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):

December 11, 2007

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

Beginning on December 11, 2007, Richard B. Hare, Senior Vice President – Finance, Treasurer and Chief Financial Officer of Carmike Cinemas, Inc. (the “Company”) and Fred W. Van Noy, Senior Vice President, Chief Operating Officer and Director of the Company will deliver to certain Company investors a presentation entitled “Carmike Cinemas Investor Presentation December 2007,” which is furnished as Exhibit 99.1 and incorporated herein by reference in its entirety.

This Current Report on Form 8-K contains 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. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Examples of forward-looking statements in this presentation include the potential sale-leaseback transactions, the potential disposition of assets, the estimated value of our real estate, the amount of proceeds from these transactions, our ticket and concession price increases, our cost control measures, our strategies and operating goals, our plans regarding debt reduction, our 2008 film slate, and our capital expenditure and theater expansion/closing plans. These statements are based on beliefs and assumptions of 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. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:

• the inability to consummate the transactions described in this presentation on terms favorable to us;

• the inability to satisfy any conditions to closing or to complete any related financing in connection with the transactions described in this presentation;

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

• our ability to operate at expected levels of cash flow;

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

• competition in our markets;

• competition with other forms of entertainment;

• identified material weaknesses in internal control over financial reporting;

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

• other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 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 these in light of new information or future events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Presentation entitled “Carmike Cinemas Investor Presentation December 2007”

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: December 10, 2007	By:	/s/ Lee Champion
		Lee Champion
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Presentation entitled “Carmike Cinemas Investor Presentation December 2007”

EX-99.1

Investor Presentation

Investor Presentation

December 2007

December 2007

Exhibit 99.1

2

Disclosure Regarding

Forward-Looking Statements

This presentation contains 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. Forward-looking statements include

statements

preceded

by,

followed

by

or

that

include

the

words,

“believes,”

“expects,”

“anticipates,”

“plans,”

“estimates”

or

similar

expressions.

Examples of forward-looking statements in this presentation include the potential sale-leaseback transactions, the potential disposition of

assets, the estimated value of our real estate, the amount of proceeds from these transactions, our ticket and concession price increases, our

cost control measures, our strategies and operating goals, our plans regarding debt reduction, our 2008 film slate, and our capital expenditure

and theater expansion/closing plans. These statements are based on beliefs and assumptions of 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. Important

factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:

•

the inability to consummate the transactions described in this presentation on terms favorable to us;

•

the inability to satisfy any conditions to closing or to complete any related financing in connection with the transactions described in this

presentation;

•

our ability to comply with covenants contained in our senior secured credit agreement;

•

our ability to operate at expected levels of cash flow;

•

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

•

competition in our markets;

•

competition with other forms of entertainment;

•

identified material weaknesses in internal control over financial reporting;

•

the effect of our leverage on our financial condition; and

•

other

factors,

including

the

risk

factors

disclosed

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2006

and

our

Quarterly

Reports

on

Form

10-Q

for

the

quarters

ended

March

31,

2007,

June

30,

2007

and

September

30,

2007

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

these

in

light

of

new

information

or

future

events.

3

Agenda

•

Company Overview

•

Investment Highlights

•

Strategic Initiatives

•

Financial Review

COMPANY

COMPANY

OVERVIEW

OVERVIEW

5

America’s Home Town Exhibitor

•

One

of

the

largest

motion

picture

exhibitors

in

the

U.S.

