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MACQUARIE CAPITAL

VIEWS: 6 PAGES: 24

									CARMIKE
CINEMAS
Gabelli and Company, Inc.
4th Annual Movie Exhibition
Conference




March 2012
DISCLAIMER


This presentation contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts,
including statements about our beliefs and expectations, 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 presentation include our ticket and concession price increases, our cost control measures, our strategies and operating goals, our
plans regarding debt reduction, our film slate for 2012 and future years, and our capital expenditure and theater expansion/closing plans. 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 inability to consummate the transactions described in this presentation on terms favorable to us;
 The inability to satisfy any conditions to closing or to complete any related financing in connection with the transactions described in this
presentation;
 Our ability to comply with covenants contained in our senior secured credit agreement;
 Our ability to operate at expected levels of cash flow;
 Our ability to meet our contractual obligations, including all outstanding financing commitments;
 Financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital;
 The availability of suitable motion pictures for exhibition in our markets;
 Competition in our markets;
 Competition with other forms of entertainment;
 The effect of our leverage on our financial condition; and
 Other factors, including the risk factors disclosed in our annual report on form 10-K for the year ended December 31, 2011 and our quarterly reports
on form 10-Q 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 these in light of new information or future events.



                                                                                                                                                             2
   COMPANY OVERVIEW




                        1
STRICTLY CONFIDENTIAL       3
CARMIKE OVERVIEW

                                                               WA
 4th largest U.S. exhibitor                                    1
                                                                                       MT
                                                                                                        ND
  — 237 theatres / 2,254 screens                             OR
                                                              1
                                                                                        6
                                                                                                         5              MN
                                                                          ID                                             6
 Diversified portfolio with theatres in 35 states                         2
                                                                                         WY
                                                                                                        SD
                                                                                                         5
                                                                                                                                   WI
                                                                                                                                   3          MI
                                                                                                                                                                     NY
                                                                                                                                                                      1
                                                                                                                                              13
                                                                                          1
 America’s Hometown Theatre                                                                                NE           IA
                                                                                                                          5                         OH
                                                                                                                                                                PA
                                                                                                                                                                18
                                                                               UT                            2
                                                                                                                                         IN          4                    DE
  — Target small to mid-size non-urban markets                                  3           CO
                                                                                             6               KS
                                                                                                                                    IL
                                                                                                                                     9    3               WV
                                                                                                                                                           2 VA            1
                                                                                                                             MO                KY             5
                                                                                                              1
 Favorable recent attendance trends vs. industry                                                                             1
                                                                                                                                          TN
                                                                                                                                                5
                                                                                                                                                                NC
                                                                                                                  OK                                            23
                                                                                                                                          21
 Leading digital and 3D platform poised for                                             NM
                                                                                          1
                                                                                                                  10          AR
                                                                                                                               7
                                                                                                                                                           SC
                                                                                                                                                           10
                                                                                                                                                     GA
  growth in 3D-driven film slate                                                                                                         AL
                                                                                                                                         13
                                                                                                                                                     25
                                                                                                       TX
  — 2,128 digital screens                                   States with 1 – 9 Theatres
                                                                                                        9

                                                                                                                                                           FL
  — 744 3-D screens                                         States with 10 – 19 Theatres                                                                   9


  — 12 Big D large format auditoriums                       States with 20+ Theatres


 Improving operating metrics driven by              Note: Does not include Winder, GA and Maryville, TN opened in Q1 2012.
  concessions and cost-cutting measures
  undertaken                                         SUMMARY OF SITES
 New growth initiatives include 30-year                                            Shared, 4

  agreement with Screenvision, alternative
                                                                                                                       Owned
  content, Big D theatre format and VIP Ovation
  Club offering                                                                                 Owned, 61
                                                                                                                       Leased
 Strengthened Balance Sheet through operating                                      Leased, 172
  and financial discipline                                                                                             Shared
                                                                                                                       Ownership




                                                                                                                                                                               4
SMALL MARKET BENEFITS


                         10-12 screens ideal
 SMALLER FOOTPRINT       Offer entertainment in a family-friendly setting




                         Small town America’s favorite theatre
    LIMITED LOCAL
   ENTERTAINMENT         Presence in locations with minimal entertainment alternatives
OPTIONS & COMPETITION



                         3-D / digital strategy
  SIMPLE EFFICIENT       High concession margins
     STRATEGY
                         Enhanced cash flow per screen


                         Connectivity with audience base
 UNIQUE HOLLYWOOD        Focus on event films, family animation, sequels ideal for hometown
       FOCUS              audiences




