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 3, 2009

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 3, 2009, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2009. The press release contains information about the Company’s financial condition at June 30, 2009 and results of operations for the three and six months ended June 30, 2009. 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, expectations and future performance, 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, the 3D film release schedule, fiscal year 2009 performance and the Company’s strategies, operating performance improvement plan, sources of liquidity, expectations regarding leverage, 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, 2008, 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 3, 2009.

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 3, 2009	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 3, 2009.

EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT

Webcast/Conference Call TODAY, Monday, August 3^rd at 5:00 p.m. EDT

WEBCAST LINK: www.carmikeinvestors.com (archived for 30 days)

CALL DIAL-IN: 800/954-1051 or 212/231-2901 (international callers)

CALL REPLAY: 800/633-8284 or 402/977-9140; passcode: 21432056 (through August 10)

Carmike Cinemas Reports Diluted EPS From Continuing Operations

of $0.24 on 13.5 Percent Revenue Growth

- Strong Cash Flows Enable Further Debt Repayment Progress -

COLUMBUS, GA – August 3, 2009 — Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading digital cinema and 3D motion picture exhibitor, today reported results for the second quarter and six months period ended June 30, 2009, as summarized below.

SUMMARY (unaudited) FINANCIAL DATA

	Three Months Ended June 30,					Six Months Ended June 30,
(in millions)	2009		2008			2009			2008
Total Revenue	$	133.1	$	117.3		$	254.9		$	233.5
Operating Income		11.7		8.5			17.1			14.9
Interest Expense, net		8.7		10.1			17.8			21.2
Theatre Level Cash Flow (1)		24.2		22.5			47.7			43.7
Net Income (loss)		2.8		(2.2	)		(1.2	)		(6.6	)
Adjusted net income (loss) excluding separation agreement charges (1)		2.8		(2.2	)		4.3			(6.6	)
Adjusted EBITDA (1)		20.4		17.8			39.8			33.4

(in millions)	June 30, 2009		June 30, 2008
Total debt (1)	$	375.6	$	415.1
Net debt (1)	$	358.0	$	399.8

(1) Theatre level cash flow, adjusted EBITDA, adjusted net income (loss) excluding separation agreement charges, total debt and net debt are supplemental non-GAAP financial measures. Reconciliations of theatre level cash flow and adjusted EBITDA to operating income and adjusted net income (loss) excluding separation agreement charges to net income for the three months ended June 30, 2009 and 2008 and six months ended June 30, 2009 and 2008, as well as a schedule of total debt and net debt are included in the supplementary tables accompanying this news announcement.

“Carmike’s strong 2009 second quarter results were driven by a double-digit gain in revenue and continued G&A cost containment, which helped propel us to a solid per share profit,” stated Carmike Cinemas President and Chief Executive Officer David Passman. “We achieved a 10.8 percent increase in per screen attendance during Q2, as moviegoers continue to find great entertainment and value at our theatre complexes throughout small town America. We benefited from a very strong film slate, including two high profile 3D motion pictures – ‘Monsters v. Aliens,’ which was released at the end of Q1 by Dreamworks Animation, and Disney-Pixar’s ‘Up.’

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Carmike Cinemas, 8/3/09 page 2

The second half of 2009 looks promising as several widely anticipated 3D movies will be released that we believe should play well on Carmike’s leading digital/3D theatre platform.”

“Our solid top-line performance during the quarter, combined with cost disciplines, contributed to a 14.5 percent rise in adjusted EBITDA and a 7.8 percent increase in theatre level cash flow,” Mr. Passman continued. “Our overall goal is to make sure our patrons receive the best possible service and value – from state-of-the-art digital and 3D-capable digital projection to well-trained, personable staff, as well as a strong emphasis on theatre maintenance.”

Theatre Performance Statistics

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Average theatres		248		259		249		261
Average screens		2,286		2,318		2,288		2,329
Average attendance per screen (1)		5,984		5,402		11,562		10,632
Average admissions per patron (1)	$	6.50	$	6.16	$	6.44	$	6.30
Average concessions/other sales per patron (1)	$	3.23	$	3.29	$	3.21	$	3.24
Total attendance (in thousands) (1)		13,680		12,524		26,451		24,763
Total revenue (in thousands)		133,104		117,317		254,906		233,455

(1) Includes activity from theatres designated as discontinued operations and reported as such in the consolidated statements of operations.

Carmike’s Chief Financial Officer Richard B. Hare stated, “Carmike achieved year-over-year growth or improvement across the majority of key metrics during the 2009 second quarter. Importantly, average per screen attendance rose for the second consecutive quarter and total attendance also advanced by 9.2 percent during the period. In aggregate, theatre patrons spent an average of $9.73 per visit during Q2, up approximately three percent versus the prior-year period. Average admissions rose 5.5 percent to $6.50, benefiting from both a price increase and premium pricing for 3D, while average concessions/other was $3.23, down slightly from the year-ago $3.29 level. The per cap concessions spending figure is being impacted by our ‘Stimulus Tuesday’ program, which has helped drive attendance gains on what is historically the slowest night of the week.”

“On the expense side, we once again achieved a significant reduction in total general and administrative expenses, which fell 18.1 percent in the 2009 second quarter from the prior year period. Our G&A cost savings, combined with a 13.2 percent decline in our interest expense, enabled us to generate improved cash flow and reduce bank debt by making a voluntary $10 million bank debt pre-payment during the quarter. In aggregate, we have made $35 million in bank debt pre-payments over the past twelve months. We finished the quarter with $257.1 million of outstanding bank debt, down from $273.5 million at the end of 2008 and $295.0 million at June 30, 2008. At June 30, 2009 we remained in compliance with our debt covenant financial ratios, showing improvement in both covenant ratios for the third consecutive reporting period.”