-

270 theatres, 2,369 screens in 37 states

-

# 4 nationally in theatre locations and screen count

•

Target small-

to mid-size non-urban markets

•

Benefits of operating in smaller markets

-

Less competition from alternative entertainment opportunities

-

Lower operating costs –

including labor, occupancy,

refurbishment and land/lease costs

Investment

Investment

Highlights

Highlights

7

•

Unique niche and differentiated strategy

•

High quality theatre circuit

•

Digital rollout to drive revenue

•

Strategic initiatives aimed at improved

operations performance

•

Focus on optimizing portfolio and

monetizing assets

Strong Free

Cash Flow

Opportunity

Investment Highlights

8

Unique Niche -

Small Town Presence

2,369 screens in 270 theatres

80% of theatres in markets

with

fewer

than

100,000

people

Leased Facilities

194

71.8%

Owned Facilities

74

27.4%

Shared Ownership

2

0.8%

270

100.0%

UT

3

WA

1

MT

7

WY

2

ID

3

CO

7

NM

1

TX

10

NE

3

SD

5

IA

7

MO

1

WI

3

MN

6

ND

6

NC

30

SC

11

GA

22

FL

7

AL

15

AR

8

NY

1

MD

1

DE

1

WV

2

OH

6

IL

13

KS

1

KY

5

LA

2

MI

14

OK

9

OR

1

PA

21

TN

24

VA

8

IN

3

9

Benefits of Small to Mid-Sized Markets

•

Unique circuit evolution

requirements

•

Simple, efficient strategy of

Popcorn, Soda and a Movie

•

Hollywood’s focus on event

films, family, animation and

sequels

Do not need a 20-plex, 10-12

screens are appropriate

High concession margins and

enhanced cash flow per screen

Appeals directly to our home 

town audiences

10

Driving Low Cost Operations

Low Cost of Construction

Low Cost of Construction

+

+

Low Cost of Operation

Low Cost of Operation

+

+

Strong Margin Concessions

Strong Margin Concessions

+

+

Targeted Capital Expenditures

Targeted Capital Expenditures

(annual maintenance requirements $7-$10 million)

(annual maintenance requirements $7-$10 million)

=

=

Strong Cash flow per Screen Opportunity

Strong Cash flow per Screen Opportunity

11

12

13

Digital Strategy

•

Taking a leading role in deployment of digital cinema

•

Utilizing a turnkey solution

–

Christie provides digital projectors and servers

•

Digitizing approximately 2,200 screens, with the rollout

complete

•

Industry leader in 3-D:

–

195 theaters with 427 screens 3-D capable

14

Digital Advantages

•

Attendance maximization through

-

Enhanced clarity, brightness & color

-

Flexibility in showing feature films

-

Superior quality & reliability

-

3-D capabilities

-

Advertising opportunities (Screen Vision)

•

Revenue enhancing alternative content programming

-

Alternate content (e.g., Fox Faith)

-

Pre-recorded concerts

-

Pay-per view events

-

Sports, concerts & live events

15

3-D Releases

3-D Releases

•

Real-D deploying equipment

and financing

•

Average of 2-3x box-office

versus 2-D

•

Per ticket surcharge for 3-D

•

Approximately 7 3-D films

and events expected in 2008

16

Anticipated

films

for 2008

Strategic

Strategic

Initiatives

Initiatives

18

Strategic Plan to Rebuild

Shareholder Value

•

Maximize cash flows from existing screens

-

Improve attendance per screen metrics

-

Implementation of an aggressive pricing policy

-

Maintain focus on managing costs

•

Optimize portfolio and monetize assets

-

Close or sell underperforming theatres

-

Monetize assets via sale-leaseback transactions

-

Minimize expansion capital via build-to-suits

•

Continue to decrease financial leverage

-

Low capital requirements provide maximum liquidity and flexibility to

address leverage

-

Excess cash flows expected to be used to reduce debt

19

Maximize cash flows from existing screens:

Attendance

•

Impact of discount theaters

–

Contribute $1 million of cash flow annually

–

Close upon lease terminations

–

Sensitive to pricing

•

Difficult comparison to prior year quarter

•

Small town footprint

20

Maximize cash flows from existing screens:

Pricing Initiative

•

Initiated a Company-wide price increase on November 16

–

$0.25 to $0.50 per ticket increase

–

5% increase in concession prices

•

Opportunity to increase ticket and concession prices

–

Average ticket prices have increased over 8% for the nine month

period year to date compared to the same period last year

–

Average concession and other sales per patron have grown 32%

over past five years

•

Focused on highest margin concession products:      

Sodas and Popcorn

–

88-90% concession profit margins

th

21

Maximize cash flows from existing screens:

Maintaining Cost Focus

•

Continue operational cost control

–

Aligned quarterly incentive program

•

Broadened middle management participation in

the incentive program

•

Customized administrative performance plan

22

Optimize Portfolio:

Close or Sell Underperforming Theaters

•

Surplus land and closed theaters

–

Sold over $8 million of properties in 2007

–

12 remaining properties for sale valued at approx. $7 million

•

Higher and better use properties

–

Theaters have escalating real estate values

–

Seven properties identified -

could generate up to approx. $12 million of

proceeds

•

Underperforming theaters

–

Seven properties identified -

could generate up to approx. $7 million of

proceeds

•

Leased portfolio

–

Ongoing comprehensive review of Carmike’s portfolio of leased properties

–

Evaluating underperforming leased theaters

23

Monetize Assets

:

