ADVFN Logo

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers
Carmike Cinemas, Inc.

Carmike Cinemas, Inc. (CKEC)

33.40
0.00
(0.00%)
Closed March 29 04:00PM
0.00
0.00
(0.00%)

Unlock more advanced trading tools

Join ADVFN today

Key stats and details

Current Price
33.40
Bid
33.00
Ask
33.35
Volume
-
0.00 Day's Range 0.00
0.00 52 Week Range 0.00
Previous Close
33.40
Open
-
Last Trade
Last Trade Time
Average Volume (3m)
-
Financial Volume
-
VWAP
-

CKEC Latest News

No news to show yet.
PeriodChangeChange %OpenHighLowAvg. Daily VolVWAP
10000000CS
40000000CS
120000000CS
260000000CS
520000000CS
1560000000CS
2600000000CS

Market Movers

View all
  • Most Active
  • % Gainers
  • % Losers
SymbolPriceVol.
AVTXAvalo Therapeutics Inc
$ 22.08
(364.84%)
31.9M
NXLNexalin Technologies Inc
$ 1.50
(92.31%)
11.67M
CEROCERo Therapeutics Holdings Inc
$ 3.112
(90.92%)
24.08M
BDRXBiodexa Pharmaceuticals PLC
$ 1.6201
(88.60%)
88.37M
KYCHKeyarch Acquisition Corporation
$ 12.30
(75.58%)
196.62k
BOLDBoundless Bio Inc
 14.25
(-76.24%)
767.63k
PMECPrimech Holdings Ltd
$ 1.2999
(-66.50%)
8.28M
TNXPTonix Pharmaceuticals Holding Corporation
$ 0.1816
(-44.45%)
21.92M
GMDAGamida Cell Ltd
$ 0.036
(-39.19%)
89.18M
NBSTWNewbury Street Acquisition Corporation
$ 0.042279
(-38.28%)
1.75k
NKLANikola Corporation
$ 1.035
(13.85%)
163.84M
GMDAGamida Cell Ltd
$ 0.036
(-39.19%)
89.18M
BDRXBiodexa Pharmaceuticals PLC
$ 1.6201
(88.60%)
88.37M
MARAMarathon Digital Holdings Inc
$ 22.56
(2.22%)
86.14M
AKANAkanda Corporation
$ 0.1166
(-29.29%)
80.34M

CKEC Discussion

View Posts
Enterprising Investor Enterprising Investor 7 years ago
Carmike Stockholders Approve Merger Agreement with AMC (11/15/16)

Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) announced that, at Carmike’s Special Meeting of Stockholders held today, Carmike stockholders approved the amended and restated merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”).

David Passman, Carmike Cinemas’ President and Chief Executive Officer, stated, “We are pleased with the outcome of today’s vote. In addition to providing Carmike stockholders with significant value and the opportunity to participate in the upside potential of a combined AMC-Carmike, this transaction creates an opportunity to deliver an even more compelling movie-going experience to more guests in many more locations across the country.”

More than 86% of the shares voted at the meeting were voted in favor of the merger, representing approximately 72% of Carmike’s outstanding shares as of the record date for the meeting.
The transaction remains subject to customary closing conditions, including regulatory approval, and is expected to be completed by the end of 2016 or in early 2017.

As previously announced, under the terms of the AMC merger agreement, Carmike stockholders will have the opportunity to elect to receive cash in the amount of $33.06 per share (the “cash consideration”) or 1.0819 shares of AMC Class A common stock (the “stock consideration”) for each share of Carmike common stock owned by them. This election is subject to the previously disclosed proration provisions in the AMC merger agreement, such that 70% of the total issued and outstanding shares of Carmike common stock will be converted into the right to receive the cash consideration and 30% will be converted into the right to receive the stock consideration. AMC and Carmike have previously mailed to holders of Carmike common stock and Carmike equity awards an election form and letter of transmittal to be used by such holders to make such elections. AMC and Carmike will publicly announce the deadlines to make such elections and any extensions thereof in a press release, on their websites and in a filing with the U.S. Securities and Exchange Commission (the “SEC”).

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 271 theatres with 2,923 screens in 41 states. The circuit includes 56 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 33 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Smart move(s).
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Driehaus Capital Management to Vote in Favor of Revised Carmike Cinema Offer (8/4/16)

CHICAGO, Aug. 4, 2016 /PRNewswire/ -- Driehaus Capital Management, a Chicago-based investment adviser of funds that beneficially own 2,430,578 shares of Carmike Cinemas, Inc. (NASDAQ: CKEC), today issued the following statement:

August 4, 2016

On July 25, 2016, AMC Entertainment Holdings Inc. ("AMC") revised its offer for Carmike to $33.06 per share, composed of 70% cash and 30% stock. While an improvement, we still firmly believe that this revised offer, like the one that preceded it, undervalues Carmike and does not equitably share the value created from the prospective transaction.

We are confident that Carmike's current standalone value is substantially in excess of the $33.06 per share offer. However, we are not as confident that it would be one year from today given management's focus on selling the company rather than growing it. While we have closely considered alternatives to mitigate such concerns, we are also cognizant of the high hurdle rate such an action must clear given its time intensity and potential to disrupt the underlying business. This hurdle rate was cleared at the initial $30.00 per share offer price—but, today, the answer is not as clear-cut.

In this vein, despite its inequity we have decided to vote a substantial majority of our shares in favor of the transaction.

Once again, we do believe that the deal is significantly accretive, but simply inequitable in its distribution of the spoils and unfair from a valuation perspective to Carmike's shareholders—and because we firmly believe in the deal's accretive potential, we began to establish a position in AMC's shares following the July 25 announcement of its revised proposal.

Sincerely,

K.C. Nelson
Portfolio Manager, Alternative Strategies

Matthew Schoenfeld
Assistant Portfolio Manager

Driehaus Capital Management LLC

About Driehaus Capital Management
Driehaus Capital Management LLC is a privately-held, independent investment adviser with $8.6 billion in assets under management as of July 31, 2016. The firm manages global, emerging markets and US growth equity, and alternative investment strategies. Founded in 1982 by Richard H. Driehaus, the firm serves a diverse institutional client base comprised of corporate and public pensions, endowments, foundations, sub-advisory, financial advisors and family offices, globally.

For more information, please visit www.driehaus.com.

http://www.prnewswire.com/news-releases/driehaus-capital-management-to-vote-in-favor-of-revised-carmike-cinema-offer-300309289.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Announces Amended and Restated Merger Agreement with AMC Theatres (7/25/16)

AMC to Acquire Carmike for Combination of Cash and Stock in Approximately $1.2 Billion Transaction

Represents Premium of Approximately 32% Over Carmike’s Stock Price on March 3, 2016 and an Increase of 10.2% Over AMC’s Original Cash Offer of $30 Per Share

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) (“Carmike”) announced today that it has entered into an amended and restated merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE:AMC) (“AMC”) pursuant to which AMC will acquire all outstanding shares of Carmike in cash and stock.

Under the terms of the transaction, for each outstanding share of Carmike common stock, Carmike’s stockholders will have the option to elect to receive either $33.06 in cash or 1.0819 shares of AMC’s Class A common stock. Such elections are subject to proration such that in the aggregate 30% of Carmike’s outstanding shares are exchanged for shares of AMC’s Class A common stock, and 70% of Carmike’s outstanding shares are exchanged for cash.

Based on the closing trading price of AMC’s common stock on the New York Stock Exchange on July 22, 2016, the transaction is valued at approximately $1.2 billion, including the assumption of Carmike net indebtedness. The $1.2 billion transaction value consists of approximately $585 million paid in cash and $250 million in AMC’s Class A common stock to be paid to Carmike stockholders, and AMC’s assumption of Carmike’s net debt. The total consideration to be received by Carmike stockholders under the amended and restated merger agreement represents a premium of approximately 32% over Carmike’s stock price on March 3, 2016, the last date prior to the announcement of the transaction between AMC and Carmike, and an increase of 10.2% over AMC’s original cash offer of $30 per share.

The amended and restated merger agreement has been unanimously approved by the Carmike Board of Directors, and Carmike’s Board recommends that all Carmike stockholders vote “FOR” the amended and restated merger agreement with AMC.

David Passman, Carmike President and Chief Executive Officer, said, “We are pleased to have reached this amended merger agreement with AMC, which follows extensive negotiations with AMC. The revised merger agreement provides significant additional value to Carmike stockholders and enables our stockholders to now participate in the potential upside of a combined AMC-Carmike while continuing to receive significant, premium value for their investment in Carmike. Our Board unanimously believes that this transaction is compelling and in the best interest of all Carmike stockholders.”

Approvals and Timing

The transaction is expected to be completed by the end of 2016, subject to customary closing conditions, including regulatory approval and approval by Carmike’s stockholders.

Carmike intends to adjourn the Special Meeting of Stockholders scheduled to reconvene on July 25, 2016 at 9:00 a.m. local time, at the offices of King & Spalding LLP located at 1180 Peachtree Street, N.E., Atlanta, Georgia 30309.

Carmike will disseminate a revised proxy statement/prospectus to Carmike stockholders in connection with the amended and restated merger agreement, which will provide details on when the Special Meeting of Stockholders will be reconvened. Carmike’s Board of Directors has not yet determined whether a revised record date will be set for the reconvened Special Meeting of Stockholders. However, in light of the revised transaction structure and anticipated timeline, Carmike's Board of Directors likely will set a new record date for the reconvened Special Meeting of Stockholders.

Additional Details

AMC’s revised offer has fully committed financing in place and will be funded through a combination of existing liquidity, including cash on hand, incremental debt, and equity issuance. The debt financing commitment is being provided by Citigroup Global Markets Inc. (“Citi”).

J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Carmike. King & Spalding LLP is acting as legal counsel to Carmike.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,938 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

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 Carmike’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,” “seeks” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of Carmike’s 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 Carmike’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: the occurrence of any event, change or other circumstances that could give rise to the termination of the amended and restated merger agreement; the inability to complete the proposed merger due to the failure to obtain Carmike stockholder or regulatory approval for the proposed merger or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; disruption in key business activities or any impact on Carmike’s relationships with third parties as a result of the announcement of the proposed merger; the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters delivered pursuant to the amended and restated merger agreement, or the failure of the proposed merger to close for any other reason; risks related to disruption of management’s attention from Carmike’s ongoing business operations due to the proposed merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Carmike and others relating to the amended and restated merger agreement; the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; the amount of the costs, fees, expenses and charges related to the proposed merger; adverse regulatory decisions; unanticipated changes in the markets for Carmike’s business segments; general economic conditions in Carmike’s regional and national markets; Carmike’s ability to comply with covenants contained in the agreements governing Carmike’s indebtedness; Carmike’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; Carmike’s ability to meet its contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in Carmike’s markets; competition in Carmike’s markets; competition with other forms of entertainment; the effect of Carmike’s leverage on its financial condition; 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; and financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of Carmike’s business.

Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in Carmike’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2016, under the heading “Item 1A. Risk Factors,” and in Carmike’s subsequently filed reports with the SEC, including Forms 10-Q and 8-K. Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. Carmike does not undertake to update any of these statements in light of new information or future events, except as required by applicable law.

Important Additional Information Regarding the Merger

This press release may be deemed to be solicitation material in respect of the proposed merger of Carmike with and into a wholly-owned subsidiary of AMC. In connection with the proposed merger, AMC and Carmike will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the AMC common stock to be issued in the proposed merger and a proxy statement of Carmike in connection with the proposed merger (the “Proxy Statement/Prospectus”). The proxy statement of Carmike contained in the Proxy Statement/Prospectus will replace the definitive proxy statement which Carmike previously filed with the SEC on May 23, 2016 and mailed to its stockholders on or about May 25, 2016. Each of AMC and Carmike intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Carmike and will contain important information about the proposed merger and related matters.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, CARMIKE’S STOCKHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT AMC OR CARMIKE HAS FILED OR MAY FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Carmike’s stockholders will be able to obtain, free of charge, copies of the definitive Proxy Statement/Prospectus and Registration Statement, when available, and other relevant documents filed by AMC and Carmike with the SEC, at the SEC’s website at www.sec.gov. In addition, Carmike’s stockholders may obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by Carmike with the SEC from Carmike’s website at http://www.carmikeinvestors.com/.

This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document that AMC or Carmike may file with the SEC in connection with the proposed merger.

Participation in the Solicitation

This communication does not constitute a solicitation of a proxy from any stockholder with respect to the proposed merger. However, each of AMC, Carmike and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Carmike’s stockholders with respect to the proposed merger. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the proposed merger, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus, which will replace the definitive proxy statement which Carmike previously filed with the SEC on May 23, 2016 and mailed to its stockholders on or about May 25, 2016. Additional information concerning AMC’s directors and executive officers is set forth in the definitive proxy statement filed by AMC with the SEC on March 15, 2016 and in the Annual Report on Form 10-K filed by AMC with the SEC on March 8, 2016. These documents are available to Carmike stockholders free of charge from the SEC’s website at www.sec.gov and from the investor relations section of AMC’s website at amctheatres.com. Additional information concerning Carmike’s directors and executive officers and their ownership of Carmike common stock is set forth in the proxy statement for Carmike’s most recent annual meeting of stockholders, which was filed with the SEC on April 15, 2016 and in the Annual Report on Form 10 K filed by Carmike with the SEC on February 29, 2016. These documents are available to Carmike stockholders free of charge from the SEC’s website at www.sec.gov and from Carmike’s website at http://www.carmikeinvestors.com/.

http://www.businesswire.com/news/home/20160725005360/en/Carmike-Cinemas-Announces-Amended-Restated-Merger-Agreement
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Announces Intention to Adjourn Special Meeting until July 25, 2016 (7/14/16)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) (“Carmike”) today announced that in light of ongoing discussions between Carmike and AMC Entertainment Holdings, Inc. (NYSE:AMC) (“AMC”) regarding the previously announced merger agreement between AMC and Carmike, Carmike intends to adjourn the Special Meeting of Stockholders scheduled for July 15, 2016.

Carmike intends to reconvene the Special Meeting on July 25, 2016 at 9:00 a.m. local time, at the offices of King & Spalding LLP located at 1180 Peachtree Street, N.E., Atlanta, Georgia 30309. The record date for stockholders entitled to vote at the Special Meeting remains May 18, 2016.

There can be no assurances regarding the outcome of any discussions between Carmike and AMC regarding the previously announced merger agreement.

Carmike stockholders who have questions or need assistance voting their shares can contact Innisfree M&A Incorporated, the firm assisting Carmike in its solicitation of proxies in connection with the AMC transaction, at (888) 750-5834 (toll-free).

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,938 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

http://www.businesswire.com/news/home/20160714006416/en/Carmike-Cinemas-Announces-Intention-Adjourn-Special-Meeting
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC Comments on AMC Entertainment's Acquisition of Odeon & UCI Cinemas Group, Highlights Gaping Disparity in Valuation Versus AMC's Proposed Acquisition of Carmike Cinemas (7/12/16)

NEW YORK, July 12, 2016 /PRNewswire/ -- Mittleman Brothers, LLC, one of the largest shareholders of Carmike Cinemas Inc. (NASDAQ: CKEC), which currently controls approximately 2.33 million CKEC shares, 9.6% of the total shares outstanding, alerts Carmike shareholders that the announcement made earlier today that AMC Entertainment ("AMC") will buy Odeon & UCI Cinemas Group ("Odeon-UCI") in the U.K. cites a valuation of 9.1x TTM EBITDA, but against FY 2015 EBITDA of GBP 94.8M, the multiple is 9.7x EBITDA, or 9.0x EBITDA after annual cost synergies AMC estimates will be $10M (GBP 7.7M).

This deal reveals the clear extent to which Carmike's shares are undervalued at the 6.5x EBITDA post-synergy multiple at which AMC's $30 per share cash offer values Carmike. The same 9.0x multiple applied to CKEC's post-synergy EBITDA of $170M ($135M FY 2015 EBITDA + $35M cost synergies) would yield a $47.69 per share price per CKEC share, a 59% premium to the $30 per share offered price.

