabilities and other		16.6			0.8
Gain on sales of property and equipment		1.1			—
Reorganization items		0.2			—
Non-cash deferred compensation		(5.8	)		—
Deferred income taxes		(17.6	)		(0.1	)
Income tax expense		18.2			2.2
Buyout of operating lease		—			0.2
Non-cash interest expense		(1.7	)		—
Interest expense		26.1			0.9
Impairment charge		(0.9	)		—
Loss on extinguishment of debt		9.3			—
EBITDA	$	104.9		$	9.3

EX-99.2

Exhibit 99.2

Carmike Cinemas, Inc. Announces Financing Transaction

COLUMBUS, GA — Apr 28, 2005 — Carmike Cinemas, Inc. (“Carmike”) (NasdaqNM: CKEC) announced today that it has received a commitment from Bear Stearns Corporate Lending, Inc. to provide $455 million in 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.

Carmike intends to use the proceeds from the facilities to fund the previously announced $66 million acquisition of George G. Kerasotes Corporation (“GKC Theatres”), to repay borrowings under Carmike’s current $98.750 million term loan, for general corporate purposes and to fund potential future acquisitions.

Bear Stearns will act as sole lead arranger and bookrunner for the facilities. The facilities are expected to close in May 2005.

Carmike is a premiere motion picture exhibitor in the United States with 280 theatres and 2,173 screens in 36 states, as of February 28, 2005. Carmike’s focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000. Carmike’s common stock is currently traded on the Nasdaq National Market under the ticker symbol “CKEC.” For more information visit Carmike’s website, www.carmike.com.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These forward-looking statements include, among others, statements regarding our proposed acquisition of GKC Theatres and may be indicated by words or phrases such as, “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” or similar expressions. 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. 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 risks and uncertainties include our ability to complete financing transactions described above or close the GKC Theatres acquisition or any future acquisitions. We also face other general risks, including the following: the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; the effect of our leverage on our financial condition; and other factors, including those discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The risk factors discussed are in our Form 10-K under the heading “Risk Factors” are specifically incorporated by reference in this press release.

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.

Contact:

Company contact:
Judy Russell
Director of Investor and Public Relations
706-576-2737