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):

November 1, 2010

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 November 1, 2010, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2010. The press release contains information about the Company’s financial condition at September 30, 2010 and results of operations for the three and nine months ended September 30, 2010. 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, the implementation of Big-D large format locations, the growth of Screenvision, box office performance, the 3-D film release schedule, fourth quarter and fiscal year 2010 performance and the Company’s 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 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2010, 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 November 1, 2010.

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: November 1, 2010	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 November 1, 2010.

EX-99.1

EXHIBIT 99.1

NEWS ANNOUNCEMENT

Webcast/Conference Call TODAY, Monday, November 1 at 5:00 p.m. ET
WEBCAST LINK:	www.carmikeinvestors.com (archived for 30 days)
CALL DIAL-IN:	800/891-3493 or 212/231-2900 (international callers)
CALL REPLAY:	800/633-8284 or 402/977-9140; passcode: 21485637 (through November 8)

Carmike Cinemas Reports Profitable 2010 Q3 Results

Theatre Level Cash Flow and Adjusted EBITDA Increase over 12%

Screenvision Transaction Completed

COLUMBUS, GA – November 1, 2010 — Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3D motion picture exhibitor, today reported results for the three months ended September 30, 2010, as summarized below.

SUMMARY FINANCIAL DATA

(unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2010		2009			2010			2009
Total revenue	$	124.8	$	122.3		$	376.4		$	377.0
Operating income (loss)		6.8		(12.9	)		18.6			4.1
Interest expense		8.8		7.6			27.5			25.3
Theatre level cash flow (1) (2)		18.8		16.7			60.6			64.3
Net income (loss)		0.5		(20.7	)		(9.4	)		(21.8	)
Adjusted net income (loss) (1) (2)		0.8		(3.5	)		(1.9	)		0.8
Adjusted EBITDA (1) (2)		14.4		12.8			46.9			52.6

(in millions)	Sept. 30, 2010		Dec. 31, 2009
Total debt (1)	$	354.0	$	369.1
Net debt (1)	$	349.5	$	343.4

(1) Theatre level cash flow, adjusted net income (loss), adjusted EBITDA, total debt and net debt are supplemental non-GAAP financial measures. Reconciliations of theatre level cash flow and adjusted EBITDA to net income and adjusted net income (loss) to net income (loss) for the three and nine months ended September 30, 2010 and 2009, as well as a schedule of total debt and net debt, are included in the supplementary tables accompanying this news announcement.

(2) Theatre level cash flow, adjusted net income (loss) and adjusted EBITDA exclude impairment of long lived-assets, loss on extinguishment of debt, separation agreement charges, and discontinued operations, as well as the impact of

recording $1 million of sales and use taxes during the nine month period ending September 30, 2010 identified as a result of an audit. The underpayment of such taxes occurred primarily in 2005 and 2006.

“We’re pleased to report significant year-over-year cash flow and earnings improvements in the third quarter, particularly given our reduced screen count compared to the same period in 2009. Nearly 85% of the top line revenue growth was retained in Theatre Level Cash Flow, a clear indication that costs were held in check and incremental revenues improved our profitability. We averaged 40 less screens in the quarter compared to last year and believe our strategy of closing underperforming locations and focusing on the patron movie-going experience is working. During the third quarter, Carmike’s box office receipts increased 2.7% on a per screen basis, compared to the prior year period. Despite a solid 3-D slate of movies during the quarter, the mix of 2-D product did not perform as well in our markets. Certain high-grossing movies such as “Inception” and “Salt” performed well in large metropolitan markets but significantly underperformed in small towns,” stated Carmike Cinemas President and Chief Executive Officer David Passman.

“During the third quarter, approximately 23 percent of our box office revenues came from 3-D presentations and with ten titles in the fourth quarter and more than 30 anticipated next year we are working to meet the increasing demand. We installed over 40 additional 3-D screens, finishing the period with 591 3-D-compatible auditoriums. We will also be opening more of our proprietary BigD brand, large format 3-D auditoriums throughout the coming months.”