Carmike's adjusted EBITDA margin was 16.8% in FY 2015, whereas Odeon-UCI's EBITDA margin was 12.7% as per UK GAAP, and we estimate about 14.6% on US GAAP. And beyond its superior profitability, Carmike has out-performed Odeon-UCI over the past seven years on most other key metrics.

Odeon-UCI shareholders clearly benefited by a proper auction process, Carmike's shareholders had no such benefit. Odeon-UCI shareholders get ongoing participation in the upside of the combined entities via substantial AMC stock in the merger consideration; Carmike's shareholders get no AMC stock. AMC can apply its NOLs to CKEC's taxable income; AMC gets no such tax benefits from the Odeon-UCI deal.

Unaddressed remains the value of Carmike's 18% stake in Screenvision, and the tremendous value AMC would receive in additional founders' shares of National CineMedia, Inc. (roughly $260M in value) as a benefit of the transaction with Carmike, a huge benefit not available in the Odeon-UCI deal.

Simply put, there can no longer be any shadow of a doubt, Carmike's Board failed to realize anywhere close to a reasonable fair value for CKEC's non-management shareholders in this fatally flawed transaction. This AMC – Odeon-UCI deal should put to rest any questions about the validity of our call for a $40+ fair value for CKEC shares, and our view remains that anything less is a travesty of fairness.

Mittleman Brothers again encourages all Carmike Cinemas' shareholders to review our most recently filed presentation highlighting the gross deficiencies in both process and price reflected in Carmike's proposed sale to AMC. As we point out in the presentation http://www.mittlemanbrothers.com/ckecamc-opposition, CKEC has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth, and yet merely valuing CKEC at the mean EV/EBITDA trading multiple of the peer group yields a stock price in excess of $40 per share, without even considering a control premium, or the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.

Mittleman Brothers again urges all Carmike Cinemas shareholders to vote "AGAINST" this terribly unfair merger proposal before Carmike's postponed Special Meeting on July 15th.

This press release is provided for informational purposes only. Mittleman Brothers, LLC does not undertake any duty to update the information set forth herein. Mittleman Brothers is not soliciting proxies relating to the CKEC shareholder meeting and does not have the authority to vote your proxy. Mittleman Brothers urges CKEC shareholders to vote against the proposed transaction.

The information and calculations included in this press release are based on information reasonably available to Mittleman Brothers, LLC as of the date hereof. Furthermore, the information included in this press release has been obtained from sources that Mittleman Brothers, LLC believes to be reliable. However, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Mittleman Brothers, LLC, its members or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information.

This press release contains certain "forward-looking statements," which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan" and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations, and success or lack of success. All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors, any or all of which could cause actual results to differ materially from projected results. The information set forth in this press release does not constitute legal, tax, investment or other advice, or a recommendation to purchase or sell any particular security.

About Mittleman Brothers, LLC:
Mittleman Brothers, LLC, through its wholly-owned subsidiary, Mittleman Investment Management, LLC, is an SEC-registered investment adviser that provides discretionary portfolio management for high net worth individuals and institutions. For more information on the firm and its services, please visit our website at www.mittlemanbrothers.com or contact Evan Newman at 516.686.6200.

http://www.prnewswire.com/news-releases/mittleman-brothers-llc-comments-on-amc-entertainments-acquisition-of-odeon--uci-cinemas-group-highlights-gaping-disparity-in-valuation-versus-amcs-proposed-acquisition-of-carmike-cinemas-300297583.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
AMC to Buy Europe’s Odeon & UCI in Deal Helped by Weaker British Pound (7/12/16)

Carmike deal at risk because of ‘unrealistic view’ of value, U.S. theater chain says

By Austen Hufford

AMC Entertainment Holdings Inc. said Tuesday that it would acquire European movie theater operator Odeon & UCI Cinemas Group for about £500 million ($650 million) in a deal helped by the weaker British pound following the U.K.’s vote to leave the European Union.

AMC said while there are “some uncertainties” related to the Brexit vote, the decades-low exchange rate between the U.S. dollar and British pound made the deal highly favorable to AMC.

The deal comes as the U.S. theater chain works to close its delayed deal for Carmike Cinemas Inc. AMC warned that its $1.1 billion deal to buy Carmike remains at “considerable risk” because some shareholders have an “unrealistic view” of Carmike’s value to AMC.

AMC said the deal to buy Odeon & UCI would make it the world’s largest movie theater operator. Odeon & UCI operates 2,236 screens in 242 theaters across seven European countries, including in the U.K., Spain and Italy. AMC has 385 locations and 5,380 screens located primarily in the U.S.

AMC is buying the European theater operator from private-equity firm Terra Firma in a deal valued at about £921 million, including £407 million in debt. The equity part of the deal comprises 75% stock and 25% cash.

The deal is expected to close in the fourth quarter of the year and is subject to antitrust clearance by the European Commission and to consultation with the European Works Council.

“This is a once-in-a-generation opportunity to acquire Europe’s leading cinema chain,” AMC Chief Executive Adam Aron said.

London-based Odeon will continue to be based there and will retain its brand names.

AMC is working to acquire U.S.-based Carmike. Last month, a shareholder vote to approve that deal was postponed following concerns among some Carmike shareholders that the sale price was too low.

AMC said Tuesday it remains committed to the Carmike deal.

“We intend to continue to work this week with Carmike to see if the AMC/Carmike transaction can be saved, but we again note that the economics of a transaction get marginal very quickly for AMC above the $30 deal price,” the company said.

Shares of Carmike, up nearly 30% over the past 12 months, fell 1.7% to $29.23 in premarket trading. AMC shares were inactive at $27.77.

http://www.wsj.com/articles/amc-to-buy-odeon-uci-says-carmike-deal-in-jeopardy-1468325014
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers will have some explaining to do to its investors if AMC walks away.

Although the offer was low based on where CKEC once traded, the AMC offer was the only one on the table.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
AMC considers abandoning Carmike deal; Carmike delays shareholder vote (6/30/16)

By Alex Schiffer

AMC Entertainment Holdings Inc. is considering abandoning its attempt to buy Carmike Cinemas Inc. and become the nation’s largest movie theater chain, pushing the smaller company to postpone its shareholder vote on the deal.

The potential transaction “is now at considerable risk,” AMC Chief Executive Adam Aron said in a statement Thursday, the same day Carmike shareholders were scheduled to vote. “We believe that the loose price talk by some in the market about a potential transaction with Carmike has been unrealistically overstated.”

Carmike said it has rescheduled its vote for July 15 at AMC’s request. Aron said the two-week delay would provide “time for all concerned to determine if this transaction will be preserved or instead abandoned.”

AMC agreed in March to buy Carmike for $30 a share in a deal that was valued at $1.1 billion and included the assumption by AMC of Carmike’s debt.

Aron said public discussion about the deal has overlooked multiple factors — including tax implications and “the considerable weakening of the industrywide movie box office” — that from AMC’s perspective have dragged down the value of the deal.

By buying Carmike, which is based in Columbus, Ga., and has 274 locations, AMC, based in Leawood, Kan., would expand its reach to 653 theaters. The combined chain would surpass Regal Cinemas for largest in the nation.

AMC was acquired by Chinese real estate and media conglomerate Dalian Wanda Group in 2012 for $2.6 billion, creating the world's largest cinema company. Wanda owns the biggest chain in China, where the film business is booming.

AMC shares rose about 1% to close at $27.61 on Thursday. Carmike Cinemas Inc. shares dropped 1.21 % to $30.12.

http://www.latimes.com/entertainment/envelope/cotown/la-et-ct-carmike-amc-20160630-snap-story.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC owns 2,331,250 shares (6/30/16)

Controls 9.5 percent.

Total cost $ $58,407,763.27 or $25.05 per share.

https://www.sec.gov/Archives/edgar/data/799088/000089383816000135/sc13dam5mittleman063016.htm
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC Sees Carmike Cinemas' Delay of Special Meeting as Implicit Confirmation of Overwhelming Opposition to AMC Entertainment's Buyout Offer of $30 per share; Amendment to By-Laws Circumventive and Disconcerting (6/30/16)

NEW YORK, June 30, 2016 /PRNewswire/ -- Mittleman Brothers, LLC, one of the largest shareholders of Carmike Cinemas Inc. (NASDAQ: CKEC), which currently controls approximately 2.33 million CKEC shares, 9.6% of the total shares outstanding, expressed its disappointment with the decision to delay the Special Meeting of shareholders (the "Meeting") which had been scheduled for today, June 30th, 2016.

Presumably, given this decision to delay the vote, Carmike's Board has been unable to gather enough votes to adjourn the Meeting via ballots, a far less onerous voting threshold to achieve than required for approval of the merger itself. We believe this action is implicit confirmation that Carmike's shareholders overwhelmingly oppose AMC Entertainment's ("AMC") $30 per share cash take-over offer.

Carmike's shareholders have had more than enough time to consider AMC's offer, with 88 days having passed since the deal was first announced on March 3, 2016. Carmike's Board took only 57 days to negotiate and approve this low-ball offer from the first phone call from AMC's new CEO to Carmike's CEO on January 7, 2016, to the signing and announcement date on March 3rd. But now, clearly lacking votes to approve and cement this blatant undervaluation of Carmike's shares, AMC and Carmike's Board are choosing to draw out the process rather than allowing the vote to occur on schedule and properly heeding the will of the company's shareholders to terminate this fatally flawed transaction. Furthermore, that Carmike's Board, beyond their obligations in the merger agreement, yesterday amended their By-Laws to potentially permit further delays is unconscionable.

Carmike's shareholders clearly recognize that selling the best performing major movie theater chain in North America over the past seven years, for less than 8x EBITDA, makes no sense whatsoever as its lesser-performing peers trade in excess of 8x EBITDA in the open market today, with no control premium.

Despite AMC's laughable assertions to the contrary, even a $40 per share valuation of CKEC, in any combination of cash and/or AMC stock, would still be immensely accretive to AMC's intrinsic value per share, and for AMC to imply otherwise, is a misleading statement. At $40 per share, even if Screenvision is valued at $0, AMC would be paying an enterprise value of 7.9x CKEC's synergy-adjusted EBITDA of $170M (2015's adj. EBITDA of $135M + $35M in projected cost synergies), that is less than the cost of AMC buying back their own stock in the open market today, and does not include the massive windfall benefit AMC would receive in additional founders' shares of National CineMedia, Inc. estimated to be worth about $260M, which pays hearty dividends to offset much of the likely associated make-whole payments. So let us repeat this easily discernible truth: even at $40 per share, the acquisition of CKEC by AMC would be immensely accretive to AMC's intrinsic value per share.

Mittleman Brothers again encourages all Carmike Cinemas' shareholders to review our most recently filed presentation highlighting the gross deficiencies in both process and price reflected in Carmike's proposed sale to AMC. As we point out in the presentation http://www.mittlemanbrothers.com/ckecamc-opposition, CKEC has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth, and yet merely valuing CKEC at the mean EV/EBITDA trading multiple of the peer group yields a stock price in excess of $40, without even considering a control premium, or the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.

Mittleman Brothers again urges all Carmike Cinemas shareholders to vote "AGAINST" this terribly unfair merger proposal before Carmike's postponed Special Meeting on July 15th.

This press release is provided for informational purposes only. Mittleman Brothers, LLC does not undertake any duty to update the information set forth herein. Mittleman Brothers is not soliciting proxies relating to the CKEC shareholder meeting and does not have the authority to vote your proxy. Mittleman Brothers urges CKEC shareholders to vote against the proposed transaction.

The information included in this press release is based on information reasonably available to Mittleman Brothers, LLC as of the date hereof. Furthermore, the information included in this press release has been obtained from sources that Mittleman Brothers, LLC believes to be reliable. However, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Mittleman Brothers, LLC, its members or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information. This press release contains certain "forward-looking statements," which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan" and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations, and success or lack of success. All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors, any or all of which could cause actual results to differ materially from projected results. The information set forth in this press release does not constitute legal, tax, investment or other advice, or a recommendation to purchase or sell any particular security.

About Mittleman Brothers, LLC:
Mittleman Brothers, LLC, through its wholly-owned subsidiary, Mittleman Investment Management, LLC, is an SEC-registered investment adviser that provides discretionary portfolio management for high net worth individuals and institutions. For more information on the firm and its services, please visit our website at www.mittlemanbrothers.com or contact Evan Newman at 516.686.6200.

http://www.prnewswire.com/news-releases/mittleman-brothers-llc-sees-carmike-cinemas-delay-of-special-meeting-as-implicit-confirmation-of-overwhelming-opposition-to-amc-entertainments-buyout-offer-of-30-per-share-amendment-to-by-laws-circumventive-and-disconcerting-300292904.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Adjourns Special Meeting until July 15 (6/30/16)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) announced that today’s Special Meeting of Stockholders that was being held in connection with Carmike’s merger agreement with AMC Entertainment Holdings, Inc. (“AMC”) was convened and adjourned. As AMC is separately announcing today, the adjournment was made at the request of AMC pursuant to the merger agreement. No business was conducted and no vote was taken on the merger agreement prior to the adjournment.

Carmike intends to reconvene the Special Meeting on July 15, 2016 at 11:00 a.m. local time, at the offices of King & Spalding LLP located at 1180 Peachtree Street, N.E., Atlanta, Georgia 30309. The record date for stockholders entitled to vote at the Special Meeting remains May 18, 2016.

Carmike stockholders who have questions or need assistance voting their shares can contact Innisfree M&A Incorporated, the firm assisting Carmike in its solicitation of proxies in connection with the AMC transaction, at (888) 750-5834 (toll-free).

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,938 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

http://www.businesswire.com/news/home/20160630005689/en/Carmike-Cinemas-Adjourns-Special-Meeting-July-15
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC Alerts Carmike Cinemas Shareholders that Proxy Advisory Firms ISS and Glass Lewis, Both Recommend Voting Against AMC Entertainment's Buyout Offer of $30 per share (6/21/16)

NEW YORK, June 21, 2016 /PRNewswire/ -- Mittleman Brothers, LLC, one of the largest shareholders of Carmike Cinemas Inc. (NASDAQ: CKEC), which currently controls approximately 2.33 million CKEC shares, 9.6% of the total shares outstanding, today announced that on Friday, June 17th, both of the major U.S. proxy advisory firms, Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co. ("Glass Lewis"), issued reports recommending that Carmike stockholders vote AGAINST AMC Entertainment's ("AMC") $30 per share cash take-over offer at Carmike's upcoming Special Meeting on June 30, 2016.

Chris Mittleman, Chief Investment Officer and Managing Partner of Mittleman Brothers, said, "We are deeply gratified that both ISS and Glass Lewis support our strong contention that Carmike's Board has agreed to sell the company for inadequate consideration and that shareholders should vote against this unfair merger proposal."

Mittleman Brothers encourages all Carmike Cinemas' shareholders to review our most recently filed presentation highlighting the gross deficiencies in both process and price reflected in Carmike's proposed sale to AMC. As we point out in the presentation http://www.mittlemanbrothers.com/ckecamc-opposition/, CKEC has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth, and yet merely valuing CKEC at the mean EV/EBITDA trading multiple of the peer group yields a stock price in excess of $40, without even considering a control premium, or the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.

Mittleman Brothers again urges all Carmike Cinemas shareholders to vote "AGAINST" this terribly unfair merger proposal before Carmike's Special Meeting on June 30, 2016.

*Mittleman Brothers has neither sought nor obtained consent from any third party to use previously published information in this press release.

This press release is provided for informational purposes only. Mittleman Brothers, LLC does not undertake any duty to update the information set forth herein. Mittleman Brothers is not soliciting proxies relating to the CKEC shareholder meeting and does not have the authority to vote your proxy. Mittleman Brothers urges CKEC shareholders to vote against the proposed transaction.

The information included in this press release is based on information reasonably available to Mittleman Brothers, LLC as of the date hereof. Furthermore, the information included in this press release has been obtained from sources that Mittleman Brothers, LLC believes to be reliable. However, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Mittleman Brothers, LLC, its members or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information.