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Carmike Cinemas, 8/3/09 page 3

Supplemental Financial Measures

Theatre level cash flow, adjusted EBITDA, adjusted net income (loss) excluding separation agreement charges, total debt and net debt 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. Adjusted net income excluding separation agreement charges is defined as net income (loss) plus one-time separation agreement charges related to the Company’s former CEO. Carmike defines theatre level cash flow as operating (loss) income plus impairment of goodwill, impairment of long-lived assets, one-time separation agreement charges related to the Company’s former CEO, 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. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and non-recurring charges. Carmike believes adjusted EBITDA is an important supplemental measure of operating performance for a Motion picture exhibitor’s operations because it provides a measure of core operations.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema and 3D cinema deployments and one of the nation’s largest motion picture exhibitors. As of June 30, 2009, Carmike had 247 theatres with 2,285 screens in 35 states. Carmike’s digital cinema footprint reaches 2,133 screens, including 192 theatres with 499 screens that are also equipped for 3D. 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 and other written or oral statements made by or on behalf of Carmike contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, 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, the 3D release schedule, fiscal year 2009 performance and our strategies and operating goals, including expectations regarding leverage and theatre-level operating improvements. 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: general economic conditions in our regional and national markets; our ability to comply with covenants contained in our senior secured credit agreement; our 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; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets;

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Carmike Cinemas, 8/3/09 page 4

competition with other forms of entertainment; and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008 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.

Contact:
Joseph Jaffoni or Robert Rinderman	Richard B. Hare
Jaffoni & Collins – Investor Relations	Chief Financial Officer
212/835-8500 or ckec@jcir.com	706/576-3416

-tables follow-

Carmike Cinemas, 8/3/09 page 5

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues:
Admissions	$	88,892		$	76,490		$	170,094		$	154,264
Concessions and other		44,212			40,827			84,812			79,191
Total operating revenues		133,104			117,317			254,906			233,455
Operating costs and expenses:
Film exhibition costs		51,178			43,655			94,456			85,251
Concession costs		4,701			4,415			8,528			8,547
Other theatre operating costs		53,007			46,776			104,242			95,974
General and administrative expenses		3,807			4,647			7,865			10,298
Separation agreement charges		—			—			5,462			—
Depreciation and amortization		8,778			9,128			17,437			18,258
(Gain) loss on sale of property and equipment		(105	)		232			(151	)		243
Total operating costs and expenses		121,366			108,853			237,839			218,571
Operating income		11,738			8,464			17,067			14,884
Interest expense		8,739			10,063			17,754			21,206
Income (loss) from continuing operations before income tax		2,999			(1,599	)		(687	)		(6,322	)
Income tax expense		—			—			—			—
Income (loss) before discontinued operations		2,999			(1,599	)		(687	)		(6,322	)
Loss from discontinued operations		(174	)		(620	)		(484	)		(238	)
Net income (loss) available for common stockholders	$	2,825		$	(2,219	)	$	(1,171	)	$	(6,560	)
Weighted average shares outstanding
Basic		12,675			12,650			12,672			12,654
Diluted		12,686			12,650			12,672			12,654
Net income (loss) per common share (Basic and Diluted):
Income (loss) from continuing operations	$	0.24		$	(0.13	)	$	(0.05	)	$	(0.50	)
Loss from discontinued operations, net of tax		(0.02	)		(0.05	)		(0.04	)		(0.02	)
Net income (loss) per common share	$	0.22		$	(0.18	)	$	(0.09	)	$	(0.52	)
Dividends declared per share	$	—		$	0.175		$	—		$	0.35

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Carmike Cinemas, 8/3/09 page 6

CARMIKE CINEMAS, INC. and SUBSIDIARIES

SUPPLEMENTARY NON-GAAP RECONCILIATIONS

THEATRE LEVEL CASH FLOW AND ADJUSTED EBITDA (Unaudited)

($ in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
Operating income	$	11,738		$	8,464	$	17,067		$	14,884
Separation agreement charges		—			—		5,462			—
(Gain) loss on sale of property and equipment		(105	)		232		(151	)		243
Depreciation and amortization		8,778			9,128		17,437			18,258
Adjusted EBITDA	$	20,411		$	17,824	$	39,815		$	33,385
General and administrative expenses		3,807			4,647		7,865			10,298
Theatre level cash flow	$	24,218		$	22,471	$	47,680		$	43,683

TOTAL DEBT AND NET DEBT (Unaudited)

($ in thousands)

	June 30, 2009			December 31, 2008
Bank debt	$	257,118		$	273,516
Capital leases and long-term financing obligations		118,552			118,734
Total debt		375,670			392,250
Less cash and cash equivalents		(17,627	)		(10,867	)
Net debt	$	358,043		$	381,383

ADJUSTED NET INCOME (Unaudited)

($ in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2009		2008			2009			2008
Net income (loss)	$	2,825	$	(2,219	)	$	(1,171	)	$	(6,560	)
Separation agreement charges		—		—			5,462			—
Adjusted net income (loss), excluding separation agreement charges	$	2,825	$	(2,219	)	$	4,291		$	(6,560	)

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