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Carmike Cinemas to Acquire Nine Entertainment Complexes with 147 Screens from Muvico Theaters

  Carmike Cinemas to Acquire Nine Entertainment Complexes with 147 Screens
  from Muvico Theaters

- Acquired Theaters Include Two Bogart’s Bar & Grill Restaurants, Two IMAX and
                    Two MuviXL Large Screen Auditoriums -

Business Wire

COLUMBUS, Ga. & FORT LAUDERDALE, Fla. -- November 4, 2013

Carmike Cinemas, Inc. (NASDAQ:CKEC), a leading entertainment, digital cinema
and 3-D motion picture exhibitor, announced today the signing of a definitive
agreement to purchase nine entertainment complexes with an aggregate of 147
screens located in Florida, California and Illinois from Muvico Entertainment,
L.L.C. (dba Muvico Theaters) for $31.75 million in cash. All assets and
obligations being acquired are subject to customary accounting adjustments to
reflect acquisition date fair value as well as the reclassification of certain
lease related obligations. The transaction is expected to close in the fourth
quarter of 2013.

Upon closing, Carmike’s theatre portfolio will increase to 257 theatres with
an aggregate of 2,681 screens in 37 states. The acquisition is projected to
add incremental revenue of $68 million and, after general and administrative
synergies, pro forma EBITDA of $5.4 million to Carmike’s financials for the
trailing twelve month period ended August 31, 2013. A reconciliation of net
income to pro forma EBITDA (a non-GAAP measure) is included below.

Carmike Cinemas’ President and Chief Executive Officer David Passman stated,
“This opportunistic acquisition of nine premium properties in three states
will further increase our revenue and operating base and represents another
excellent opportunity to expand our platform in attractive, complementary
markets. Consistent with Carmike’s stated acquisition criteria, this
transaction presents a number of operational and cost synergy opportunities.

“Similar to Carmike, Muvico is a cinema technology leader and industry
pioneer, with recent capital expenditures for digital projection system
upgrades, IMAX and MuviXL large format screens, installations of cutting-edge
sound, reserved seating and ticket kiosks, as well as additional facility
enhancements. We expect limited incremental maintenance capital expenditures
on these acquired facilities over the near-term.

“The acquisition also will bring two Bogart’s Bar & Grill restaurants to our
circuit at the Thousand Oaks, Calif. and Rosemont, Ill. complexes, furthering
our entry into the full-service food and beverage arena. A majority of the
theatres have beer and wine service, as well as on-site entertainment centers,
party rooms and conference facilities.

“Carmike’s ongoing operating execution, combined with select accretive
transactions, has continued to positively impact our top- and bottom-line
results, further strengthening our position to secure additional growth
opportunities as we move closer to our 300 location, 3,000 screen goal. We are
delighted to add these well-maintained theatres to our expanding circuit, and
the entire Carmike team looks forward to welcoming the Muvico associates to
our growing family,” concluded Mr. Passman.

Muvico Entertainment L.L.C. President and Chief Executive Officer, Neil Bretan
stated, “We are pleased that a circuit with the visionary leadership and
caliber of seasoned management of Carmike will be the new stewards of the
Muvico assets and brand. We are confident Carmike’s commitment to the high
level of guest service Muvico has consistently delivered to our loyal guests
over the last twenty years will make the transition to new ownership a
seamless one for all.”

Of the acquired  auditoriums, 97% feature digital projection systems and all
contain luxurious stadium seating configurations. Approximately 24 percent of
the screens are 3-D-capable and four theatres have premium large format
screens, two IMAX auditoriums as well as two MuviXL large screen auditoriums.
All locations include D-BOX motion-code action seats. Carmike operates 28 of
its own premium large format auditoriums, with 20 proprietary BigD large
format digital experience screens in addition to its eight IMAX locations. Of
the nine theatres being purchased, seven are located in Florida, where Carmike
currently has 13 locations. The Rosemont 18 is slated to be Carmike’s 11^th
Illinois theatre. The Thousand Oaks 14 will be Carmike’s first
California-based complex, marking its 37^th state with at least one location.
All 147 screens in this prospective transaction are already participants in
Screenvision’s cinema advertising network, which includes more than 14,000
screens throughout the US.