This press release contains certain "forward-looking statements," which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan" and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations, and success or lack of success. All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors, any or all of which could cause actual results to differ materially from projected results. The information set forth in this press release does not constitute legal, tax, investment or other advice, or a recommendation to purchase or sell any particular security.

About Mittleman Brothers, LLC:
Mittleman Brothers, LLC, through its wholly-owned subsidiary, Mittleman Investment Management, LLC, is an SEC-registered investment adviser that provides discretionary portfolio management for high net worth individuals and institutions. For more information on the firm and its services, please visit our website at www.mittlemanbrothers.com or contact Evan Newman at 516.686.6200.

http://www.prnewswire.com/news-releases/mittleman-brothers-llc-alerts-carmike-cinemas-shareholders-that-proxy-advisory-firms-iss-and-glass-lewis-both-recommend-voting-against-amc-entertainments-buyout-offer-of-30-per-share-300287810.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Big Holders Pan AMC’s Bid for Carmike Cinemas (4/23/16)

The $30-a-share offer is low, based on rivals’ valuations; one bull says the shares could fetch $47.25. Also, time to take profits in Colfax.

By David Englander

In early March, Carmike Cinemas agreed to a $30-a-share cash takeover from AMC Entertainment Holdings. Ever since then, the deal, which represented a 19% premium to the stock price, has drawn opposition from Carmike shareholders.

Following the announcement, Driehaus Capital Management bought 8% of the stock (ticker: CKEC), and filed a 13D form with the SEC, asserting that Carmike is worth $43.50 to $47.25 a share to AMC in an all-cash deal. The firm has since raised its stake to 9.9%, making it the largest holder.

Longtime holder Mittleman Brothers, too, filed a 13D, objecting to the deal. About a week ago, Mittleman raised its stake from 7.1% to 8.4%. The firm, Carmike’s second-largest investor, has stated that a $35-a-share all-in-stock offer should be the bare minimum.

Last week, Carmike’s shares, at a recent $30.09, traded just above the offer price, suggesting that investors think there’s a chance the company could receive a higher bid.

The deal values Carmike at 8.2 times 2015 earnings before interest, taxes, depreciation, and amortization. But including synergies, AMC Entertainment (AMC) would be paying only 6.5 times Ebitda. That looks too low. Rival operators Regal Entertainment Group (RGC) and Cinemark Holdings (CNK), trade for 9 and 8.4 times Ebitda. While they have better Ebitda margins, the discount still seems excessive. Carmike shareholders also won’t get a chance to benefit from any upside when the companies combine, because the deal is all cash.

While the two big holders control about 18% of the stock, it’s hard to tell if a majority of shareholders will reject the deal, forcing AMC to either raise its offer or walk away. It’s also unclear if AMC would raise its bid before a vote, which could occur by the end of this year.

In an April 8 report, Topeka Capital Markets analyst David Miller set a price target of $32, writing that the target “promotes the thin possibility that either a private equity shop or foreign buyer comes in with a competing offer.” But he added: “that does not appear likely.”

This column has covered Carmike for years, most recently recommending the stock in December, as one of our top picks of 2016. The shares are up 40% since our story ran. To be prudent, investors might want to book some profits, here, but hold on to the majority of their shares, on the chance of a sweetened offer. However, we wouldn’t buy more.

Regal and Cinemark aren’t likely to make a bid. Regal might have antitrust concerns, and Cinemark appears focused on faster-growing, international markets. Private equity, meanwhile, might be deterred by the $30 million breakup fee.

Last month, Carmike disclosed that AMC had offered $37 a share for it in March 2015, 60% in cash and 40% in stock. This is notable, because in 2014, Carmike generated only $98 million in Ebitda, versus $135 million in 2015. AMC withdrew the offer, but it could indicate a willingness to pay more now.

Carmike CEO David Passman declined to comment.

Carmike’s December quarter earnings, released on Feb. 29, were better than had been expected, with Ebitda 60% above the year-earlier level. The shares rallied 14% over the following few days, ending at $25.11 on March 3, just before the deal was disclosed. So there shouldn’t be much downside if the deal collapses.

Chris Mittleman of Mittleman Brothers contends that “$30 is where the stock should be on a trading basis, if not higher, and where it would be trading, I think, if AMC had not made their offer at this point. There is simply no discernible control premium in this deal.”

IN LATE 2015 and early this year, this column was particularly enamored with the stocks of high-quality industrials, which rely on hard-hit markets like oil and gas, and agriculture. With sentiment at rock-bottom levels, there didn’t look like anywhere to go but up.

We recommended Actuant (ATU), Clarcor (CLC), Valmont Industries (VMI), and Franklin Electric (FELE), among others. All have rebounded nicely. But none has performed as well as Colfax (CFX), up 60% since our January story on the pump and welding-products maker was published. At a recent $32.20, the shares look ripe for profit-taking.

Colfax stock has responded to a more than 50% rally in oil prices from a January low. The company sells its heavy-duty pumps to pipeline firms and to oil producers for use on drilling rigs. It also supplies welding products to oil and gas customers.

Higher petroleum prices should stabilize demand, and cost savings could help, too. Analysts look for earnings of $1.45 a share this year, and $1.62 in 2017. On those estimates, the stock trades for a not inexpensive 20 times earnings.

Analyst expectations are still low. Only four of the 18 Wall Street analysts covering the stock rate it a Buy, but 2016 estimates could rise if Colfax reports strong quarterly earnings on May 3. Even still, there might not be much room for improvement for the shares in the next year or so.

Further out, the stock could move higher, as long as Colfax’s markets rebound. Analysts forecast earnings of $2.15 a share in 2019, which could put the shares in the $40s. But that’s still a ways out. Seems like a good time to lighten up on the stock.

http://www.barrons.com/articles/big-holders-pan-amcs-bid-for-carmike-cinemas-1461386989
👍️0
Enterprising Investor Enterprising Investor 8 years ago
All shares were called away.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC owns 2,070,341 shares (4/14/16)

Controls 8.4 percent.

Total cost $50,383,587.09 or $24.34 per share.

http://www.sec.gov/Archives/edgar/data/799088/000089383816000111/sc13dam2mittleman041516.htm
👍️0
Enterprising Investor Enterprising Investor 8 years ago
AMC, Carmike CEOs See Merger Closing by Year’s End (

Deal would create nation’s largest movie-theater chain

By Erich Schwartzel

LAS VEGAS—The proposed merger of AMC Entertainment Holdings Inc. and Carmike Cinemas Inc., creating the nation’s largest movie-theater chain, is moving through a Justice Department antitrust review despite continued shareholder scrutiny, the companies’ chief executives said Monday.

In back-to-back interviews during the annual CinemaCon convention here, AMC CEO Adam Aron and Carmike CEO David Passman said their deal is on track to close by the end of this year. The $1.1 billion tie-up, announced last month, would create a chain with more than 8,000 screens, surpassing Regal Entertainment Group as the country’s biggest exhibitor.

But some prominent Carmike shareholders have complained that the $30-a-share price undervalues that company, the fourth-biggest theater chain in the U.S. The price was about a 20% premium to the closing share price of Carmike stock on the day of the announcement.

Carmike’s largest shareholder, Mittleman Brothers LLC, said in a letter to Carmike’s board that it would oppose the price as “unacceptably low.”

Mr. Passman defended the deal during his interview, saying that Carmike had shopped around to make sure AMC was offering a fair price. He wouldn’t name the other potential buyers the company approached, saying only that they were major exhibition companies and that none of them were willing to pay more than AMC.

“We believe that there’s only one buyer,” he said. Some of the shareholder pushback to the deal can be interpreted as run-of-the-mill complaints that crop up when major acquisitions are announced, he said.

An AMC-Carmike tie-up is about the biggest deal considered possible in domestic exhibition, since any other larger acquisitions among the nation’s biggest circuits would likely face intense antitrust scrutiny.

The companies might need to abandon some locations in the roughly dozen markets where they now compete, potentially raising anticompetition concerns at the Justice Department, Mr. Passman said.

Mr. Aron at AMC declined to comment on shareholder resistance to the deal but did say he still plans to bring AMC concepts such as dine-in theaters to Carmike locations once the deal is completed. Mr. Aron is new to the job, joining earlier this year after a stint running Starwood Hotels and Resorts Worldwide Inc.

Mr. Aron is entering an industry known for tapping “lifers” for top jobs and said he hopes to bring fresh eyes to the business.

Among the business strategies he wants to bring to the theater business: more focus on customer-loyalty programs, a new look at pricing strategy and a sales force focused on major clients.

AMC is rolling out a revamped version of its loyalty program, AMC Stubs, this summer. The program and other company efforts will help the exhibitor keep a closer eye on customer data, using it to promote coming features to individual moviegoers based on their histories.

Mr. Aron is also creating a pricing department at his company to assess ways to change traditional ticket pricing—including, he speculated, the idea of charging more or less for better or worse seats, as is typical for concerts, live theater and sports matches. Patrons craning their necks in the front row might pay less, he said.

Mr. Aron is hiring a nationwide sales force that will sell group tickets to companies, schools and Little League teams—another common strategy that movie theaters haven’t adopted, he said.

It is all part of a broader effort to find revenue from new or nontraditional sources rather than wringing the most money it can out of individual releases, Mr. Aron said.

On Monday AMC announced that it is working with Atom Tickets, a startup that aims to use a mobile app to help moviegoers organize groups to go to movies together.

Mr. Aron said he is “wholly disinterested” in negotiating the finer points of film-rental fees, which determine how much ticketing revenue is split between the studio and exhibitor. The traditional 50/50 split has given way to more lopsided ratios that favor studios as blockbuster grosses have grown.

“My focus is much more on growing the pie than arguing who gets what share,” Mr. Aron said.

http://www.wsj.com/articles/amc-carmike-ceos-see-merger-closing-by-years-end-1460489940
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Call-writing strategy may soon backfire.

I have April $30 calls outstanding.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Driehaus Capital Management LLC beneficially owns 1,970,578 shares (3/22/16)

Controls 8 percent.

http://www.sec.gov/Archives/edgar/data/799088/000114036116059630/doc1.htm
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Driehaus Capital Management Issues Statement on Acquisition of Carmike Cinemas, Inc. (3/24/16)

CHICAGO, March 24, 2016 /PRNewswire/ -- Driehaus Capital Management, a Chicago-based investment adviser of funds that own 1,805,478 shares of Carmike Cinemas, Inc. (NASDAQ: CKEC), today issued the following statement:

AMC Entertainment Holding's (AMC) prospective purchase of Carmike Cinemas, Inc. (CKEC) is a unique opportunity for AMC to gain substantial scale and accrue meaningful strategic benefits from a highly complementary asset.

But despite the logic of the transaction, the value it creates does not appear to be shared equitably. Namely, we believe that AMC's $30.00 per share offer meaningfully undervalues Carmike Cinemas, which we estimate to be worth between $43.50 and $47.25 per share in this cash-out merger.

Sincerely,

K.C. Nelson
Portfolio Manager
Alternative Strategies
Driehaus Capital Management LLC

Matthew Schoenfeld
Assistant Portfolio Manager
Alternative Strategies
Driehaus Capital Management LLC

About Driehaus Capital Management

Driehaus Capital Management LLC ("Driehaus") is a privately-held, independent investment adviser with $8.1 billion in assets under management as of February 29, 2016. The firm manages global, emerging markets, and US growth equity, and alternative investment strategies. Founded in 1982 by Richard H. Driehaus, the firm serves a diverse institutional client base comprised of corporate and public pensions, endowments, foundations, sub-advisory, financial advisors and family offices, globally.

For more information, please visit www.driehaus.com.

This material is for general informational purposes only and is not intended to be relied upon as investment advice. The opinions expressed are those of Driehaus as of March 24, 2016 and are subject to change at any time due to changes in market or economic conditions.

The information and opinions contained in this material are derived from proprietary and non-proprietary sources deemed by Driehaus to be reliable and are not necessarily all inclusive. Driehaus does not guarantee the accuracy or completeness of this information. There is no guarantee that any forecasts made will come to pass. Reliance upon information in this material is at the sole discretion of the reader.

Media Contact:
Bradley Dawson
Vice President, Marketing and Product Development
312.587.3844
bdawson@driehaus.com

http://www.prnewswire.com/news-releases/driehaus-capital-management-issues-statement-on-acquisition-of-carmike-cinemas-inc-300240876.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Letter to Carmike (Exhibit A)

March 21, 2016


Roland C. Smith, Chairman of the Board
S. David Passman, III, Chief Executive Officer
Carmike Cinemas, Inc.
1301 First Avenue
Columbus, GA 31901-2109

Dear Roland and David,

Mittleman Brothers, LLC ("Mittleman Brothers," "we," or "our"), as the largest shareholder of Carmike Cinemas, Inc. ("Carmike" or "CKEC") with a 7.1% stake, as stated in our Schedule 13D filing on March 8, 2016, described our opposition to the terms of Carmike's definitive merger agreement with AMC Entertainment Holdings, Inc. ("AMC"), which would see Carmike's stock sold to AMC for $30 per share in cash. We believe that, if approved, the deal would be immensely favorable to AMC's shareholders and grossly unfair to Carmike's shareholders. We reiterate our intent to vote against this deal in its current form, and to encourage all CKEC shareholders to also vote "NO." Mittleman Brothers does not intend to solicit proxies at this time.

On March 10, 2016, Carmike filed a Schedule 14A ("14A") with the SEC, which included statements that we believe attempt to obfuscate the relatively low valuation at which Carmike's Board agreed to sell Carmike to AMC. Further, we believe certain claims made by Carmike in the 14A are inconsistent with previous Carmike filings and that CKEC changed its definition of "adjusted EBITDA" in an apparent attempt to mask a low buyout valuation.

Carmike claims in the 14A filing that the $30 per share cash acquisition price values Carmike at 8.8x adjusted EBITDA. That multiple is substantially higher than the 7.7x adjusted EBITDA multiple we cited in our March 8th letter to Carmike filed with our 13D, and higher than the 8.0x adjusted EBITDA multiple that AMC implies they are paying Carmike by claiming, on page 4 of their acquisition presentation, that the $1.1B Enterprise Value, with annual synergies of $35M, yields a "Synergy adjusted Enterprise Value / LTM adj. EBITDA purchase multiple of 6.5x" (filed 03-04-16, link:
http://investor.amctheatres.com/Cache/1001207855.PDF?Y=&O=PDF&D=&FID=1001207855&T=&IID=4171292 ).

It appears inconsistent for the acquirer (AMC) to claim to be paying 8x EBITDA (6.5x post synergies), while the seller (CKEC) claims to be receiving 8.8x EBITDA. Further, it appears Carmike arrives at this higher EBITDA multiple by applying a new definition of adjusted EBITDA that is different from the industry standard definition that CKEC adopted in Q1 2015 and used as recently as the end of last month. In a February 29, 2016 press release, Carmike reported "all-time records in Revenue, Operating Income, Theatre Level Cash Flow and Adjusted EBITDA" which cited adjusted EBITDA at $135.1M. Yet the March 10th 14A filing cited a newly redefined adjusted EBITDA of only $126M. This reduced version includes expenses related to stock options and mergers and acquisitions.

That is a departure from the way CKEC's peer group reports adjusted EBITDA; and Carmike's reporting method adopted in Q1 2015. Carmike's CFO, Richard Hare, explained results during a Q1 2015 conference call: "Beginning in Q1 of 2015, we began adding back non-cash stock-based compensation expense to determine adjusted EBITDA in an effort to better align our calculation with industry peers and our bank covenants." M&A expenses were already included.

Why would that conventional definition of adjusted EBITDA, used as recently as February 29th, be dropped on March 10th for a less favorable version only as valuation is discussed? It appears this "new math," too contradictory to have come from the good people at Carmike itself we suspect, is more likely the work of investment bankers, a profession well known to produce lengthy reports which can argue (for a modest fee of a few million dollars), that based on certain adjustments and assumptions, three is a fair value for two plus two.

