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):

August 11, 2008

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:

¨ 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 2.02. Results of Operations and Financial Condition.

On August 11, 2008, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2008. The press release contains information about the Company’s financial condition at June 30, 2008 and results of operations for the three and six months ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

Disclosure Regarding Forward-Looking Statements

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 the Company’s 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 Form 8-K include the Company’s expectations regarding digital cinema opportunities, box office performance and the Company’s strategies, operating performance improvement plan, sources of liquidity, the availability of film product, our capital expenditures, digital cinema implementation and the opening and closing of theatres. Forward-looking statements are only predictions and are not guarantees of performance. 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 the Company’s 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:

• general economic conditions in the Company’s regional and national markets;

• the Company’s ability to comply with covenants contained in its senior secured credit agreement;

• the Company’s ability to operate at expected levels of cash flow;

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

• the Company’s ability to meet its contractual obligations, including all outstanding financing commitments;

• the availability of suitable motion pictures for exhibition in the Company’s markets;

• competition in the Company’s markets;

• competition with other forms of entertainment;

• identified weaknesses in internal control over financial reporting;

• the effect of the Company’s leverage on its financial condition; and

• prices and availability of operating supplies;

• the impact of continued cost control procedures on operating results;

• the impact of asset impairments;

• the impact of terrorist acts;

• changes in tax laws, regulations and rates;

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

• other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007, under the caption “Risk Factors”.

The Company believes 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 the Company undertakes 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 Press release, dated August 11, 2008.

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: August 11, 2008	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated August 11, 2008.

EX-99.1

Exhibit 99.1

CARMIKE CINEMAS REPORTS SECOND QUARTER 2008 RESULTS

COLUMBUS, GA – August 11, 2008 — Carmike Cinemas, Inc. (NASDAQ: CKEC) today reported results for its second quarter ended June 30, 2008.

Second Quarter Operating Results

Total revenue for the quarter ended June 30, 2008 was $118.2 million as compared to $128.1 million for the quarter ended June 30, 2007. Admissions revenue was $77.1 million for the quarter ended June 30, 2008 as compared to $83.4 million for the quarter ended June 30, 2007. Concessions and other revenue was $41.2 million for the second quarter of 2008 as compared to $44.8 million for the quarter ended June 30, 2007.

Operating income was $8.1 million for the second quarter of 2008 as compared to $11.6 million for the same period in 2007.

Theatre level cash flow was $22.5 million for the second quarter of 2008 compared to $26.3 million for the same period in 2007. General and administrative costs were $4.6 million in the second quarter of 2008 versus $5.4 million in the prior year period. Interest expense, net of interest income was $10.1 million for the second quarter of 2008 as compared to $11.9 million for the same period in 2007.

“We believe that our ongoing focus on improving Carmike’s cost structure is evident in our operating and general and administrative costs that were considerably lower than the second quarter of last year. As well, our admissions per patron increased 5.5% from the second quarter of last year,” said Michael W. Patrick, Carmike’s Chairman, President and Chief Executive Officer. “While revenues declined year over year, this was primarily the result of an overall decline in the industry box office given an unusually strong mix of film product in the prior year period, the closure of some of our underperforming theatres and no 3-D film product in this year’s second quarter.”

Net loss was $2.2 million, or $0.17 per diluted share, for the quarter ended June 30, 2008, compared to a net loss of $56.8 million, or $4.51 per diluted share, for the quarter ended June 30, 2007. Included in the 2007 quarter’s net loss was income tax expense of $ 58.4 million primarily related to the full valuation allowance to reserve deferred tax assets.

For the six months ended June 30, 2008 total revenue was $235.4 million as compared to $236.8 million for the same period in 2007. Admissions revenue was $155.5 million for the six months ended June 30, 2008 as compared to $154.9 million for the same period in 2007. Concessions

and other revenue was $79.9 million for the six months ended June 30, 2008 as compared to $81.9 million for the same period in 2007.

Operating income was $14.4 million for the six months ended June 30, 2008 as compared to $17.6 million for the same period in 2007.

Theatre level cash flow was $43.7 million for the six months ended June 30, 2008 as compared to $47.6 million for the same period in 2007. General and administrative expenses were $10.3 million for the six months ended June 30, 2008 as compared to $11.4 million for the same period in 2007. Interest expense, net of interest income was $21.2 million for the six months ended June 30, 2008 as compared to $23.7 million for the same period in 2007. Net loss was approximately $6.6 million, or $0.52 per diluted share, for the six months ended June 30, 2008, as compared to a net loss of $60.6 million, or $4.82 per diluted share, for the same period in 2007.

At June 30, 2008, Carmike’s cash and cash equivalents balance was $15.3 million versus $22.0 million at December 31, 2007. Carmike had net debt of $399.8 million at June 30, 2008 compared to net debt of $399.7 million at December 31, 2007. During the second quarter of 2008, Carmike made a $5 million unscheduled repayment of long-term debt. At June 30, 2008, Carmike had no borrowings outstanding under its five-year $50 million revolving credit facility.

Discontinued Operations

Carmike evaluates its portfolio of theatres for potential closure when a lease term is nearing expiration, a theatre is underperforming or there is an opportunity to sell assets and better deploy the invested capital. For the three and six months ended June 30, 2008 and 2007, Carmike has reported the results of operations for closed theatres, including gains or losses on disposal, as discontinued operations in its consolidated statements of operations. The cash flow from these theatres has been eliminated from Carmike’s operations, and Carmike will have no continuing involvement in their operations.