                                                                                               5
DIGITAL AND 3-D EXHIBITION PIONEER

CARMIKE IS A LEADER IN THE DEPLOYMENT OF DIGITAL AND 3-D CINEMA


                       2,128 screens converted to digital including 100% of first-run screens and 94% of total
                       New Big D DIGITAL Entertainment Experience
                       Carmike’s digital large screen format debuted in Columbus, GA - Q3 ’10
                         – Current footprint includes:
                                 – Columbus, GA
                                 – Franklin, TN
   Digital Overview
                                 – Canton, GA
                                 – Savannah, GA
                                 – Tyler, TX
                                 – Billings, MT
                                 – 4 Openings in Q4 2011 (Chattanooga, TN; Pottstown, PA; St. Clairsville, OH, and Missoula, MT)
                                        --with additional theatres opening soon (3 openings in Q1 2012)




                       National 3-D footprint:
                          – 744 3-D capable screens (at 12/31/11)
    3-D Overview               – 33% penetration of digital footprint
                       3-D is an important revenue driver for Carmike
                          – Over 20% of box receipts from 3-D titles in some quarters
                          – 3-D genre is well-suited for Carmike’s markets (animation, family, action)




                                                                                                                                   6
SIGNIFICANT DIGITAL UPSIDE

FOCUS ON DIGITAL FORMAT HAS POSITIONED CARMIKE TO
CAPITALIZE ON GROWING DIGITAL OPPORTUNITIES                       HISTORICAL AND UPCOMING RELEASES

 Superior picture quality, brightness and color – no
  degradation over time
 Revenue drivers:
   — Improved programming flexibility
      — Limit “sell outs”
      — Increases revenue and customer satisfaction
   — 3-D content
   — Alternative content
      — Concerts (U2 3-D, Kenny Chesney, Dave Matthews,
        Foo Fighters)                                             RECENT AND UPCOMING 3-D RELEASES
      — Opera and ballet (Emerging Pictures relationship)
      — Pay-per-view events
      — Live sports (BCS Championship, NCAA Final Four,
        NBA Skills, FIFA World Cup)
      — Religious (Fox Faith)
 On-screen advertising (Screenvision) – 3-D format, lobby ads,
  mobile, etc.




                                                                                                     7
3-D BENEFITS

 3-D content is important revenue driver
  − Over 20% of CKEC box receipts from 3-D titles in some
    quarters

 3-D film genre well-suited to CKEC markets                  Enhanced
  − Animation, family, action                                 Experience

 Higher ticket prices
  − $3.00+ premium

 Growing base of 3-D titles and special events
  − 23 films released in ’10, 35+ in 11, including numerous
    ‘franchise’ sequels, 35+ releases for ‘12




                                                                           8
BIG D/OVATION CLUB




                     9
SCREENVISION AGREEMENT

 30 YEAR AGREEMENT WITH ADVERTISING PARTNER SCREENVISION PROVIDES FURTHER GROWTH OPPORTUNITIES



 Extended long-term on-screen exclusive exhibition agreement with cinema advertising leader for additional 30 years

   — Carmike has been Screenvision customer for ~20 years

   — Current deal enhances partnership and provides Carmike with equity upside

 Carmike received $30 million pre-tax cash payment on 1/4/11

   — Prepaid bank debt with $15 million of proceeds, further deleveraging balance sheet

 Carmike received 20% ownership interest in Screenvision profits and growth; which can go as high as 25% or as low as 15%
  depending on screen count, while also giving Carmike rights to distributions upon a monetization event of Screenvision

 Perfectly aligned partnership

   — Screenvision has similar small-town footprint to Carmike

   — Local advertiser focus yields synergies

 New relationship forged with respected media investor Shamrock Capital

 Cinema advertising regarded as one of the fastest growing media segments in the United States




                                                                                                                             10
THEATRE MANAGEMENT STRATEGY

                       Focus on details “through the eyes of our patrons”
                         — Refreshing our circuit
                         — Clean facilities
                         — Friendly and well-trained associates
                         — Appropriate number of employees per theatre to achieve
                           better customer experience
                       Performing general maintenance on older theatres
                         — Helps compete with other entertainment attractions in
                           Carmike markets
                       Theatre utilization
                         — Alternative content – leveraging digital platform
                         — Staggered show times
                       Opening larger, state-of-the art theatres averaging ~12
                        screens
                         — Third party ‘build-to-suit’ theatres require less upfront
                           investment for Carmike
                         — Digital entertainment complexes featuring stadium
                           seating
                       Closing under-performing theatres, exiting expired leases
                         — Most are smaller theatres with fewer/non-digital screens