Carmike shareholders should not be lulled into a false sense of satisfaction due to what we believe amounts to numerical sleight of hand in an attempt to put what we see as a very poor deal into a good light. We do not argue for one definition of adjusted EBITDA over another, but we do argue for consistency, and that Carmike's bankers not revise numbers solely to make this unjustifiably low valuation, in our opinion, appear remotely justifiable.

Using this unorthodox adjusted EBITDA figure to derive an 8.8x multiple, Carmike claimed that this proposed transaction is "higher than any comparable, large-scale theatre transaction multiple over the last 10 years." But at the 8x multiple that AMC implies it is paying, it clearly is not. And, at the 7.7x multiple we believe is accurate (using as-reported adjusted EBITDA and including our estimated value of the Screenvision stake), it would be one of the cheapest buyouts of a major theater chain in recent history.

Viewed another way, if we applied Carmike's claimed 8.8x EBITDA multiple to Carmike's $135.1M in as-reported adjusted EBITDA for 2015, the resulting stock price would be just over $34 per share. Add $50M or $2.00 per share for Screenvision (our estimate of its value) and the total becomes $36 per share, 20% more than the $30 per share consideration of the currently proposed deal.

Lastly, because the valuations of most comparables (including recent transactions and all of Carmike's large publicly traded peers in the U.S.) use the industry standard definition of adjusted EBITDA, Carmike's sudden switch to a different definition of adjusted EBITDA in the 14A creates an "apples and oranges" valuation comparison, which may produce incorrect conclusions.

We cited Carmike's adjusted EBITDA (using the 2015 definition) in our March 8th letter to Carmike filed with our 13D because most industries use this convention when discussing buying and selling companies. But much more important than EBITDA, which can be manipulated and refigured, is free cash flow ("FCF"), or what Warren Buffett calls "owner earnings," which is much harder to misrepresent and is what drives real value creation.

The U.S. movie theater industry has long been known to be a slow growing cash machine, generating consistent free cash flow that has proven to be recession-proof (even during the Great Recession of 2007-2009, the movie theater industry barely flinched). That is why movie theaters have attracted smart money owners and private equity firms for decades. Movie theaters generate utility-like, recurring free cash flows, but trade at lower multiples due to the persistent fear (since the advent of television) of their impending demise due to new alternatives for viewing movies (TV, VCR, DVD, Netflix, etc.).

Carmike invests most of its free cash flow on growth-oriented initiatives, like building new theaters, but if we deduct only their maintenance cap-ex (what is required to maintain the business at its current level) the discretionary amount of free cash flow becomes apparent.

$135M adj. EBITDA (FY 2015)

-$50M net interest expense

= $85M

-$10M cash taxes paid (est. normalized after $56M D&A, actual was $5.4M tax refund)

= $75M

-$15M in maintenance cap-ex (roughly 2% of sales per management's historical guidance)

= $60M in FCF

The equity value of Carmike at $30 per share (the buyout price offered by AMC) is $738M; that is only 12.3x Carmike's $60M in FCF. The S&P 500 at 2,050 on March 18, 2016 trades at 18x FCF (2015, source: Bloomberg). To merely match the S&P 500's current price / FCF ratio of 18x, Carmike would have to be valued at $44 per share. Meanwhile, under current management, CKEC has vastly outperformed the S&P 500 over the past seven years in sales, EBITDA, and FCF growth, all combined with a recession-proof business profile, versus a much more cyclical earnings dynamic from the S&P 500.

Carmike achieves 39% of its total revenues from high margin concessions (food & beverage), more than any other major public theater chain in the U.S., including AMC (31%). The roll out of in-theater dining and alcohol sales should increase that percentage over time. At some point movie theaters may be viewed more like restaurants, and valued as such. Why does Cracker Barrel (CBRL $153.64), a rural restaurant / retail chain with a 12% EBITDA margin, trade at a current valuation of 11.5x EBITDA (2015), while Carmike, a rural movie theater / restaurant chain with a 17% EBITDA margin, could be bought out for less than 8x EBITDA?

Value of Carmike's 18% Stake in Screenvision Ignored in Buyout Valuation

Screenvision Stake Valued at $65M ($2.65 per Carmike share) in Aborted Takeover in 2014

National CineMedia, Inc. ("NCMI"), the largest pre-movie in-theater advertising firm in the U.S., offered to acquire Screenvision, the second largest pre-movie advertising firm for $375M in May 2014, in cash and NCMI stock, valuing Carmike's then-19% stake (now 18%) in Screenvision at $65M (after subtracting $32M in net debt held at Screenvision). In November 2014, the Department of Justice ("DOJ") sued to block the deal on anti-trust concerns, and the deal was abandoned in March 2015. On a November 4, 2014 quarterly conference call, Carmike's CEO David Passman said "Regardless of the eventual outcome of the litigation, we believe our investment in Screenvision is immensely valuable and will be monetized for the benefit of Carmike's shareholders."

Yet there is no mention of the value of Carmike's Screenvision stake in the joint press release on March 3rd which announced the definitive merger agreement between Carmike and AMC, nor is the value of the Screenvision stake addressed in AMC's March 4th presentation on the deal. So are we to presume that either the value of Carmike's Screenvision stake is now immaterially small, and thus not worthy of mention, or that AMC is acquiring its substantial value for free?

Meanwhile, Screenvision's sales increased by 4.6% in 2015 to $165M from $158M in 2014 when the buyout of Screenvision was announced, and Screenvision's shareholder equity increased from $67M to $86M in 2015. So, we think it is unlikely that Screenvision suddenly lost significant value over the past year. We estimate Screenvision's private market value at $275M, a significant discount to the $375M value it had agreed to sell for to NCMI, because the value of Screenvision will necessarily be much less to a buyer lacking synergies available to NCMI from a resulting near monopoly in the industry. A $275M valuation for Screenvision would be approximately 17x the $16M in unlevered free cash flow that Screenvision produced in 2015, a reasonable multiple for a significant player (37% market share) in a unique and growing segment of the out-of-home advertising industry, where ads cannot be skipped by DVRs. If our estimate of a $275M Enterprise Value for Screenvision is correct, subtracting $20M in net debt provides an equity value of $255M, with Carmike's 18% stake worth $46M, which we optimistically round up to $50M, or about $2.00 per share in value that is not reflected in the valuation multiples discussed in the AMC / CKEC deal. Screenvision's controlling shareholder, Shamrock Holdings, a private equity firm founded by the late Roy E. Disney, bought 50% of the company in 2010 for $80M ($160M EV) from ITV Plc. Given that Shamrock has owned Screenvision for nearly six years, another attempt at a liquidity event would not be surprising. Carmike should not be relinquishing its admittedly valuable stake in Screenvision for no apparent consideration.

Comparable Buyout Transactions Argue for Higher Valuation for Carmike

(In reviewing comparative valuations below, we ignore the re-definition of adjusted EBITDA mentioned earlier that appeared for the first time in Carmike's 14A filed on March 10th, as it seems to create the appearance of having achieved a higher EV/EBITDA multiple when compared to some comparables that did not similarly re-define their adjusted EBITDA)

We continue to maintain, as stated in our March 8th letter to Carmike set forth in our 13D, that the $30 per share in cash consideration that AMC will pay to acquire Carmike amounts to only a 7.7x EBITDA multiple based on Carmike's 2015 reported adjusted EBITDA of $135.1M. 7.7x EBITDA is substantially lower than almost every major theater company buyout in recent history.

$30 per share x 24.598M shares outstanding = $738M equity value, plus $352M in net debt, minus $50M value of Screenvision stake (our estimate) = Enterprise Value of $1.04B, divided by $135.1M adjusted EBITDA = 7.7x (ignoring the Screenvision stake puts the multiple at 8.1x).

The most recent major buyout of a movie theater business was announced in June 2015 when Dalian Wanda (AMC's Chinese parent company) bought Australia's 2nd largest movie theater company, Hoyts, for $777M, which was 10.9x its $71.4M in EBITDA. Carmike at that multiple would be $47.60, including $2.00 per share in estimated Screenvision value.

Prior to that deal, in September 2013, London-based Vue Entertainment Ltd. ("Vue") was bought out by two Canadian private equity firms, OMERS Private Equity and Alberta Investment Management Corp., for $1.46B, which was 8.5x its $171M in EBITDA. Carmike at that multiple would be $34.40. The private equity buyers in this example had no synergies to apply, so 8.5x is not just what they paid to the seller, but was also their effective cost. AMC paying 8.5x EBITDA ($34.40) to Carmike would be effectively paying only 5.25x EBITDA after all synergies are considered. In the 14A filing, Carmike claimed that they did not consider Vue as a valid comparable transaction primarily because of "differences in market fundamentals between mature U.S. markets and Vue's positioning at the time in European markets with greater opportunities for growth." But since 98% of Vue's screens were in the mature markets of the UK, Ireland, Germany and Denmark, we cannot see the distinction there, so we continue to consider Vue as a very reasonable comparable transaction to note.

In May 2012, Chinese company Dalian Wanda announced a $2.6B buyout of AMC, the final cost of which was revised to $2.75B in subsequent S-1 and 10-K filings. In our March 8th letter to Carmike set forth in our 13D we applied that $2.75B EV to calendar year 2011 EBITDA of $303M to arrive at 9.1x multiple, but we will acquiesce here to Carmike's use of AMC's fiscal year 2012 (March 2012) EBITDA of $368M (calendar year 2011 had some unusual theater closure expenses, which we did not notice earlier) thus making the EV/EBITDA multiple only 7.5x (using the final cost of $2.75B, whereas Carmike used the headline number of $2.6B and derived 7.1x from that, in error we believe). At 7.5x EBITDA, Carmike would be $28.91. But AMC was sold in an over-leveraged condition (5.4x net debt/EBITDA) after rating agency downgrades, and the sellers were a consortium of private equity funds led by Apollo Group and JP Morgan Chase's buyout unit (not to be confused with the investment banking unit of JP Morgan Chase advising Carmike on their sale to AMC) who had owned the company since 2004 and had twice tried and failed to sell via IPO (once in 2008, and again in 2010). So after eight years, and burdened by too much debt, the private equity sellers had few options but to take the relatively low price Dalian Wanda paid. Carmike has no such distress pushing it to sell. Carmike's leverage is low at 2.6x net debt/EBITDA and has no controlling shareholders to pressure them into selling at an unfavorable price. Also noteworthy is that at the time Dalian Wanda bought AMC, it had no other theater operations in the U.S., so no cost synergies were available to reduce the 7.5x EBITDA multiple they paid. If AMC paid 7.5x post-synergies for Carmike, it would be $48 per share for CKEC (11.4x EBITDA to Carmike).

In October 2006, Cinemark Holdings ("CNK") acquired Century Theatres ("Century") for $1.04B, which was 8.6x its $121M in EBITDA. Carmike at that multiple would be $35, again, including our $2.00 per share in estimated Screenvision value. We did not include this example in our initial 13D letter because it occurred nearly ten years ago, but since Carmike mentioned it in the 14A, we include it here as well.

A simple average of the four comparable transactions listed above, based on what the sellers received (Hoyts 10.9x, Vue 8.5x, AMC 7.5x, and Century 8.6x) equals 8.88x, and Carmike at that average multiple of 8.88x EBITDA would be $36.50 (including $2.00 per share of estimated Screenvision value).

But that is before taking into account the unique value accretion that AMC enjoys in this deal, which Carmike enables, yet shares in none of the benefits.

Carmike Deal Enables AMC to Reap Windfall Increase in NCMI Stake, but None of that Huge Value is Shared with Carmike Shareholders

As mentioned in our March 8th 13D letter, an increase in AMC's screen count or attendance beyond a certain threshold triggers an immediate award to AMC of additional founder's shares in National CineMedia, LLC, which are exchangeable into the publicly traded shares of National CineMedia, Inc. (NCMI). In a research report from The Benchmark Company, LLC dated March 4th, analyst Mike Hickey estimated the value of that NCMI stake award to AMC upon closing the Carmike deal would be about $258M. A subsequent report by JP Morgan analyst Alexi Quadrani on March 7th estimated the Carmike deal would result in the issuance of approximately 18M additional shares of NCMI to AMC, worth $268M at the current NCMI price of $14.87.

When a merger of two companies yields significant synergies (cost, revenue, and otherwise), it is customary for the value thus created by those synergies to be shared by both companies in some reasonable proportion. So while Carmike correctly points out in its 14A filing the obvious fact that such synergies would not be available to Carmike on a standalone basis; they would not be available to AMC without Carmike's acquiescence either. The $35M in cost savings at a conservative estimate of 8x EBITDA = $280M in value created, plus the roughly $260M in value created by AMC's increase in NCMI shares = $540M in value created (not including the value AMC reaps for paying less than Carmike's intrinsic value without a control premium).

If this deal was completed using AMC stock as currency rather than cash, at $35 per Carmike share, our estimate of minimum fair value in a stock transaction, it would have required AMC to issue 34.44M shares at $25 per AMC share (the price of AMC's stock just before the deal was announced) to provide $35 per share in value to Carmike's shareholders. That would increase AMC's shares outstanding from 97.44M to 131.88M, with Carmike's former shareholders owning 26.1% of the combined entity. That would have allowed Carmike to share 26.1% of the benefits of those synergies on an ongoing basis going forward. Instead, with a cash deal that caps Carmike at essentially a market multiple (with no control premium), we believe Carmike's shareholders get no part of that $540M in value they would have helped to create, and no premium for selling control.

The meager $120M in value gained by Carmike's share price rising from $25.11 to the $30 deal price cannot be considered as sharing in the aforementioned synergies because $30 represents a minimum market multiple that Carmike was very likely to re-attain on its own, especially after such a strong Q4 2015 report. We agreed with long-time Carmike analyst David W. Miller, now at Topeka Capital Markets, who reported on March 1st, "…Carmike reported a record Q4 in virtually every metric in which exhibitors are measured – record revenues, record theater-level cash flow, and record adjusted EBITDA. The print is direct proof that, for the better part of the last year, the market has been under-appreciating Carmike's margin potential, and hence, under-valuing the stock price, which is the least expensive of the four public exhibitors (at $21.94 then). We enthusiastically reiterate our rating of 'Buy' and price target of $36.00."

Questionable Timing for Negotiating Sale

According to AMC's CEO, Adam Aron, as he related on the March 4, 2016 conference call discussing the newly announced definitive merger agreement with Carmike, he called Carmike's CEO during his first week on the job (the first week of January 2016) negotiating terms of the deal thereafter. During this time frame, the U.S. stock market was in the throes of a significant correction. The Russell 2000 small cap index dropped 21.7% from 11/30/15 to 02/11/16, and Carmike's stock dropped from $26.48 on 11/04/15 to $18.52 on 02/11/16, a drop of 30%. Not a great time in which to be trying to sell your company for the highest possible price.

What further baffles us is that we believe Carmike must have known at some point during the pendency of the AMC negotiations that it had much stronger than expected earnings in Q4 2015, which it had yet to report. Why not wait until the earnings report was released to see how the stock reacted before establishing a buyout price? Carmike did wait, but for only three days after the earnings report, with the stock racing up from $22 to $25 on the strong numbers, to presumably sign and announce the deal. Rather than waiting for a few weeks to give the market some time to digest the stronger than expected numbers and adjust expectations; Carmike waited only three days. It seems to us almost as if Carmike wanted to set the price and get the takeover news out quickly before the stock price got to $30 on its own, thus collapsing the putative takeover "premium." Regardless, the timeline seems to be perhaps evidence of poor negotiating tactics. If, as AMC's CEO Adam Aron said on the conference call, AMC had twice before in the past four years tried to buy Carmike, we strain to imagine what instigated the rush to get this deal done so quickly during such a weak price environment. We hope the proxy statement will shed light on how and why the sale process progressed that way.