Sale-Leaseback

•

Evaluating monetization of assets via sale-

leaseback transactions and sale of certain assets

–

Own approximately 27% of properties

–

Total real estate portfolio estimated to have a fair

market value of $150 to $175 million

–

Credit facility allows for potential sale-leaseback

transactions up to $175 million

24

Decrease Financial Leverage

:

Capital Program

•

Efficient capital expenditures with modest

maintenance requirements

–

Estimated $25 million total capital expenditures in 2007

–

Digital installation complete

•

Shifting our expansion plans to “build to suit”

–

Higher return on capital

–

Planning four “build to suit”

developments in 2008

•

Partnering with REITs

and other developers

25

Decrease Financial Leverage

:

Debt Reduction

•

Low capital requirements provide maximum

liquidity and flexibility to address leverage

•

Excess cash flows expected to be used to

reduce leverage

26

Financial

Financial

Highlights

Highlights

27

Theater Operations YTD through Q3 2007

Film Exhibition

35%

Concessions

4%

Other theatre

operating (1)

40%

Depreciation &

amortization

8%

Interest expense

9%

G&A

4%

Concessions &

Other

35%

Box office

65%

REVENUES

REVENUES

COSTS & EXPENSES

COSTS & EXPENSES

1

Other theatre operating costs include labor, utilities and occupancy, and facility

lease expenses

28

Theatres

2,000

2,100

2,200

2,300

2,400

2,500

Average screens in operation

2002

2003

2004

2005

2006

2007 YTD thru Q3

7.0

7.5

8.0

8.5

9.0

Average screens per theatre

2002

2003

2004

2005

2006

2007 YTD thru Q3

29

Revenues per patron

$4.40

$4.60

$4.80

$5.00

$5.20

$5.40

$5.60

$5.80

Admissions

2002

2003

2004

2005

2006

2007 YTD thru Q3

$2.00

$2.20

$2.40

$2.60

$2.80

$3.00

$3.20

Concessions and other

2002

2003

2004

2005

2006

2007 YTD thru Q3

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$7.00

$8.00

$9.00

Total revenue per patron

2002

2003

2004

2005

2006

2007 YTD thru Q3

30

Dividend History

* Once the already announced  fourth quarter 2007 dividend is paid on February 1, 2008

$0.000

$0.175

$0.350

$0.525

$0.700

$0.875

2004

2005

2006

2007*

31

31

Selected Historical Financial Results

(in millions)

For the year ended December 31,

2004

2005

2006

Box Office

331.5

$   

309.4

$   

324.3

$    

Concessions and other

163.8

159.5

171.2

Total revenues

495.3

$   

468.9

$   

495.5

$    

Theatre level cash flow

125.7

$   

98.3

$     

100.3

$    

          % of revenue

25.4%

21.0%

20.2%

General and administrative

19.2

$     

19.8

$     

29.4

$      

General and Administrative (excluding restatement expenses)¹

19.2

$     

19.8

$     

22.1

$      

          % of revenue

3.9%

4.2%

4.5%

EBITDA

106.5

$   

78.5

$     

70.9

$      

EBITDA (excluding restatement expenses)¹

106.5

$   

78.5

$     

78.2

$      

          % of revenue

21.5%

16.7%

15.8%

Interest expense

30.1

$     

35.3

$     

47.5

$      

1  

Excluded are the professional fees related to the Company's restatement of previous periods

32

32

Recent Financial Results

(in millions)

Q3-2006

Q3-2007

2006

2007

Box Office

85.5

$     

88.7

$     

242.9

$   

246.2

$      

Concessions and other

44.9

46.6

129.2

129.8

Total revenues

130.4

$   

135.3

$   

372.1

$   

376.0

$      

Theatre level cash flow

26.5

$     

29.0

$     

73.7

$     

75.8

$        

          % of revenue

20.3%

21.4%

19.8%

20.2%

General and administrative

7.5

$       

5.3

$       

23.0

$     

16.7

$        

General and Administrative (excluding restatement expenses)¹

5.7

$       

5.3

$       

16.3

$     

15.5

$        

          % of revenue

4.4%

3.9%

4.4%

4.1%

EBITDA

19.0

$     

23.7

$     

50.7

$     

59.1

$        

EBITDA (excluding restatement expenses)¹

20.8

$     

23.7

$     

57.4

$     

60.3

$        

          % of revenue

16.0%

17.5%

15.4%

16.0%

Interest expense

12.2

$     

11.8

$     

34.2

$     

35.5

$        

1  

Excluded are the professional fees related to the Company's restatement of previous periods