THEATRE PERFORMANCE STATISTICS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Average theatres		240		246		242		248
Average screens		2,244		2,284		2,266		2,286
Average attendance per screen (1)		5,576		5,567		16,252		17,129
Average admission per patron (1)	$	6.61	$	6.46	$	6.78	$	6.45
Average concessions/other sales per patron (1)	$	3.36	$	3.17	$	3.44	$	3.20
Total attendance (in thousands) (1)		12,511		12,713		36,831		39,164
Total revenue (in thousands)	$	124,794	$	122,253	$	376,385	$	376,980

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

In aggregate, Carmike’s patrons spent an average of $9.97 per visit during the third quarter, up 3.5 percent compared to the year-ago period. Average admissions rose 2.3 percent to $6.61, with 3-D premiums driving the year-over-year rise. Concessions and other revenue per patron also rose for the third consecutive quarter, increasing 6.0 percent to $3.36 compared to the prior year period.

Carmike Chief Financial Officer Richard B. Hare stated, “On the expense side, film exhibition costs improved 70 basis points to 55.2 percent of admissions revenues as a result of reduced film rent costs and a decline in advertising expenses, versus 55.9 percent in the year-ago period. General and administrative expenses rose to $4.4 million, primarily as a result of increases in legal and professional fees associated with our previously announced Screenvison transaction. Carmike’s other theatre operating costs rose slightly, year-over-year, due primarily to a rise in occupancy costs and utility expenses, which was partially offset by reduced repair and maintenance costs.”

Mr. Hare continued, “Quarterly interest expense rose to $8.8 million, versus $7.6 million from the prior year period, due to an increase in interest rates, partially offset by a decrease in average debt outstanding as we voluntarily pre-paid an additional $5 million in bank debt during the third quarter. We have made $25 million in bank debt prepayments for the first nine months of 2010, reducing our balance to $238 million at quarter-end.”

“Subsequent to quarter-end, we completed an important transaction in which we extended and expanded our relationship with cinema advertising leader Screenvision. In addition to our regular periodic screen advertising payments, we will receive a $30 million up-front payment in the first quarter of 2011 and hold an approximate 20% ownership interest in the growth of Screenvision. We are excited about the new growth path Screenvision is embarking upon and we look forward to participating in the future growth and profits of that organization as digital cinema continues its rapid expansion,” concluded Mr. Passman.

Supplemental Financial Measures

Theatre level cash flow, adjusted EBITDA, adjusted net income (loss), total debt and net debt are supplemental non-GAAP financial measures used by Carmike to evaluate its operating performance. Carmike defines theatre level cash flow as Adjusted EBITDA, as defined below, plus general and administrative expenses. 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 net income (loss) is defined as net income (loss) plus impairment of long-lived assets, loss on extinguishment of debt, sales and use tax audit assessment, and separation agreement charges related to the Company’s former CEO. Carmike believes adjusted net income is an important supplemental measure of operating performance for a motion picture exhibitor because it provides a measure of core operations. 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 EBITDA is defined as net income plus income tax benefit, interest expense, depreciation and amortization, loss (income) from discontinued operations, loss on extinguishment of debt, separation agreement charges related to the Company’s former CEO, gain on sale of property and equipment, sales and use tax audit assessment, and impairment of long-lived assets. 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 (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema and 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. As of September 30, 2010, Carmike had 240 theatres with 2,241 screens in 36 states. Carmike’s digital cinema footprint reached 2,111 screens, including 200 theatres with 591 screens that are also equipped for 3-D. 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, the implementation of Big-D large format locations, the growth of Screenvision, box office performance, the 3-D release schedule, fourth quarter and fiscal year 2010 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; 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, 2009 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 Jaffoni & Collins – Investor Relations 212/835-8500 or ckec@jcir.com Richard B. Hare Chief Financial Officer 706/576-3416