Merger Makes Perfect Sense, Just Not a Fair Value for Carmike's Shares

We agree that the merger of AMC and Carmike makes perfect sense. It is perhaps a once-in-a-lifetime deal combining the 2nd largest and 4th largest market share holders in the U.S. movie theater industry, and will likely yield tremendous synergies. But, under the terms of this all-cash takeover price of $30 per share, we believe that all of the value of those synergies will accrue to the buyer, and none will be shared with the seller. In our opinion, this was a poorly negotiated deal. AMC has no other options than buying Carmike if it wants to get so much bigger (+50% in screen count) so quickly; and no other deal would offer such attractive scale economics. Cinemark is likely too big of a target for AMC; with more market overlap creating an anti-trust hurdle (harder to get #2 plus #3 through the DOJ than #2 plus #4). Yet somehow Carmike extracted barely a market trading multiple.

In stating our opposition to this deal publicly, we mean only to attempt to educate other Carmike investors in the hope that they will agree with our determination on this matter and vote against this deal as it is currently structured. This effort on our part should not be misconstrued as impugning the competence or character of either of you or any of the outstanding Carmike management team. The out-performance of Carmike's business under your expert guidance for the past seven years speaks for itself, and we could not have asked for more in that regard. Our only criticism is that Carmike's C-suite and Board seem to lack a full appreciation of what this great business you have turned Carmike into is really worth. To us that is a minimum of $35 per share (8.6x EBITDA of $135M or 14.4x FCF of $60M) to $40 per share (9.5x EBITDA or 16.4x FCF), and all before the huge synergies of a merger with AMC.

Sincerely,

Chris Mittleman
Managing Partner
Mittleman Brothers, LLC
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Mittleman Brothers, LLC owns 1,752,910 shares (3/21/15)

Controls 7.1 percent.

Total cost $31,271,425.87 or $25.27 per share.

http://www.sec.gov/Archives/edgar/data/799088/000089383816000104/sc13dam1mittleman032116.htm
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Issues Statement (3/08/16)

COLUMBUS, Ga., March 8, 2016 /PRNewswire/ -- Carmike Cinemas, Inc. (NASDAQ: CKEC) today issued the following statement regarding its previously announced definitive merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) ("AMC"):

"The Carmike Board of Directors unanimously determined that AMC's offer is in the best interest of Carmike's shareholders. The Board made this determination after thoughtful consideration of the options available to the Company, including the level of interest from other third parties and the value potential of Carmike's standalone plan. Carmike did not receive any offers that provided greater value than AMC's $30 per share offer. We look forward to talking more with Carmike shareholders about the Board's determination."

J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Carmike in connection with the AMC definitive merger agreement. King & Spalding LLP is acting as legal counsel to Carmike.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 276 theatres with 2,954 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

Important Additional Information Regarding the Merger Will Be Filed With The SEC

This press release may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed merger, Carmike Cinemas, Inc. ("Carmike") will file with the Securities and Exchange Commission (the "SEC") and furnish to its stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, CARMIKE'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Carmike's stockholders will be able to obtain a free copy of the proxy statement, when available, and other relevant documents filed by Carmike with the SEC at the SEC's website at www.sec.gov. In addition, Carmike's stockholders may obtain a free copy of the proxy statement, when available, and other relevant documents from Carmike's website at http://www.carmikeinvestors.com/.

Participants in the Solicitation

Carmike and its directors, executive officers and certain other members of management and employees of Carmike may be deemed to be "participants" in the solicitation of proxies from Carmike's stockholders in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of Carmike's stockholders in connection with the proposed merger, which may be different than those of Carmike's stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Carmike stockholders can find information about Carmike and its directors and executive officers and their ownership of Carmike's common stock in Carmike's annual report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 29, 2016, and in its definitive proxy statement for its most recent annual meeting of stockholders, which was filed with the SEC on April 17, 2015, and in Forms 4 of directors and executive officers filed with the SEC. Additional information regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the proposed merger when it is filed with the SEC. These documents may be obtained free of charge from the SEC's website at www.sec.gov and Carmike's website at www.carmikeinvestors.com.

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, 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," "seeks" or similar expressions. 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: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with AMC; the inability to complete the proposed merger due to the failure to obtain Carmike stockholder or regulatory approval for the proposed merger or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; disruption in key business activities or any impact on Carmike's relationships with third parties as a result of the announcement of the proposed merger; the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters delivered pursuant to the merger agreement with AMC, or the failure of the proposed merger to close for any other reason; risks related to disruption of management's attention from Carmike's ongoing business operations due to the proposed merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Carmike and others relating to the merger agreement with AMC; the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; the amount of the costs, fees, expenses and charges related to the proposed merger; adverse regulatory decisions; unanticipated changes in the markets for Carmike's business segments; general economic conditions in Carmike's regional and national markets; Carmike's ability to comply with covenants contained in the agreements governing Carmike's indebtedness; Carmike'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; Carmike's ability to meet its contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in Carmike's markets; competition in Carmike's markets; competition with other forms of entertainment; the effect of Carmike's leverage on its financial condition; 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; and financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of Carmike's business.

Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in Carmike's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 29, 2016, under the heading "Item 1A. Risk Factors," and in its subsequently filed reports with the SEC, including Forms 10-Q and 8-K. Readers are cautioned not to place undue reliance on the forward-looking statements included in this news release, which speak only as of the date hereof. Carmike does not undertake to update any of these statements in light of new information or future events, except as required by applicable law.

Carmike Contacts
Investor Relations:
Richard B. Hare, 706-576-3416
Chief Financial Officer
or
Innisfree M&A
Arthur Crozier or Larry Miller
212-750-5833
info@innisfreema.com

Media Contacts:
Joele Frank, Wilkinson Brimmer Katcher
Barrett Golden or Mahmoud Siddig
212-355-4449

http://www.prnewswire.com/news-releases/carmike-cinemas-issues-statement-300233057.html
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike’s Largest Shareholder Says It Will Oppose Sale To AMC Entertainment (3/08/16)

The $30 a share price that Carmike Cinemas accepted to sell itself to AMC Entertainment, is “hideous” — and about $10 too low — the No. 4 exhibition chain’s top shareholder, Mittleman Bros., told the company in a letter today.

The investment firm, which owns 7.1% of Carmike’s shares, says that it plans to oppose the deal.

Mittleman also will “reach out to other large Carmike shareholders beginning today and over the next few weeks to encourage them to vote against this merger based on its current terms,” Managing Partner Chris Mittleman says in a letter to Carmike CEO David Passman and Chairman Roland Smith. “We expect most will be in substantial agreement with our view” that the chain sold for too little.

Mittleman says he would accept “no less” than $40 a share in cash, or $35 in AMC stock, for Carmike. The current deal was made “with no apparent auction process, and no go-shop provision.”

The company’s share price jumped about 20% after the deal with AMC was announced late Thursday. Today Carmike is up about 1% to $30.10 — which suggests that investors believe a higher price is coming. AMC is down 0.6%.

Mittleman’s letter notes that Carmike’s sale price, at about $1.1 billion including debt, equals about eight times its cash flow (measured as earnings before interest, taxes, depreciation and amortization, or EBITDA). After factoring in potential cost savings, the multiple drops to 6.5 times EBITDA — and with other adjustments could be as low as five times.

By contrast, Mittleman says, London-based Vue Entertainment sold in 2013 to 8.5 times EBITDA. And the $2.75 billion that China’s Wanda Group agreed in 2012 to pay for AMC was 9.1 times EBITDA.

“If this had been a stock swap, then an initially lower valuation might have been tolerable, given that the upside potential in the combined entity would be shared by both parties,” the letter says. “But here, AMC is unwilling to share the immense benefits this deal will bring to their shareholders, and Carmike failed to extract a fair price in relinquishing that upside potential.”

This morning B. Riley & Co analyst Eric Wold downgraded Carmike shares to “neutral” saying that while a higher bid for the company is a “possibility,” it might not materialize and there’s “uncertainty” about whether the Justice Department will approve the deal.

AMC “is getting a steal given the attractiveness of the [Carmike] assets and long-term value they can drive into AMC’s circuit,” he says.

http://deadline.com/2016/03/carmike-largest-shareholder-oppose-sale-amc-entertainment-1201716378/
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Followed up this morning by writing March $30 calls.

Game plan will be to write a new $30 call upon expiration each month until the merger is completed.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Deal ends up being a $30 per share "bailout" for me.

I actually purchased Digital Cinema Destinations Corp after CKEC announced it would acquire it. DCIN converted into CKEC at $33.89 per share in August 2014. I immediately wrote $35 calls against the position; the goal was to have the shares quickly called away. It never happened. I kept writing calls and collecting premium on the way down.

Merger rumors appeared last March.

AMC is getting a good deal.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
AMC Theatres to Acquire Carmike Cinemas, Creating Largest Chain of Movie Theatres in the U.S. and the World (3/03/16)

Combines Highly Complementary Theatre Circuits to Expand Platform for AMC’s Guest Experience and Strategic Growth Initiatives

LEAWOOD, Kan. & COLUMBUS, Ga.--(BUSINESS WIRE)--AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”) and Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) announced today they have entered into a definitive merger agreement pursuant to which AMC will acquire all of the outstanding shares of Carmike for $30.00 per share in cash. The transaction is valued at approximately $1.1 billion, including the assumption of Carmike net indebtedness. The purchase price per screen is approximately $376,000, and the per share purchase price represents an approximate 19.47% premium to Carmike’s March 3, 2016 closing stock price.

The Combined Company After Closing the Transaction

AMC is one of the nation’s premier entertainment companies with 5,426 screens and the most productive theatres in the country’s top markets. Carmike, America’s hometown theatre circuit, has 2,954 screens, primarily located in mid-size, non-urban communities. Together AMC and Carmike would have well over 600 theatre locations in 45 states across the country, including the District of Columbia. The transaction is expected to provide significant growth for AMC and will allow it to bring its innovative amenities and best-in-class customer experience to enhance the movie-going experience for more customers in more areas.

Key Benefits of the Transaction

The transaction is expected to result in free cash flow per share accretion, exclusive of one-time transaction-related charges, in 2017 and beyond, and is expected to produce annual cost synergies of approximately $35 million. Other key benefits of the transaction include:

• Diversifying AMC’s footprint by adding theatres with complementary geographic and guest demographic profiles that strengthen the combined company’s admissions growth potential with limited geographic overlap;

• Expanding AMC’s proven and successful guest experience strategies to millions of new guests in complementary markets;

• Reducing related General and Administrative expenses by combining back-of-the-house functions such as accounting, finance and technology. The result is a more efficient and effective competitor through greater scale, scope and expertise. The combined company will be headquartered in Leawood, Kansas. Adam Aron will serve as Chief Executive Officer and President, and Craig Ramsey will serve as Executive Vice President and Chief Financial Officer;

• The maintenance of AMC’s quarterly dividend;

• The maintenance of AMC’s balance sheet flexibility and attractive leverage profile; and

• AMC’s receiving substantial additional value in NCM LLC, a subsidiary of National CineMedia, Inc. (NASDAQ: NCMI).

Commenting on the transaction, AMC Chief Executive Officer and President, Adam Aron said, “This is a compelling transaction that brings together two great companies with complementary strengths to create substantial value for our guests and shareholders. Through this transaction we expect to unlock synergies, sufficient we believe to make this transaction accretive in 2017. AMC also gets to extend the reach of our innovative, guest-experience strategies to further transform the movie-going experience for millions of new guests. We also look forward to welcoming so many talented Carmike employees to the AMC team.”

“Our combination with AMC is a transformative milestone for Carmike and one that provides significant value to Carmike shareholders,” stated David Passman, Carmike President and Chief Executive Officer. “By joining with AMC, we are bringing together two highly complementary theatre footprints and a shared commitment to service and innovation, positioning the combined company to deliver an even more compelling movie-going experience in many more locations across the country. I am proud of the Carmike employees whose dedication and hard work have made this combination and its many benefits possible. We look forward to working together with the AMC team to complete the transaction and to ensure a seamless transition.”

Aron added, “By broadening AMC’s geographic and demographic base for delivering our groundbreaking guest experience innovations in comfort and convenience -- such as plush power-recliners, enhanced food and beverage, premium sight and sound, greater guest engagement and targeted programming -- AMC is poised to deliver the best possible movie experience to more movie-goers than ever before.”

Approvals and Timing

The transaction was approved by both Boards of Directors of AMC and Carmike, respectively.

The transaction is expected to be completed by the end of 2016, subject to customary closing conditions, including regulatory approval and approval by Carmike’s shareholders.

Additional Details

The transaction, which has fully committed financing in place, will be funded through a combination of existing liquidity, including cash on hand, and incremental debt. The debt financing commitment is being provided by Citigroup Global Markets Inc. (“Citi”).

Citi is serving as exclusive financial advisor to AMC and Husch Blackwell LLP is serving as AMC’s lead legal advisor. J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Carmike. King & Spalding LLP is acting as legal counsel to Carmike.

Conference Call

AMC will discuss the transaction in greater detail on a conference call and webcast on Friday, March 4, 2016 at 7:30 a.m. CT/8:30 a.m. ET. To listen to the conference call via the internet, please visit the investor relations section of the AMC website at www.amctheatres.com for a link to the webcast. Investors and interested parties should go to the website at least 15 minutes prior to the call to register, and/or download and install any necessary audio software. To access the call from the U.S., dial (855) 327-6837. From international locations, the conference call can be accessed at (778) 327-3988. An archive of the webcast will be available at www.investor.amctheatres.com for a limited time after the call.

About AMC Theatres

AMC (NYSE: AMC) is the guest experience leader with 387 locations and 5,426 screens located primarily in the United States. AMC has propelled innovation in the theatrical exhibition industry and continues today by delivering more comfort and convenience, enhanced food & beverage, greater engagement and loyalty, premium sight & sound, and targeted programming. AMC operates the most productive theatres in the country’s top markets, including No. 1 market share in the top three markets (NY, LA, Chicago) www.amctheatres.com.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 276 theatres with 2,954 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

Website Information

This press release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign up for E-mail Alerts.

Important Additional Information Regarding the Merger Will Be Filed With The SEC

This press release may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed merger, Carmike will file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, CARMIKE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Carmike’s stockholders will be able to obtain a free copy of the proxy statement, when available, and other relevant documents filed by Carmike with the SEC at the SEC’s website at www.sec.gov. In addition, Carmike’s stockholders may obtain a free copy of the proxy statement, when available, and other relevant documents from Carmike’s website at http://www.carmikeinvestors.com/ or by contacting Carmike’s investor relations representatives by telephone at (212) 835-8500 or via email at ckec@jcir.com.

Participants in the Solicitation

Carmike and its officers and directors may be deemed to be participants in the solicitation of proxies from Carmike’s stockholders with respect to the proposed merger. Information about Carmike’s officers and directors and their ownership of Carmike common stock is set forth in the proxy statement for Carmike’s most recent annual meeting of stockholders, which was filed with the SEC on April 17, 2015. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed merger by reading the proxy statements regarding the proposed merger, which will be filed by Carmike with the SEC.

http://www.businesswire.com/news/home/20160303006740/en/AMC-Theatres-Acquire-Carmike-Cinemas-Creating-Largest
👍️0
vpagano vpagano 8 years ago
BREAKING: AMC Theaters announces deal to acquire Carmike Cinemas for $30.00 per share in cash, or approximately $1.1 billion.

Congrats on this one EI, hope it is a large holding for you!
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas stock rallies as analysts say time to buy is now (3/01/16)

BY MarketWatch — 4:25 PM ET

Theater chain blew past fourth-quarter earnings estimates thanks to small town focus

Carmike Cinemas Inc. (CKEC) blew past Wall Street expectations for the fourth quarter.

The nation's fourth-largest theater chain reported per-share earnings of 27 cents, or 41 cents on an adjusted basis, well above the FactSet consensus of 14 cents per share. Revenue for the quarter came in at $221 million, above the FactSet consensus of $211 million. Carmike (CKEC) shares closed up 14.8% on Tuesday.

All of the four major theater chains--Regal Entertainment Group (RGC), AMC Entertainment Holdings Inc. (AMC) and Cinemark Holdings Inc. (CNK) --beat earnings expectations, thanks mainly to a record year for the domestic theatrical box office. But Carmike benefited also from its small town focus, being the main, or even only operator in a lot of markets in which it does business, according to B. Riley analyst Eric Wold.