Theatres being acquired from Muvico:

State     Location          Theatre     State    Location       Theatre
Calif.       Thousand             Thousand       Fla.        Tampa             Starlight
             Oaks**/***           Oaks 14                                      20
Ill.         Rosemont**/***       Rosemont       Fla.        Tampa             Centro
                                  18                                           Ybor 15
Fla.         West Palm            Parisian       Fla.        St.               Baywalk
             Beach*               20                         Petersburg*       20
Fla.         Pompano Beach        Broward        Fla.        Palm Harbor       Palm
                                  18                                           Harbor 10
Fla.         Hialeah              Hialeah
                                  12

* Denotes theatre with an IMAX auditorium
** Denotes theatre with a MuviXL auditorium
*** Denotes theatre with a Bogart’s Bar & Grill full service restaurant


Macquarie Capital acted as financial advisor and King & Spalding LLP acted as
legal counsel to Carmike Cinemas in this transaction. Dresner Partners acted
as financial advisor and Seyfarth Shaw LLP acted as legal counsel to Muvico
Entertainment, L.L.C., in this transaction.


MUVICO ENTERTAINMENT, L.L.C.

SUPPLEMENTARY NON-GAAP RECONCILIATION

PRO FORMA EBITDA (Unaudited)

($ in thousands)
                                  
                                      Twelve Months Ended
                                      August 31,
                                      2013
Net income^1                          $       55
Interest expense^1                            12
Depreciation and amortization^1              2,704
EBITDA^1                              $       2,771
General and administrative^2                 2,639
Pro forma EBITDA                      $       5,410
                                      

      Net income, interest expense, depreciation and amortization expense and
      EBITDA, as defined below, reflect the historical results for the twelve
(1)  month period ending August 31, 2013 and do not give effect to the
      reclassification of certain lease related obligations expected to occur
      upon closing of the transaction.
(2)   Represents estimated annual general and administrative synergies.

EBITDA is defined as net income plus interest expense and depreciation and
amortization. Pro forma EBITDA is defined as EBITDA, as defined above, plus
general and administrative expense synergies.

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. As of
June 30, 2013, Carmike had 245 theatres with 2,476 screens in 35 states, with
a digital footprint of 2,373 screens, including 227 locations with 940 screens
also equipped for 3-D. The circuit includes 20 “Big D” large format digital
experience auditoriums, featuring state-of-the-art equipment and luxurious
amenities, as well as 8 IMAX® auditoriums. As “America’s Hometown Theatre
Chain,” Carmike’s primary focus is small to mid-sized community locations.

Disclosure Regarding Forward-Looking Statements

This press release and other written or oral statements made by or on behalf
of Carmike Cinemas, Inc. (the “Company”) contain forward-looking statements
within the meaning of the federal securities laws. Statements that are not
historical facts, including statements about our beliefs, expectations and
future performance, are forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the words,
“believes,” “expects,” “anticipates,” “plans,” “estimates” or similar
expressions. Examples of forward-looking statements in this press release
include the Company’s expectations regarding the closing of the acquisition
and the effect of the acquisition. Forward-looking statements are only
predictions and are not guarantees of performance. These statements are based
on beliefs and assumptions of management, which in turn are based on currently
available information. The forward-looking statements also involve risks and
uncertainties, which could cause actual results to differ materially from
those contained in any forward-looking statement. Many of these factors are
beyond our ability to control or predict. Important factors that could cause
actual results to differ materially from those contained in any
forward-looking statement include, but are not limited to: our ability to
achieve expected results from our strategic acquisitions, general economic
conditions in our regional and national markets; our ability to comply with
covenants contained in our senior secured credit agreement and the indenture
governing our 7.375% Senior Secured Notes due 2019; our ability to operate at
expected levels of cash flow; financial market conditions including, but not
limited to, changes in interest rates and the availability and cost of
capital; our ability to meet our contractual obligations, including all
outstanding financing commitments; the availability of suitable motion
pictures for exhibition in our markets; competition in our markets;
competition with other forms of entertainment; and other factors, including
the risk factors disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2012, under the caption “Risk Factors.” We believe these
forward-looking statements are reasonable; however, undue reliance should not
be placed on any forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as of the date
they are made, and we undertake no obligation to update publicly any of them
in light of new information or future events.

Contact:

JCIR – Investor Relations/Corporate Communications
Robert Rinderman or Jennifer Neuman
212-835-8500
ckec@jcir.com
or
Carmike Cinemas, Inc.
Richard B. Hare, 706-576-3416
Chief Financial Officer
 
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