Through

September 30,

33

33

Balance Sheet & Cash Flow

(in millions)

As of December 31,

As of September 30,

2004

2005

2006

2006

2007

Cash & cash equivalents

56.9

$      

23.6

$        

26.0

$      

16.2

$     

23.0

$     

Property & equipment, net

467.7

$    

568.5

$      

545.1

$    

549.4

$   

530.5

$   

Total assets

651.8

$    

738.1

$      

720.6

$    

714.9

$   

641.6

$   

Total debt

1

342.9

$    

432.0

$      

440.1

$    

438.4

$   

437.6

$   

Stockholders' equity

243.1

$    

232.7

$      

203.6

$    

216.6

$   

138.9

$   

Cash flow from operations

50.6

$      

42.9

$        

38.2

$      

9.9

$       

17.5

$     

Capital expenditures

2

38.5

$      

67.9

$        

27.0

$      

13.8

$     

16.1

$     

Free cash flow3

12.1

$      

(25.0)

$      

11.2

$      

(3.9)

$     

1.4

$       

Free cash flow (excluding restatement expenses)

4

12.1

$      

(25.0)

$      

18.5

$      

2.8

$       

2.6

$       

1  

Total debt includes current maturities of long-term debt, long-term debt and capital leases and long-term financing obligations

2  

Capital expenditures are net of long-term financing arrangements

3  

Free cash flow is defined as cash flow provided or used by operations, less capital expenditures

4  

Excluded are the professional fees related to the Company's restatement of previous periods

34

34

Reconciliation of Non-GAAP Measurements

(in millions)

For the year ended December 31,

2004

2005

2006

Q3-2006

Q3-2007

2006

2007

Net income (loss)

27.9

$     

0.2

$       

(19.4)

$    

(1.0)

$      

1.9

$       

(13.6)

$    

(58.7)

$      

Depreciation and amortization

33.8

37.2

41.0

10.0

9.9

30.8

30.1

Loss (gain) on asset disposal

(2.4)

(2.6)

0.4

0.3

0.1

(0.2)

(2.0)

Impairment

0.9

2.5

5.8

-

-

-

-

Interest expense

30.1

35.3

47.5

12.2

11.8

34.2

35.5

Gain on sale of investment

-

-

-

-

-

-

(1.7)

Loss on extinguishment of debt

9.3

5.8

4.8

-

-

4.8

-

Reorganization benefit

(12.4)

(2.4)

-

-

-

-

-

Tax (benefit) expense

19.3

2.4

(9.2)

(2.5)

-

(5.3)

55.9

Cumulative change of accounting principle

-

0.1

-

-

-

-

-

General and administrative

19.2

19.8

29.4

7.5

5.3

23.0

16.7

Theatre level cash flow

125.7

$   

98.3

$     

100.3

$    

26.5

$     

29.0

$     

73.7

$     

75.8

$        

General and administrative

(19.2)

(19.8)

(29.4)

(7.5)

(5.3)

(23.0)

(16.7)

EBITDA

106.5

$   

78.5

$     

70.9

$      

19.0

$     

23.7

$     

50.7

$     

59.1

$        

Professional fees related to restatement

-

-

7.3

1.8

-

6.7

1.2

EBITDA, as adjusted for professional fees related to restatement

106.5

$   

78.5

$     

78.2

$      

20.8

$     

23.7

$     

57.4

$     

60.3

$        

Cash flow from operations

50.6

42.9

38.2

9.9

17.5

Purchase of property and equipment

(47.0)

(87.6)

(35.7)

(22.2)

(16.4)

Proceeds form long-term financing

8.5

19.7

8.7

8.4

0.3

Free cash flow

12.1

$     

(25.0)

$    

11.2

$      

(3.9)

$      

1.4

$          

Professional fees related to restatement

-

-

7.3

6.7

1.2

Free cash flow (excluding restatement expenses)

12.1

$     

(25.0)

$    

18.5

$      

-

$       

-

$       

2.8

$       

2.6

$          

Through

September 30,

35

35

•

Unique niche and differentiated strategy

•

High quality theatre circuit

•

Digital rollout to drive revenue

•

Strategic initiatives aimed at improved

operations performance

•

Focus on optimizing portfolio and

monetizing assets

Strong Free

Cash Flow

Opportunity

Investment Highlights