Carmike was also the latest chain to adopt and see the benefits of a "tax-on-top" pricing strategy for concessions. Rather than an all-inclusive price of, for example, $5 for popcorn, the price stays the same but no longer includes tax, which is tacked on.

Carmike operates about 2,930 screens in the U.S. and reported admission per screen increased more than 15% in the fourth quarter, while ticket prices rose about 10% year-over-year. Attendance per screen saw a 5% bump.

Despite the "tax-on-top" strategy Carmike recently embraced, as well as ticket price inflation and more premium film formats, Carmike plans to raise the base ticket price by the low single digits in 2016. Raymond James analyst Joseph Hovorka views that as a potential risk.

"Products and services in the leisure group are discretionary purchases," he wrote. "A decline in consumer spending could negatively impact the performance of leisure stocks."

There were concerns in the film exhibitor sector that 2015's record year was going to create tough comparisons for the current year, which had led to a drop in share prices across the four major chains. But Wold said that now that the companies have beat expectations and stocks have recovered, it is time to buy. He believes 2016 could be another record year.

Benchmark analyst Mike Hickey said that looking even further to 2017, the film slate should continue to be strong.

"We remain confident Hollywood movies as an entertainment option over the exhibitor market as a distribution medium will remain a relevant value solution for consumers over the long term," Hickey wrote.

Benchmark believes the recent selling of theater exhibitor stocks is mostly due to worry that 2016 box office would be hurt by a less compelling slate of new moves. Those concerns were exacerbated by sub-trends from the record 2015 record box office that suggested market growth was mainly driven by a few blockbuster films.

"We are somewhat sheltered from greater valuation alarm in the near term based on our belief that the potential problematic box office environment in 2016 has been effectively discounted, and the general unpredictability of the box office and the underlying film slate as it relates to ultimate market performance in fiscal 2016 that could prove better than expected."

-Trey Williams; 415-439-6400; AskNewswires@dowjones.com
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Reports All Time Records in Revenue, Operating Income, Theatre Level Cash Flow and Adjusted EBITDA (2/29/16)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC):

Carmike Cinemas, Inc. (NASDAQ:CKEC), a leading entertainment, digital cinema, alternative programming and 3-D motion picture exhibitor, today reported results for the three and twelve month periods ended December 31, 2015, as summarized below.

[tables deleted]

Carmike’s record fourth quarter and 2015 full year financial results reflect the ongoing success of our theatre-level initiatives, the progress we are achieving with our value-building theatre acquisition and organic growth strategies and the overall strength of the U.S. box office. Our admissions revenue growth per screen of over 15% in the 2015 fourth quarter and 9% for the full year, outpaced the industry by almost 500 and 200 basis points, respectively. We achieved record results across several key financial metrics, including a 19% rise in operating revenues to an all-time quarterly record, as well as a rise in operating income of over 100%, which drove increases in adjusted EBITDA and theatre level cash flow of approximately 61% and 51%, respectively,” stated David Passman, Carmike Cinemas’ President and Chief Executive Officer.

"With the acquisition completed in October, we were pleased to welcome the Sundance Cinemas associates and guests to the Carmike family. This high profile circuit increased our presence in some of the country's largest DMAs."

"From the box office to the corporate office, the people of Carmike remain committed to providing best-in-class entertainment experiences to our guests. We are extremely pleased with our record 2015 fourth quarter and full year financial results and are optimistic about the prospects for 2016,” concluded Mr. Passman.

Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “Our fourth quarter operating revenue increase of 19% reflects a 16.3% increase in admissions revenue and a 23.4% rise in concessions and other revenue based on higher attendance and per patron spend. Q4 average ticket prices and concessions and other spending per patron rose 9.9% and 16.6%, respectively. Overall, guests spent an average of $13.41 per Carmike visit in the fourth quarter, representing a 12.5% increase in combined per-patron spending, compared to the prior year. We believe growth in these metrics showcases the success of our initiatives focused on increasing attendance, growing concession sales and further leveraging our overall theater-level operations.

“The year-over-year increases in our three theatre-level expense categories primarily reflect the overall increase in Carmike’s average screen count related to recent acquisitions and new theatre openings as well as the favorable industry box office. Notably, as a percentage of total operating revenues, on a combined basis, these theatre-level expense categories decreased from the comparable year ago period by 440 basis points to 38.5%.

“Fourth quarter adjusted EBITDA increased 61.4% to $44.7 million versus the same period last year and theatre level cash flow rose approximately 50.6% over Q4 2014 to $52.0 million. Our Adjusted EBTIDA margin of 20.3% marked a 530 basis point improvement over the prior year’s fourth quarter.

“Reflecting Carmike's commitment to building long term shareholder value, and to underscore our confidence in our strategies, the Board of Directors recently authorized a $50 million share repurchase program, which resulted in repurchases of approximately 305,000 shares at an average price of $22.42 per share. With a healthy balance sheet, including cash in excess of $100 million, Carmike has the liquidity and financial flexibility to further expand through additional accretive acquisitions and new build growth opportunities while maintaining modest leverage of sub-4x, and returning capital to shareholders through opportunistic share repurchases and pursuing other initiatives that enhance shareholder value,” concluded Mr. Hare.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 276 theatres with 2,954 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20160229006852/en/Carmike-Cinemas-Reports-Time-Records-Revenue-Operating
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Announces $50 Million Share Repurchase Program (12/10/15)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC), a leading entertainment, digital cinema, alternative programing and 3-D motion picture exhibitor, today announced that its Board of Directors has authorized a $50 million share repurchase program.

“This share repurchase program reflects our confidence in Carmike’s strategy and our belief that Carmike’s stock represents an attractive investment opportunity,” said David Passman, President and Chief Executive Officer of Carmike Cinemas. “We are pleased that the Company’s financial strength and cash flows provide us with the flexibility to support both this buyback program and the initiatives we have underway to enhance and expand our theater footprint, including through additional accretive acquisition opportunities.”

Mr. Passman continued, “We are committed to enhancing shareholder value. We will continue to regularly review our capital allocation to ensure it is optimized to support the needs of the business and directed to the areas where we believe we can drive the greatest value for our shareholders and deliver the best experience for our guests.”

The Board regularly reviews the Company’s business and capital allocation to ensure Carmike is best positioned for growth and value creation. The decision to initiate this share repurchase program follows such review conducted by Carmike’s Board with the assistance of outside financial advisors. As part of this review, the Board considered that there are additional value-enhancing acquisition opportunities available to Carmike, similar to Carmike’s recent acquisition of Sundance Cinemas, LLC. In addition, Carmike has identified and is investing in a number of organic growth initiatives, including new builds, expansion of its dine-in locations and theater upgrades. After considering a range of capital return options, including the potential for a share repurchase program and/or a dividend, the Board determined that the $50 million repurchase program was optimal as it allows for a return of capital to shareholders while at the same time preserving the Company’s financial strength and flexibility to pursue accretive acquisition opportunities and internal organic growth initiatives.

The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions in accordance with applicable federal securities laws, and the repurchase program may be suspended or discontinued at any time. The timing and amounts of any purchases under the share repurchase program will be based on market conditions and other factors including price and capital availability. The Company intends to fund the share repurchase program with cash from operations. The share repurchase program will expire on December 10, 2018.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 275 theatres with 2,921 screens in 41 states. The circuit includes 50 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 “BigDs,” 16 IMAX auditoriums and two MuviXL screens. As “America’s Hometown Theatre Chain” Carmike’s primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20151210006422/en/Carmike-Cinemas-Announces-50-Million-Share-Repurchase
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Reports 11% Rise in Operating Revenue to a Third Quarter Record $180.2 Million (11/09/15)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ: CKEC):

[tables deleted]

“Carmike’s record third quarter operating revenue growth reflects the successful execution of our strategies to add value through theatre acquisitions and organic growth and the ongoing success of our theatre-level initiatives, combined with the support of a favorable year-to-date U.S. box office environment. Over the past several years, Carmike’s admissions revenue growth per screen has consistently outpaced the industry. The 2015 third quarter extended this trend as admissions revenues per screen grew nearly 9%, outperforming the industry by approximately 290 basis points. Attendance growth of nearly 7% and a 4% increase in average ticket prices versus the comparable 2014 period generated an 11% rise in total operating revenues,” stated David Passman, Carmike Cinemas’ President and Chief Executive Officer.

“In the third quarter, we extended our success around our food and beverage initiatives, which we believe is an important factor in our ability to support top-line growth, with an 11% increase in total concessions and other revenues and 5% rise in concessions and other spending per patron. By expanding in-theatre dining services to additional markets and further building on our successful long-term food and beverage strategies, we maintained healthy gross margins while generating concessions and other spending per patron of $4.55, marking 23 consecutive reporting periods of year-over-year concessions and other per patron spending growth.

“Over the last three years, Carmike has effectively executed its long-term strategy to identify, efficiently finance and integrate accretive theatre acquisitions, which we believe will enhance shareholder value. On October 6, 2015, the Company acquired Sundance Cinemas for $36 million in cash. The Sundance transaction is another positive development for Carmike and we intend to continue our role as an industry consolidator. With a strong balance sheet that includes over $120 million in cash and a recently refinanced capital structure that affords us the financial flexibility to continue pursuing additional strategic transactions and organic growth opportunities, we remain confident in the Company's prospects to further expand the business for sustainable growth.

“In summary, we are pleased with our record year-to-date operating revenues and remain optimistic that the positive operating environment will continue for the remainder of 2015 and beyond,” concluded Mr. Passman.

Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “Third quarter operating revenue increase of 10.8% reflects balanced growth across our two revenue streams - a 10.4% increase in admissions revenue and 11.4% rise in concessions and other revenue. Top-line growth is attributable to Carmike’s expanded theatre circuit, favorable box office environment, and our ability to gain a greater share of the consumer wallet as reflected in a 4.9% rise in average attendance per screen, a 3.6% increase in average ticket prices and a 4.6% rise in concessions/other spending per patron. Overall, guests spent an average of $11.78 per visit in the third quarter, which represents a 4% increase in combined per-patron spending, compared to the prior year.

“Carmike’s Q3 2015 film exhibition costs as a percentage of admissions revenues were 55.5%, versus 54.6% in the third quarter of 2014, as a result of strong performing titles. Concession costs as a percentage of concessions and other revenue increased to 12.8%, due to higher costs related to our Ovation dine-in theatres, expanded beverage offerings, (including alcohol), at a greater number of locations and the timing of concession rebates.

“The year-over-year increases in our three theatre-level expense categories primarily reflect the overall increase in Carmike’s average screen count related to recent acquisitions and new theatre openings. Salaries and benefits rose $2.8 million to $25.7 million while theatre occupancy costs increased $2.2 million to $24.0 million and other theatre operating costs rose to $34.6 million, compared to $31.4 million in the third quarter of 2014. As a percentage of total operating revenues, these combined theatre-level expense categories remained flat at 46.8% versus the prior year period.

“General and administrative expenses were $7.0 million for the third quarter of 2015, including $1.2 million of non-cash share-based compensation expense and $0.3 million of one-time merger and acquisition related costs, while quarterly interest expense decreased $0.5 million to $12.3 million in the quarter, primarily due to more favorable terms as a result of the refinancing transactions we completed in the second quarter of 2015.

“Adjusted EBITDA increased 4.6% to $20.1 million and theatre level cash flow rose approximately 4.2% to $25.6 million. We will continue to exercise sensible cost management, especially on controllable expenses, to maximize our future organizational operating performance.

“We continue to have a strong balance sheet and ample liquidity to fund our operating and growth strategies as reflected in our cash position of $120.4 million at September 30, 2015. Net debt for the quarter was $336.3 million, compared with $347.5 million at December 31, 2014. We expect Carmike’s total financial leverage ratio to remain below 4x, reflecting recent refinancing activity inclusive of approximately $1.7 million in annual interest expense savings through 2023. Our capital allocation strategy continues to focus on deploying cash to expand our theatre circuit through accretive acquisitions and new build locations,” concluded Mr. Hare.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 275 theatres with 2,921 screens in 41 states. The circuit includes 50 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20151109006613/en/Carmike-Cinemas-Reports-11-Rise-Operating-Revenue
👍️0
Enterprising Investor Enterprising Investor 8 years ago
GE Brings Synchrony To Life - M&A Daily (10/20/15)
Carmike

Carmike (NASDAQ:CKEC) management is looking to LBO the movie theater operator. For background on the company, check out Carmike Cinemas Is Extremely Oversold (requires access to premium content).

http://seekingalpha.com/research/16243802-alpha-gen-capital/4288816-carmike-theaters-is-extremely-oversold


http://seekingalpha.com/article/3585246-ge-brings-synchrony-to-life-m-and-a-daily
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Oasis appears to be taking an activist role.The Reporting Persons acquired the Shares because it believed the Shares were undervalued and represented an attractive investment opportunity. The Reporting Persons have had and expects to continue to have discussions with the Issuer’s management and other shareholders regarding ways to maximize shareholder value, including matters concerning the Issuer's corporate governance, dividend policy, board composition, business, operations, management, strategy, and future plans of the Issuer. However, the Reporting Persons now believe it would be beneficial to engage more substantively with the Issuer's management. The Reporting Persons may also take further steps including engaging in discussions with shareholders, management, the board and other interested parties regarding such matters as strategic alternatives including exploring a sale of the Issuer, as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Shares reported herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Person's investment in the Shares, including, without limitation, the corporate governance, dividend policy, board composition, business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board of Directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, proposing or nominating director candidates to the Issuer’s board of directors, purchasing additional Shares or selling some or all of their Shares or any other derivative securities, engaging in hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Oasis Management Company Ltd. owns 1,237,610 shares (10/16/15)

Controls 5 percent.

Total cost $31,271,425.87 or $25.27 per share.

http://www.sec.gov/Archives/edgar/data/799088/000090266415003951/p15-2015sc13d.htm
👍️0
Enterprising Investor Enterprising Investor 8 years ago
Carmike Cinemas Acquires Sundance Cinemas (10/06/15)

COLUMBUS, Ga. & LOS ANGELES--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”), a leading digital cinema, alternative programming and 3-D motion picture presenter, today announced that it has entered into a definitive purchase agreement under which Carmike acquired all of Sundance Cinemas, LLC (“Sundance”) for $36.0 million in cash, subject to customary working capital and other adjustments. The transaction simultaneously closed upon signing of the purchase agreement. Upon completion of this transaction, Carmike operates 274 theatres with 2,909 screens in 41 states.

The acquisition is expected to be immediately accretive (net of one-time transaction costs), on an EPS, EBITDA, and cash flow basis and is projected to add incremental revenue of $24 million and, after general and administrative synergies, pro forma EBITDA of $5.6 million to Carmike’s financials for the trailing twelve month period ended June 30, 2015. A reconciliation of net income to pro forma EBITDA (a non-GAAP measure) is included below.

Sundance theatres acquired (Screens/3D Screens):

Sundance Kabuki, San Francisco, CA 8/2
Sundance Cinemas Houston, Houston, TX 8/2
Sundance Cinemas Madison, Madison, WI 6/0
Sundance Sunset, West Hollywood, CA 5/0
Sundance Cinemas Seattle, Seattle, WA 10/3

Carmike’s President and Chief Executive Officer David Passman stated, “Sundance has been enormously successful in creating a compelling consumer experience and shares our mission and vision of offering a world class movie-going experience, including an impressive premium dining offering. Not only are these five theaters located in complementary locations with limited geographic overlap with our existing circuit, but they also offer tremendous opportunity to implement Carmike’s proven and successful guest experience strategies and combine our resources to achieve greater innovation that will benefit consumers, theater operations and increase shareholder value. We expect that this acquisition will allow Carmike to capture proportionally higher attendance rates for non-blockbuster titles and provide additional luxury expansion opportunities and meaningful cost synergies as we increase scale to optimize film exhibition and other support costs.”

