CARMIKE CINEMAS INC
8-K, 1999-01-07
MOTION PICTURE THEATERS
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                       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)     January 7, 1999
                                                -------------------------------

                              CARMIKE CINEMAS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     Delaware                       0-14993                   58-1469127  
- --------------------------------------------------------------------------------
     (State or other              (Commission               (IRS Employer
     jurisdiction of              File Number)           Identification No.)
     incorporation)



                   1301 First Avenue, Columbus, Georgia          31901
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)    (Zip Code)



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


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




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ITEM 5.  Other Events

         On January 7, 1999, Carmike Cinemas, Inc. (the "Company") issued a
press release with respect to (i) its growth strategy, (ii) anticipated fourth
quarter results, and (iii) certain restructuring and impairment charges. The
information contained in such press release is hereby incorporated by reference
into this Report.


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

           (c)  Exhibits

                99       Press Release of the Company dated January 7, 1999.





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                                   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.
                                       Registrant



                                       /s/ Michael W. Patrick               
                                       -------------------------------------
                                       Michael W. Patrick
                                       President & Chief Executive Officer


Dated:     January 7, 1999




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EXHIBIT INDEX



<TABLE>
<CAPTION>
      Exhibit
       Number     Description
      -------     -----------

      <S>         <C>                                                
         99       Press release of Carmike Cinemas, Inc. (the "Company") dated
                  January 7, 1999.
</TABLE>







<PAGE>   1



                                                                      EXHIBIT 99






FOR IMMEDIATE RELEASE
January 7, 1999
                                      CONTACT:          Philip A. Smitley
                                                        Assistant Vice President
                                                        and Controller
                                                        (706) 576-2836

                                                        Janice J. Kuntz
                                                        Fleishman-Hillard
                                                        (404) 659-4446


          CARMIKE CINEMAS, INC. PREPARES FOR GROWTH IN THE 21ST CENTURY
       Comments On Anticipated Fourth Quarter And Full-Year 1998 Results

COLUMBUS, Georgia - Carmike Cinemas, Inc. (NYSE: CKE) today announced that it is
continuing its policy of positioning the Company for solid long-term growth. The
strategy includes plans to open 382 new state-of-the-art screens featuring
stadium seating and digital sound during 1999 and to retrofit approximately 75
screens with stadium seating and updated sound systems. To improve
profitability, Carmike will close 28 older and underperforming locations.

Related to these theatre closures, the Company will recognize a restructuring
charge of approximately $33 million in the fourth quarter ended December 31,
1998. Separately, in the fourth quarter of 1998, the Company identified
impairments of asset values in the approximate amount of $37 million to $41
million at the theatres to be closed and at a number of its other theatres.
These restructuring and impairment charges, aggregating approximately $70
million to $74 million (approximately $43 million to $45 million after income
taxes), will be recognized in the fourth quarter of 1998. These charges consist
of non-cash charges of approximately $37 million to $41 million and reserves for
future cash expenditures of approximately $33 million.

Although the Company has not closed its books for the fourth quarter or
completed its annual audit process, Carmike anticipates revenues for the fourth
quarter to be approximately $118 million, up from $111.3 million for the same
period in 1997. Fourth quarter 1998 EBITDA, net of the restructuring and
impairment charges, is expected to be approximately $20 million to $21.3
million, compared with EBITDA of $18.9 million for the fourth quarter of 1997.
Excluding the effect of these charges, the Company expects net earnings for the
fourth quarter to be 


<PAGE>   2

approximately $1.3 million to $1.8 million, or about $0.11 to $0.15 per diluted
share, compared with net earnings of $2.1 million, or $0.18 per diluted share,
for the fourth quarter of 1997. This decline in fourth quarter net earnings was
primarily attributable to an increase in depreciation associated with the higher
number of screens in service during the period, an increase in interest expense
in the fourth quarter and lower theatre attendance in the month of December, as
compared to the same periods in 1997, respectively.

For the full year ended December 31, 1998, Carmike expects revenues to be
approximately $480 million, up from $458.6 million in 1997. Full-year EBITDA,
net of the restructuring and impairment charges, is expected to be approximately
$88.5 million to $89.5 million, compared with EBITDA of $89.1 million in 1997.
The Company anticipates net income, excluding the effect of these charges, of
approximately $14.2 million to $14.7 million, or approximately $1.22 to $1.26
per diluted share, compared with net income of $20.2 million, or $1.78 per
diluted share, for 1997.

Michael W. Patrick, president and chief executive officer of Carmike, stated,
"We are disappointed with the low attendance for December, even though the rest
of fourth quarter attendance ran ahead of expectations." He added, "Carmike is
pursuing growth opportunities in secondary markets and upgrading existing
facilities to meet growing customer demand for state-of-the-art venues. The
charge related to planned theatre closures is consistent with the industry trend
of closing older, smaller multi-plexes. We believe that over time this strategy
will result in increased growth and profitability."

Carmike Cinemas, Inc. is the nation's third largest motion picture exhibitor in
terms of the number of screens operated, and operates 2,752 screens at 488
locations in 36 states.


Note regarding Private Securities Litigation Reform Act: Except for historical
information contained herein, this press release contains forward-looking
statements that involve a number of risks and uncertainties. Actual results
could differ materially from those indicated by such forward-looking statements
due to a number of factors, including the level of consumer spending, the
strength of the motion picture and entertainment industry and the risks detailed
from time to time in statements and reports which Carmike Cinemas, Inc. has
filed with the Securities and Exchange Commission.


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