Deferred Income Tax Asset Valuation Allowance

As previously disclosed during the second quarter of 2007, Carmike determined that the recoverability of its deferred tax assets was uncertain and recorded a non-cash valuation allowance to fully reserve its deferred tax assets, as prescribed by SFAS No. 109, “Accounting for Income Taxes.” Carmike generated additional net operating losses during the six months ended June 30, 2008, and continues to believe the recoverability of its deferred tax assets is uncertain. Accordingly, no overall tax benefit was recognized in the first six months of 2008 and 2007.

Conference Call Information

Carmike will hold its second quarter 2008 earnings conference call today, Monday, August 11, 2008, at 5:00 p.m. Eastern Time to discuss the information contained in this release.

The conference call can be accessed by dialing (888) 264-8943 or for international participants (913) 981-5522. The replay of the conference call will be available until August 20, 2008, by dialing (888) 203-1112 or for international participants (719) 457-0820 and entering passcode 9954589.

This call will also be webcast live over the Internet from Carmike’s website at www.carmike.com under the Investor Relations section. The on-line replay will be available for a limited time immediately following the call.

Supplemental Financial Measures

Total debt, net debt and theatre level cash flow are supplemental non-GAAP financial measures used by Carmike to evaluate its operating performance. Total debt is defined as the sum of current maturities of long-term debt, capital leases and long-term financing obligations, long-term debt (less current maturities) and capital leases and long-term financing obligations (less current maturities). Net debt is defined as total debt less cash and cash equivalents. Carmike defines theatre level cash flow as operating income plus general and administrative expenses, depreciation and amortization and loss (gain) on sale of property and equipment. Carmike believes that theatre level cash flow is an important supplemental measure of operating performance for a motion picture exhibitor’s operations because it provides a measure of the core operations, rather than factoring in items such as general and administrative expenses and depreciation and amortization among others. In addition, Carmike believes that theatre level cash flow, as defined, is a widely accepted measure of comparative operating performance in the motion picture exhibition industry. A reconciliation of theatre level cash flow to operating income for the three and six months ended June 30, 2008 and 2007, as well as a schedule of total debt and net debt is included in the tables accompanying this press release.

About Carmike Cinemas

Carmike Cinemas, Inc. is a premiere motion picture exhibitor in the United States with 257 theatres and 2,308 screens in 36 states, as of June 30, 2008. As of June 30, 2008, Carmike had 2,170 screens on a digital-based platform, including 428 equipped with 3-D capability. Carmike’s focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000.

Disclosure Regarding Forward-Looking Statements

This press release 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 press release include our expectations regarding digital cinema opportunities, box office performance and our strategies and operating goals, including our operating performance improvement plan. Forward-looking statements are only predictions and are not guarantees of performance. 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:

• 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 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, 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 them in light of new information or future events.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues:
Admissions	$	77,057		$	83,363		$	155,492		$	154,912
Concessions and other		41,167			44,765			79,869			81,902
Total operating revenues		118,224			128,128			235,361			236,814
Operating costs and expenses:
Film exhibition costs		43,976			47,281			85,924			85,361
Concession costs		4,451			5,018			8,613			8,617
Other theatre operating costs		47,316			49,489			97,090			95,240
General and administrative expenses		4,647			5,380			10,299			11,393
Depreciation and amortization		9,235			10,420			18,471			20,015
Loss (gain) on sale of property and equipment		522			(1,068	)		533			(1,392	)
Total operating costs and expenses		110,147			116,520			220,930			219,234
Operating income		8,077			11,608			14,431			17,580
Interest expense, net		10,063			11,862			21,206			23,665
Gain on sale of investments		0			(1,678	)		0			(1,678	)
Gain (loss) from continuing operations before income taxes		(1,986	)		1,424			(6,775	)		(4,407	)
Income tax expense (benefit)		87			58,415			(81	)		56,003
Loss from continuing operations		(2,073	)		(56,991	)		(6,694	)		(60,410	)
Income (loss) from discontinued operations, net of tax		(146	)		149			134			(167	)
Net loss available for common stockholders	$	(2,219	)	$	(56,842	)	$	(6,560	)	$	(60,577	)
Weighted average shares outstanding
Basic		12,657			12,614			12,654			12,549
Diluted		12,657			12,614			12,654			12,549
Net loss per common share:
Basic	$	(0.17	)	$	(4.51	)	$	(0.52	)	$	(4.82	)
Diluted	$	(0.17	)	$	(4.51	)	$	(0.52	)	$	(4.82	)
Dividends declared per share	$	0.175		$	0.175		$	0.35		$	0.35

TOTAL DEBT AND NET DEBT (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES

(in thousands)

	June 30, 2008			December 31, 2007
Current maturities of long-term debt, capital leases and long-term financing obligations	$	4,760		$	4,648
Long term debt, less current maturities		291,977			298,465
Capital leases and long-term financing obligations, less current maturities		118,377			118,600
Total debt		415,114			421,713
Less cash and cash equivalents		(15,339	)		(21,975	)
Net debt	$	399,775		$	399,738

THEATRE LEVEL CASH FLOW (UNAUDITED)

CARMIKE CINEMAS, INC. and SUBSIDIARIES

(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2008		2007			2008		2007
Operating Income	$	8,077	$	11,608		$	14,431	$	17,580
Loss (gain) on sale of property and equipment		522		(1,068	)		533		(1,392	)
General and administrative expenses		4,647		5,380			10,299		11,393
Depreciation and amortization		9,235		10,420			18,471		20,015
Theatre level cash flow	$	22,481	$	26,340		$	43,734	$	47,596

Company Contact:

Investor Relations

203/682-8211