Paul Richardson, Sundance Cinemas’ Chief Executive Officer commented “We are excited to join Carmike which brings together two exceptional organizations with a common culture of innovation and customer focus. Sundance has worked hard to deliver the highest levels of customer service across our theaters and we look forward to working together to increase Carmike’s leadership position in cinema dining and overall movie-going experience.”

The transaction does not provide for the expansion of the Sundance brand under Carmike’s ownership, however Carmike will have the ability under a license with Sundance Enterprises Inc. to continue to operate Sundance’s five theatres under the Sundance brand. King & Spalding LLP acted as legal counsel to Carmike Cinemas in this transaction. Salem Partners LLC acted as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Sundance Cinemas, LLC in this transaction.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 274 theatres with 2,909 screens in 41 states. The circuit includes 48 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 30 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20151006006881/en/Carmike-Cinemas-Acquires-Sundance-Cinemas#.VhSFHDZdGUk
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Loss on extinguishment of debt produces $1.5 loss million in 2Q15. Carmike recorded non-recurring loss on extinguishment of debt charges of $17.6 million in the second quarter of 2015 for the write-off of unamortized debt issuance costs, including a prepayment penalty of $11.6 million related to the termination of its existing senior secured notes. The refinancing is expected to yield $1.7 million of annual interest expense savings through 2023. Of course, a loss on extinguishment of debt is a non-recurring item. The company spent $17.6 million in the quarter to save $1.7 million per year over the next eight years.
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Eyes Blockbuster 50% Gain (7/28/15)

Acquisitions, booming concession sales, pricier tickets and rising attendance should lift the stock.

By David Englander

In March, rumors circulated that movie theater operator Carmike Cinemas might be for sale. Its shares surged on the speculation, closing above $34, near an all-time high.

Since then, the stock (ticker: CKEC) has been on a downhill slide. A sale never materialized, and in May, CEO David Passman said Carmike isn’t for sale. On Monday night, Carmike reported second-quarter results that showed film licensing costs were higher than expected, which weighed on earnings. The stock dropped 7.4% Tuesday on the report.

The selloff looks like a buying opportunity. At a recent $24.11, Carmike shares are cheap, trading for an enterprise value of six times 2016 estimated Ebitda (earnings before interest, taxes, depreciation and amortization). That compares to roughly eight times multiples for larger competitors, Cinemark (CNK) and Regal Entertainment Group (RGC).

Wedbush analyst Michael Pachter values the shares at $35, implying eight times his forward Ebitda estimate. That puts the stock’s upside close to 50%.

The nation’s fourth-largest movie theater operator, Carmike has been a big beneficiary of industry consolidation. Over the last two years, through acquisitions, Carmike has grown its theater and screen-count by 10% and 16% to 271 and 2,884, respectively.

With half of the country’s screens controlled by the top five players, the industry can consolidate further, and acquisitions remain a key part of Carmike’s growth opportunity. Management looks to acquire an additional 500 screens.

Carmike has been successful in its concessions business, which has registered 22 consecutive quarters of year-over-year revenue growth. A string of big hits at the box office this year, including Jurassic World, Furious 7, and Minions, has also helped to bring in customers. The upcoming film lineup looks promising, as well.

Carmike operates in mostly rural markets in 41 states, including Alabama, Florida, Georgia, and North Carolina. Movie-ticket sales contribute 62% of revenue, and concessions account for the remainder. This year, analysts expect earnings of $28 million, or $1.10 a share, on revenue of $804 million. In 2016, earnings could grow 30% to $1.44 a share.

In the June quarter, admissions revenue grew 17% from the same period a year ago, outperforming the industry. Strong attendance, and higher ticket pricing drove the growth, helped in large part by an 8% increase in the average screen count.

Concessions revenue, meanwhile, rose 24% from a year ago. That growth reflects initiatives like adding hot food and alcoholic drinks to the menu, and establishing dine-in options at a few of its theaters.

While the increase in film licensing costs caught investors off guard, it wasn’t a complete surprise, given the high concentration of big hit, big-budget movies for which distributors tend to charge more. In the June quarter, 74% of the box office came from the top 10 films, well above the 62% annual average.

While the sale talk has died down, it’s still possible that Carmike could be an acquisition target, as the industry consolidates. Just a few weeks ago, AMC Entertainment (AMC) announced that it was buying Dallas-based Starplex Cinemas, an operator of 33 theaters for $172 million.

In his July investor letter, Chris Mittleman, the chief investment officer of Mittleman Brothers, a longtime Carmike shareholder, wrote that the AMC deal price equates to $497,000 a screen for Starplex. When he applies that multiple to Carmike, he winds up with a price of $44 a share for Carmike’s stock.

Clearly, there’s a lot of value in the company. In time, the stock will reflect that.

http://online.barrons.com/articles/carmike-cinemas-eyes-blockbuster-50-gain-1438119014?mod=BOL_hp_highlight_2&cb=logged0.970496436408341
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Reports 20% Rise in Second Quarter Operating Revenue to a Record $219.1 Million (7/27/15)

43% Increase in Q2 Operating Income and 24% Growth in Adjusted EBITDA

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ: CKEC):

“Carmike’s strong second quarter operating revenue growth reflects the ongoing success of our theatre-level initiatives and the progress we are achieving around our value-building theatre acquisition and organic growth strategies. Buoyed by an attendance increase of nearly 14%, Carmike’s strong operating and financial momentum has continued in 2015 as we achieved record performance across several key financial metrics, including a 20% rise in operating revenues that marked an all-time quarterly record, as well as a 43% rise in operating income, and increases in adjusted EBITDA and theatre level cash flow of over 24% and 25%, respectively,” stated David Passman, Carmike Cinemas’ President and Chief Executive Officer.

“In the second quarter, we generated record-level concessions and other spending per patron, marking 22 consecutive reporting periods of year-over-year concessions and other per patron spending growth while maintaining healthy margins. Carmike’s 24% increase in total concessions and other revenues and 9% rise in concessions and other spending per patron again highlight our team’s long-term successful food and beverage initiatives. We are confident the growth in this high-margin revenue stream will play a key role in our overall top-line growth as we continue to test new food and beverage concepts and introduce our concessions innovations and in-theatre dining services in additional markets across our circuit.

“Second quarter total admissions revenue grew 17% while admissions revenue per screen was substantially in-line with the industry. Over the past several years, Carmike’s admissions revenue growth per screen has consistently outperformed the overall industry, including by some 600 basis points in the comparable 2014 period, in large part due to the customer-centric focus and accomplishments of our theatre-level operating teams.

“Looking ahead, we intend to continue our role as an industry consolidator, with our capital allocation strategy focused on expanding our theatre circuit in complementary markets through opportunistic theatre acquisitions and new build locations. We are committed to completing transactions that add high-quality assets to our footprint and generate attractive levels of theatre level cash flow, which we believe will enhance shareholder value and support our platform for sustainable growth. We remain optimistic regarding potential opportunities to acquire additional theatres and with a strong balance sheet that includes over $132 million in cash and a recently refinanced capital structure, our board, management team and I remain confident in the company’s prospects to further strategically expand the business.

“We are pleased with our record operating performance for the first half of 2015, our ability to execute against our theatre-level initiatives and the continued success of the box office environment and remain optimistic that the positive operating environment will continue for the remainder of 2015 and beyond,” concluded Mr. Passman.

Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “Second quarter operating revenue growth of 19.7% reflects a 17.3% increase in admissions revenue and a 23.9% rise in concessions and other revenue. Top-line growth is attributable to Carmike’s expanded theatre circuit, a favorable box office environment versus the prior year, a 3.1% increase in average ticket prices, and a 8.9% rise in concessions/other spending per patron. Overall, guests spent a record-level of $12.37 per visit on average in the second quarter, which represents a 5.3% increase in combined per patron spending compared to the prior year.

“Carmike’s Q2 2015 film exhibition costs as a percentage of admissions revenues were 58.7%, versus 56.0% in Q2 2014, reflecting a higher concentration of strong performing titles, while concession costs as a percentage of concessions and other revenue declined by 20 basis points to 11.6%.

“The increases in our three theatre-level expense categories primarily reflect the 8.1% year-over-year rise in Carmike’s average screen count related to recent acquisitions and new theatre openings. Salaries and benefits rose $2.6 million to $26.1 million, theatre occupancy costs increased $2.9 million to $23.9 million, and other theatre operating costs were $33.1 million, compared to $28.5 million in the second quarter of 2014. Importantly, these combined theatre-level expense categories as a percentage of total operating revenues decreased by 200 basis points versus the prior year period.

“General and administrative expenses were $8.2 million for Q2 2015, including $1.2 million of non-cash share-based compensation expense and $0.8 million of merger and acquisition related costs. Quarterly interest expense decreased $0.4 million to $12.6 million in Q2 2015, due primarily to lower capital lease and financing obligation balances.

“On June 17, Carmike issued $230 million aggregate principal amount of 6.00% Senior Secured Notes due 2023. Net proceeds from this offering were used to repay our $210 million 7.375% Senior Secured Notes due 2019. Carmike recorded non-recurring loss on extinguishment of debt charges of $17.6 million in the second quarter of 2015 for the write-off of unamortized debt issuance costs, including a prepayment penalty of $11.6 million related to the termination of its existing senior secured notes. The refinancing is expected to yield $1.7 million of annual interest expense savings through 2023.

“Carmike simultaneously entered into a new $50 million revolving credit facility that replaces the prior $25 million revolver that was scheduled to mature in April 2016 and was undrawn at closing. By leveraging the current favorable credit environment, our recent refinancing activity expands our total debt capacity while locking in attractive capital costs for our extended maturities.

“Adjusted EBITDA increased 24.4% to $40.8 million and theatre level cash flow rose 25.1% to $47.0 million due to a combination of Carmike’s strong top-line growth, higher attendance levels, results-focused operating disciplines, and expanded scale. Reflecting cash of $132.8 million at June 30, 2015 and our recent refinancing, we ended the quarter with $326.6 million of net debt, compared with $347.5 million at December 31, 2014. Our capital allocation strategy continues to focus on deploying cash to expand our theatre circuit through accretive acquisitions and new build locations,” concluded Mr. Hare.

Supplemental Financial Measures

Theatre level cash flow, EBITDA, adjusted EBITDA, adjusted net income, 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 is defined as net (loss) income plus impairment of long-lived assets, loss on extinguishment of debt, merger and acquisition-related expenses, share-based compensation expense and (gain) loss on sale of property and equipment, net of tax. 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 capital leases and long-term financing obligations, long-term debt and capital leases and long-term financing obligations (less current maturities). Net debt is defined as total debt less cash and cash equivalents. EBITDA is defined as net (loss) income plus income tax (benefit) expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus income (loss) from unconsolidated affiliates, loss from discontinued operations, loss on extinguishment of debt, merger and acquisition-related expenses, share-based compensation expense, (gain) loss on sale of property and equipment, and impairment of long-lived assets. Carmike believes that EBITDA and adjusted EBITDA are important supplemental measures of operating performance for a motion picture exhibitor’s operations because they provide measures of core operations.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 270 theatres with 2,882 screens in 41 states. The circuit includes 48 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 30 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20150727006182/en/Carmike-Cinemas-Reports-20-Rise-Quarter-Operating#.VbaYBLTbKUk
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Inc. And IMAX Expand Partnership With Three-Theatre Agreement (7/07/15)

Deal Includes the First Commercial IMAX® Theatres in Montana

NEW YORK and COLUMBUS, Ga., July 7, 2015 /PRNewswire/ -- IMAX Corporation (NYSE: IMAX) and Carmike Cinemas Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture presenter, today announced an expansion of the parties' revenue-sharing arrangement with the addition of three new IMAX® theatre systems. One theatre will be added to the Carmike 12 multiplex in Missoula and another to the Carmike Shiloh 14 multiplex in Billings, marking the first commercial IMAX theatres in Montana. The third will be added to a new construction project in Manhattan, Kansas. Today's agreement brings to 24 theatres Carmike Cinemas' total IMAX commitment.

"With the strong recent domestic box office performance and a powerful IMAX slate for 2015 and beyond, we are pleased to grow our IMAX footprint, which is also a direct result of our IMAX success to date," said Carmike CEO, David Passman. "IMAX is a key part of our growth and brand strategy, delivering an unparalleled, immersive experience that helps to drive incremental revenue. We look forward to future collaborations with IMAX in support of our mutual growth."

"The small to mid-size domestic market continues to present growth opportunities for IMAX. As both a leading U.S. exhibitor and a world-class cinema operator, Carmike is a strategically important partner in helping us to further penetrate these markets," said IMAX CEO, Richard L. Gelfond. "Organically and through acquisition, Carmike has grown its IMAX network to 24 theatres in less than three years - a testament to the confidence our exhibitors have in IMAX to strengthen their businesses."

About Carmike Cinemas
Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,906 screens in 41 states. The circuit includes 47 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 29 "BigDs," 16 IMAX auditoriums with an additional eight under contract, and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is midsized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

About IMAX Corporation
IMAX, an innovator in entertainment technology, combines proprietary software, architecture and equipment to create experiences that take you beyond the edge of your seat to a world you've never imagined. Top filmmakers and studios are utilizing IMAX theatres to connect with audiences in extraordinary ways, and, as such, IMAX's network is among the most important and successful theatrical distribution platforms for major event films around the globe.

IMAX is headquartered in New York, Toronto and Los Angeles, with offices in London, Tokyo, Shanghai and Beijing. As of March 31, 2015, there were 943 IMAX theatres (820 commercial multiplexes, 18 commercial destinations and 105 institutions) in 63 countries.

IMAX®, IMAX® 3D, IMAX DMR®, Experience It In IMAX®, An IMAX 3D Experience®, The IMAX Experience®, IMAX Is Believing® and IMAX nXos® are trademarks of IMAX Corporation. More information about the Company can be found at www.imax.com. You may also connect with IMAX on Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).

http://www.prnewswire.com/news-releases/carmike-cinemas-inc-and-imax-expand-partnership-with-three-theatre-agreement-300109345.html
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Announces Completion of Refinancing (6/17/15)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) announced today the completion of its previously announced refinancing transactions, including its unregistered offering of $230 million aggregate principal amount of 6.00% Senior Secured Notes due 2023, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. Carmike also entered into a new $50 million senior secured revolving credit facility, which was undrawn at closing. The net proceeds from the offering of the Senior Secured Notes were used to redeem Carmike’s 7.375% Senior Secured Notes due 2019 and to pay fees and expenses associated with the refinancing. In connection with the refinancing, Carmike also terminated its existing $25 million revolving credit facility. The Senior Secured Notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the Senior Secured Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,906 screens in 41 states. The circuit includes 47 premium large format (PLF)
auditoriums featuring state-of-the-art technology and luxurious seating, including 29 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit http://www.carmike.com/ for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20150617006282/en/Carmike-Cinemas-Announces-Completion-Refinancing#.VYLHy9jbLIU
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Announces Pricing of $230 Million of Senior Secured Notes Due 2023 (6/10/15)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) today announced the pricing of its previously announced unregistered offering of $230 million aggregate principal amount of 6.00% Senior Secured Notes Due 2023, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes were priced at par and will bear an interest rate of 6.00% per annum payable semi-annually on June 15 and December 15, beginning on December 15, 2015. Carmike expects to close the offering of the notes on or about June 17, 2015, subject to the satisfaction of customary closing conditions.

Carmike also expects to enter into a new $50 million senior secured revolving credit facility to replace its existing revolving credit facility. Carmike expects the new credit facility to remain undrawn at closing.

The net proceeds from the offering, together with cash on hand, will be used to redeem all $210 million in aggregate principal amount of Carmike’s existing 7.375% Senior Secured Notes due 2019, and to pay related fees and expenses.

The notes will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 272 theatres with 2,894 screens in 41 states. The circuit includes 46 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 28 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20150610006339/en/Carmike-Cinemas-Announces-Pricing-230-Million-Senior#.VXmjronbKUk
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas’ 2015 First Quarter Operating Revenue Rises 16% to a Record $184.3 Million (5/04/15)

Operating Revenue Growth Drives Q1 Operating Income of $12.0 Million and Adjusted EBITDA of $29.8 Million

Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today reported results for the three-month period ended March 31, 2015, as summarized below.