CARMIKE CINEMAS, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues:
Admissions	$	82,740		$	82,011		$	249,742		$	251,985
Concessions and other		42,054			40,242			126,643			124,995
Total operating revenues		124,794			122,253			376,385			376,980
Operating costs and expenses:
Film exhibition costs		45,713			45,769			140,161			140,155
Concession costs		4,764			4,382			13,867			12,902
Other theatre operating costs		55,551			55,426			162,742			159,582
General and administrative expenses		4,365			3,879			13,669			11,744
Separation agreement charges		—			—			—			5,462
Depreciation and amortization		8,000			8,658			24,096			26,085
Gain on sale of property and equipment		(658	)		(128	)		(649	)		(278	)
Impairment of long-lived assets		220			17,188			3,944			17,188
Total operating costs and expenses		117,955			135,174			357,830			372,840
Operating income (loss)		6,839			(12,921	)		18,555			4,140
Interest expense		8,786			7,589			27,451			25,343
Loss on extinguishment of debt		5			—			2,573			—
Loss from continuing operations before income tax		(1,952	)		(20,510	)		(11,469	)		(21,203	)
Income tax expense (benefit)		(2,543	)		—			(1,984	)		—
Income (loss) from continuing operations		591			(20,510	)		(9,485	)		(21,203	)
Income (loss) from discontinued operations		(61	)		(145	)		50			(620	)
Net income (loss)	$	530		$	(20,655	)	$	(9,435	)	$	(21,823	)
Weighted average shares outstanding:
Basic		12,779			12,683			12,740			12,676
Diluted		12,794			12,683			12,740			12,676
Net income (loss) per common share (Basic and Diluted):
Income (loss) from continuing operations	$	0.05		$	(1.62	)	$	(0.74	)	$	(1.67	)
Income (loss) from discontinued operations, net of tax		(0.01	)		(0.01	)		—			(0.05	)
Net income (loss) per common share	$	0.04		$	(1.63	)	$	(0.74	)	$	(1.72	)

CARMIKE CINEMAS, INC. and SUBSIDIARIES

SUPPLEMENTARY NON-GAAP RECONCILIATIONS

THEATRE LEVEL CASH FLOW AND ADJUSTED EBITDA (Unaudited)

($ in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Net income (loss)	$	530		$	(20,655	)	$	(9,435	)	$	(21,823	)
Income tax benefit		(2,543	)		—			(1,984	)		—
Interest expense		8,786			7,589			27,451			25,343
Depreciation and amortization		8,000			8,658			24,096			26,085
EBITDA		14,773			(4,408	)		40,128			29,605
Loss (income) from discontinued operations		61			145			(50	)		620
Loss on extinguishment of debt		5			—			2,573			—
Separation agreement charges		—			—			—			5,462
Gain on sale of property and equipment		(658	)		(128	)		(649	)		(278	)
Sales and use tax audit assessment		—			—			1,000			—
Impairment of long-lived assets		220			17,188			3,944			17,188
Adjusted EBITDA	$	14,401		$	12,797		$	46,946		$	52,597
General and administrative expenses		4,365			3,879			13,669			11,744
Theatre level cash flow	$	18,766		$	16,676		$	60,615		$	64,341

TOTAL DEBT AND NET DEBT (Unaudited)

($ in thousands)

	Sept. 30, 2010			Dec. 31, 2009
Current maturities of long-term debt, capital leases and long-term financing obligations	$	4,239		$	4,261
Long-term debt, less current maturities		233,578			248,171
Capital leases and long-term financing obligations, less current maturities		116,208			116,684
Total debt	$	354,025		$	369,116
Less cash and cash equivalents		(4,510	)		(25,696	)
Net debt	$	349,515		$	343,420

ADJUSTED NET INCOME (LOSS) (Unaudited)

($ in thousands)

	Three Months Ended Sept. 30,					Nine Months Ended Sept. 30,
	2010		2009			2010			2009
Net income (loss)	$	530	$	(20,655	)	$	(9,435	)	$	(21,823	)
Impairment of long-lived assets		220		17,188			3,944			17,188
Loss on extinguishment of debt		5		—			2,573			—
Sales and use tax audit assessment		—		—			1,000			—
Separation agreement charges		—		—			—			5,462
Adjusted net income (loss)	$	755	$	(3,467	)	$	(1,918	)	$	827

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