[tables deleted]

“The success of Carmike’s recent growth and operating initiatives continue to yield positive operating results for our circuit. We achieved records across a number of key financial metrics which reflect continued progress against our strategies to identify and complete value-building theatre acquisitions and the ongoing success of our theatre-level initiatives, combined with a healthy U.S. box office environment. On a per screen basis, our first quarter admissions revenues grew approximately 5% which outperformed the overall industry growth by approximately 180 basis points. While average ticket prices remained flat versus the comparable 2014 period, first quarter attendance growth of nearly 14% generated a 16% rise in operating revenues, resulting in adjusted EBITDA and theatre level cash flow growth of nearly 38% and 28%, respectively,” stated David Passman, Carmike Cinemas’ President and Chief Executive Officer.

“Our first quarter box office successes have carried over to the concession stand. Carmike’s 19% increase in total concessions and other revenues and greater than 4% rise in concessions and other spending per patron highlight the benefits of our focus on delivering a diverse range of food and beverage offerings at attractive price points as well as first class in-theatre dining services. In the 2015 first quarter, we further extended our food and beverage platform by generating record-level concessions and other spending per patron of $4.72, marking 21 consecutive reporting periods of year-over-year concessions and other per patron spending growth while maintaining attractive gross margins.

“Consistent with our food and beverage initiatives and strategies to expand in-theatre dining offerings, during the first quarter we opened our first two full-complex casual dining locations in Bloomington, IL and Richmond, VA, and we plan to open a third location in Athens, GA later this quarter. Our new dine-in locations are receiving positive responses from the local communities and meeting our performance expectations. We remain confident that these investments will benefit mid- and long-term operating results. We are actively evaluating other markets where we believe this concept can deliver attractive returns. In addition to our new dine-in locations, we also opened two additional theatres in Florida during the period.

“In summary, Carmike is executing well against its theatre-level initiatives and is well positioned to participate in additional industry consolidation opportunities, which we believe support our goal of enhancing long-term shareholder value. We are actively executing strategies to identify acquisition and organic growth prospects that expand our theatre circuit and leverage our scale across attractive, complementary markets while strengthening our platform for sustainable growth. With a strong balance sheet including over $90 million in cash, an untapped credit facility and outstanding debt levels that remain well within our target leverage range, we have the financial flexibility and capacity to fund our expansion plans. The year is off to a great start, and we remain optimistic that the favorable operating environment will continue as the year unfolds,” concluded Mr. Passman.

Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “Carmike achieved solid top-line growth in Q1 2015, with admissions revenue and concessions and other revenue increasing over the prior year period by 14.1% and 18.9%, respectively. Q1 2015 average admissions per patron was in-line with the prior year at $7.20 while on average guests spent a record-level $11.92 per visit in the quarter, representing a 1.8% increase in combined per patron spending compared to the prior year.

“Carmike’s Q1 2015 film exhibition costs as a percentage of admissions revenues were 55.4%, versus 54.2% in Q1 2014, reflecting a higher concentration of strong performing titles. Concession costs as a percentage of concessions and other revenue decreased by 60 basis points to 11.0%, as a result of lower commodity prices and volume-based vendor rebates.

“As expected, our three theatre-level expense categories increased during the first quarter of 2015, primarily reflecting Carmike’s expanded circuit due to recent acquisitions and new theatre openings. Salaries and benefits rose $2.2 million to $23.7 million, theatre occupancy costs increased $3.1 million to $23.4 million, and other theatre operating costs were $32.0 million, compared to $29.4 million in the first quarter of 2014. General and administrative expenses were $10.0 million for Q1 2015, including $2.7 million of non-cash share-based compensation expense and $1.7 million of M&A related costs. Quarterly interest expense declined $0.4 million to $12.7 million in Q1 2015, due primarily to the maturing of certain legacy capital leases and long-term financing obligations.

“Adjusted EBITDA increased 38.1% to $29.8 million and theatre level cash flow rose 28.3% to $35.5 million due to a combination of Carmike’s strong top-line growth, higher attendance levels, results-focused operating disciplines, and expanded scale. Reflecting cash of $92.9 million at March 31, 2015, we ended the quarter with $354.8 million of net debt, compared with $352.0 million at December 31, 2014. Our capital allocation strategy continues to focus on deploying cash to expand our theatre circuit through accretive acquisitions and new locations through build-to-suit arrangements,” concluded Mr. Hare.

Supplemental Financial Measures

Theatre level cash flow, EBITDA, 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, merger and acquisition-related expenses, share-based compensation expense and gain on sale of property and equipment, net of tax. Carmike believes adjusted net income (loss) 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 capital leases and long-term financing obligations, long-term debt and capital leases and long-term financing obligations (less current maturities). Net debt is defined as total debt less cash and cash equivalents. EBITDA is defined as net income (loss) plus income tax expense (benefit), interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus income (loss) from unconsolidated affiliates, loss from discontinued operations, merger and acquisition-related expenses, share-based compensation expense, gain on sale of property and equipment, and impairment of long-lived assets. Carmike believes that EBITDA and adjusted EBITDA are important supplemental measures of operating performance for a motion picture exhibitor’s operations because they provide measures of core operations.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 272 theatres with 2,894 screens in 41 states. The circuit includes 46 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 28 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20150504006403/en/Carmike-Cinemas%E2%80%99-2015-Quarter-Operating-Revenue-Rises#.VUfeToktGUk
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas Announces its Response to Press Reports and Unusual Market Activity (3/13/15)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (the “Company”) (NASDAQ: CKEC) reported that in view of certain press reports and unusual market activity in the Company’s stock, the NASDAQ stock exchange contacted the Company today in accordance with its usual practice. The Company has stated that its policy is not to comment on unusual market activity or rumors.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 272 theatres with 2,894 screens in 41 states. The circuit includes 46 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 28 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show-times and to purchase tickets.

http://www.businesswire.com/news/home/20150313005547/en/Carmike-Cinemas-Announces-Response-Press-Reports-Unusual#.VQNSI4ktGUk
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Exclusive: Carmike Cinemas explores sale - sources (3/13/15)

By Liana B. Baker

(Reuters) - Carmike Cinemas Inc (CKEC.O), the fourth-largest U.S. movie theater chain, has hired investment bank JPMorgan Chase & Co (JPM.N) to help it explore strategic alternatives, including a potential sale, according to people familiar with the matter.

Carmike has approached some of its competitors in recent months in the United States and abroad to discuss a potential deal, the people said. There is no certainty that this process will result in a sale of the company, the people added.

Carmike shares jumped as much as 12.5 percent on the news and were trading up 9.8 percent at $34.06 in early morning trading in New York on Friday.

The sources asked not to be identified because the sale process is confidential.

Spokespeople for Carmike and JPMorgan did not immediately respond to requests for comment.

Columbus, Georgia-based Carmike has a market capitalization of around $830 million and competes with Cinemark Holdings Inc (CNK.N) and Regal Entertainment (RGC.N), as well as AMC Entertainment Inc, which was acquired by China's Wanda Group in 2012 for $2.6 billion.

Movie theaters face increasing competition from a range of digital entertainment options, such as Netflix Inc (NFLX.O) and Apple Inc (AAPL.O). Attendance has fallen in the United States and Canada over the past decade as a result.

Regal Entertainment announced last year that it had hired a bank to explore its options. It said in January it had shelved those plans. Sources said at the time this was due to the lack of strong buyer interest.

While theater attendance has been declining, Carmike has been pursuing growth by expanding into new areas, such as alcohol sales and dining in about 30 theaters.

Any merger of Carmike with a large competitor could be closely looked at by regulators, who have scrutinized the fairly consolidated cinema industry vigorously in recent years.

Last November, the Justice Department sued to block the merger of Screenvision and National CineMedia Inc (NCMI.O), the two largest suppliers of commercials in movie theaters. Carmike owns a stake in Screenvision, while the other large theater operators own stakes in National CineMedia.

Carmike had 278 theaters in 41 states as of the end of September, with more than 20 theaters in Georgia, Alabama, Florida, North Carolina and Pennsylvania, according to its website.

The company generated $689.9 million in operating revenue last year, up from $634.8 million a year ago. It had $352 million in net debt as of the end of December.

http://www.reuters.com/article/2015/03/13/us-carmike-m-a-idUSKBN0M91JX20150313
👍️0
Enterprising Investor Enterprising Investor 9 years ago
CKEC jumps 11.2 percent on very active trading.

Carmike Cinemas, Inc (CKEC)
34.5 +3.47 (11.18%)
Volume: 1,058,584
Day's Range: $30.912-$34.90
👍️0
Enterprising Investor Enterprising Investor 9 years ago
Carmike Cinemas’ Fourth Quarter Revenue Rises 7.9% to a Record $185.4 Million (3/02/15)

Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today reported results for the three and twelve month periods ended December 31, 2014, as summarized below.

[tables deleted]

Carmike Cinemas’ President and Chief Executive Officer David Passman stated, “Carmike performed favorably on several key metrics in Q4 2014 despite a third consecutive quarter of year-over-year industry box office declines. Total admission revenues, which increased 5.9% year over year, continues to reach record highs as we complete acquisitions and replace older theatres with state-of-the-art entertainment complexes.

“We believe our theatre-level operating teams performed well in the quarter despite the soft industry trends. Our concessions strategies continue to capture a greater share of concessions spending. Carmike’s 11.2% increase in total concessions and other revenues and 6.5% rise in concessions and other spending per patron during the quarter extends our industry leadership in these performance metrics and highlights the benefit of our focus on delivering a diverse range of food and beverage offerings to theatregoers at affordable price points. In this regard, we are proud that the 2014 fourth quarter marks our twentieth consecutive reporting period of year-over-year concessions and other per patron revenue growth.

“We recently opened our first two theatres providing in-auditorium full service casual dining to an entire theatre complex, in Bloomington, IL and Richmond, VA and plan to open a third dine-in theatre in the second quarter of 2015. Our dine in experience includes reserved seating, friendly wait staff to ensure patrons are greeted both with a menu as well as a helpful guide on using the silent electronic push-button service, which allows patrons to enjoy a convenient in-seat ordering and dining experience, complete with a wide array of food and beverage options while enjoying a movie in our premium seats. Patrons may order as many times as they wish during the movie, allowing for appetizers, entrees, desserts and beverages to be ordered and delivered fresh from the kitchen when the patron is ready to enjoy them.

“Carmike remains focused on its initiatives to build long-term shareholder value. While the film slate varies from quarter-to-quarter, we continue to execute our strategy to identify acquisition and build-to-suit opportunities that expand our theatre circuit and scale in attractive, complementary markets thereby strengthening our platform for sustainable growth. Our year over year average screen count increased nearly 11% to over 2,900 screens in the fourth quarter.

“Given the industry wide year over year increase of approximately 9% through this weekend, we remain cautiously optimistic about the 2015 first quarter box office environment notwithstanding that the first quarter of 2014 provides the most difficult comparison in 2015. We are enthusiastic about the film slate for the remainder of 2015, which contains a robust offering of highly-anticipated tent-pole sequels and exciting new titles. Finally, Carmike’s growing circuit of high quality theatres, ongoing success in maximizing high-margin concessions revenue opportunities and our Company-wide emphasis on customer service excellence remain critical factors in our ability to generate positive operating results over the long-term,” concluded Mr. Passman.

Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “Fourth quarter operating revenue growth of 7.9% reflects a 5.9% increase in admissions revenue and an 11.2% rise in concessions and other revenue. Top-line growth is largely attributable to Carmike’s larger theatre circuit, a 1.5% increase in average ticket prices, and a 6.5% rise in concessions spending per patron, which together offset the weaker film slate during the period. Overall, guests spent an average of $11.92 per visit in the fourth quarter, which represents a 3.4% increase in combined per patron spending compared to the prior year.

“Film exhibition costs as a percentage of admissions revenues in the 2014 fourth quarter decreased by approximately 20 basis points to 55.5%. The slight decrease was due to the less successful industry box office performance versus the prior year. Concession and other revenue margin percentage improved by approximately 10 basis points as a result of more favorable concession costs versus the prior year.

“Salaries/benefits rose by $2.5 million to $24.0 million and theatre occupancy costs rose by $5.3 million to $23.8 million, due primarily to increased screen count from recent acquisitions and new build-to-suit theatres. Other theatre operating costs were $31.7 million, compared to $26.0 million in the 2013 period, due primarily to the expected incremental operating expenses resulting from our expanded circuit. General and administrative expenses were $9.8 million, versus $7.2 million in the 2013 period, due to increased legal and professional fees related to our acquisition and expansion initiatives and accelerated share-based compensation expense. Quarterly interest expense rose to $12.7 million, due principally to the assumption of long-term lease obligations associated with screens acquired in late 2013.

“Fourth quarter adjusted EBITDA was $27.1 million and theatre level cash flow was $34.5 million. While a majority of our costs are largely fixed, we continue to exercise prudent cost management throughout the organization to maximize the performance of our operations and create efficiencies where possible.

“On a full-year basis, Carmike’s total operating revenues grew 8.7% to $689.9 million. Adjusted EBITDA declined 13.4% to $98.3 million in 2014 and theatre-level cash flow decreased 8.0% to $124.3 million year over year, primarily due to the increase in fixed costs associated with our recent acquisitions combined with a decline in industry box office.

“Reflecting cash of $97.5 million at December 31, 2014, we ended the year with $352.0 million of net debt, compared with $311.4 million of net debt at December 31, 2013. Our capital allocation strategy continues to focus on deploying cash to expand our theatre circuit through accretive acquisitions and new locations through build-to-suit arrangements," concluded Mr. Hare.

Supplemental Financial Measures

Theatre level cash flow, EBITDA, adjusted EBITDA, adjusted net (loss) income, 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 (loss) income is defined as net (loss) income plus impairment of long-lived assets, merger and acquisition-related expenses, accelerated share-based compensation expense for certain retirement eligible employees, lease termination charges, (gain) loss on sale of property and equipment and severance agreement charges, net of tax. Carmike believes adjusted net (loss) 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 capital leases and long-term financing obligations, long-term debt and capital leases and long-term financing obligations (less current maturities). Net debt is defined as total debt less cash and cash equivalents. EBITDA is defined as net (loss) income plus income tax (benefit) expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus (loss) income from unconsolidated affiliates, loss from discontinued operations, merger and acquisition-related expenses, accelerated share-based compensation expense for certain retirement eligible employees, severance agreement charges, lease termination charges, (gain) loss on sale of property and equipment, and impairment of long-lived assets. Carmike believes that EBITDA and adjusted EBITDA are important supplemental measures of operating performance for a motion picture exhibitor’s operations because they provide measures of core operations.

About Carmike Cinemas

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,892 screens in 41 states. The circuit includes 45 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 27 "BigDs," 16 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for exact show times and to purchase tickets.

http://www.businesswire.com/news/home/20150302006710/en/Carmike-Cinemas%E2%80%99-Fourth-Quarter-Revenue-Rises-7.9#.VPWh3YktGUk
👍️0
blasher blasher 10 years ago
WoWser! . . . CKEC is Strong Up today even when the Market was a Strong Down.
This is a lesson on Trading with good Seasonal Stocks like CKEC.
Like I pointed out, CKEC's Stock Seasonality is a Strong Up through the February and March time-frame every year.
Buying in a Dip before the seasonal period usually brings good results.
I am looking for a further increase in CKEC based on its strength today.
Do your own DD of course.
👍️0
shankapotamus shankapotamus 12 years ago
Nothing helps a correction like good old fashioned dilution. See news for details.

Congrats to all that bought puts or shorted it off of my call.
👍️0
shankapotamus shankapotamus 12 years ago
$CKEC, very overbought: http://blog.chartmystock.com/2012/03/26/ckec-carmike-cinemas-very-overbought.aspx
👍️0

Your Recent History

Delayed Upgrade Clock