                                                                                       11
CONCESSIONS SUCCESS

 Excellent, industry-leading margins
  —Eight straight quarter-over-quarter per cap increases
 Streamlined concession offerings
  —Focus on highest margin products such as:
    — Coca-Cola/fountain drinks, popcorn (including flavored), nachos, cotton candy and select candy
      offerings (M&M products)
 Driving more revenue
  —Up-selling patrons with combo / value pricing
    — Reusable/refillable popcorn buckets – leads to repeat visits/loyalty
  —Stimulus Tuesdays (still going strong after 2.5 years)
    — Special Stimulus Tuesday discounted concession offerings
  —Single point of sale for tickets and concessions – pilot program
  —Promotions – including specialized tie-ins, bounce-backs, etc.
  —Ovation Room (VIP Auditorium in Chattanooga, TN – nation’s first ‘Green’ theatre)


                                                                                         1




                                                                                                       12
MOVIE-GOING…MOST POPULAR AND BEST VALUE

              Most Popular Out-of-Home                                        Most Attractive Value Proposition
              Entertainment Experience
                       Annual attendance (mm)                                               Ticket Price per Patron
      1,364                                                                                                                   $71




                                                                                                         $49          $50




                                                                                               $36



                                                                                   $24

                 347


                                                                         $7
                             80
                                         22         21        18

    Cinemas     Theme      Baseball   Basketball   Hockey   Football   Cinemas   Baseball     Theme    Basketball   Hockey   Football
                Parks       (MLB)       (NBA)      (NHL)     (NFL)                (MLB)       Parks      (NBA)      (NHL)     (NFL)

  Source: 2008 MPAA, Pricewaterhouse Coopers




                                                                                                                                        13
   FINANCIAL SUMMARY




                        2
STRICTLY CONFIDENTIAL       14
THEATRE OPERATIONS – YTD 2011


REVENUE MIX1                                                                                      COSTS AND EXPENSES


                                                                                                                       G&A, 4%




                   Concessions                                                                                                             Film Exhibition,
                    and Other                                                                                                                    37%
                      36%                                                                         Other Theatre
                                                                                                   Operating2 ,
                                                Admissions
                                                                                                      55%
                                                  64%                                                              2




                                                                                                                             Concession,
                                                                                                                                 4%




Notes:
1 As percentage of total revenue for YTD 12/31/2011
2 Other theatre operating costs include labor, utilities, occupancy and facility lease expenses


                                                                                                                                                         15
HISTORICAL FINANCIAL SUMMARY


                                  Three Months Ended                   Twelve Months Ended
                                    December 31,                           December 31,
 ($ in millions)                  2011         2010             2011           2010          2009

 Total Revenue                $      120.1 $       115.2    $     482.2 $        488.0 $       508.5

 Theatre Level Cash Flow              24.4          22.0           91.9           82.0          94.7

 Adjusted EBITDA                      19.0          18.1           72.8           64.4          78.5

 Adjusted Net Income (Loss)              3.9          1.0          (2.6)          (1.0)             7.6




                                                                                                          16
Q4 AND YTD 2011 FINANCIAL UPDATE

                                           Three Months Ended          Twelve Months Ended
                                              December 31,                December 31,           Q4 Variance       YTD Variance
($ in millions)                            2011          2010          2011           2010       ($)     (%)        ($)     (%)
Financial Summary
Total Revenue                         $      120.1 $       115.2   $      482.2 $       488.0    $ 4.9 4.3%        $    (5.8) (1.2%)
Theatre Level Cash Flow                       24.4          22.0           91.9          82.0    $ 2.4 10.9%       $     9.9 12.1%
Adjusted EBITDA                               19.0          18.1           72.8          64.4    $ 0.9 5.0%        $     8.4 13.0%
Adjusted Net (Loss) Income                     3.9           1.0           (2.6)         (1.0)   $ 2.9 NM          $    (1.6) NM

Operating Statistics
Average Theatres                               237           239            236           242       (2)   (0.8%)          (6)   (2.5%)
Average Screens                              2,259         2,237          2,230         2,266       22     1.0%          (36)   (1.6%)
Average Attendance Per Screen                5,046         4,952         21,155        21,140       94     1.9%           15     0.1%
Average Admissions Per Patron          $      6.76   $      7.08   $       6.57   $      6.85    (0.32)   (4.5%)       (0.28)   (4.1%)
Average Concessions / other Per Patron $      3.77   $      3.39   $       3.65   $      3.43     0.38    11.2%         0.22     6.4%
Total Attendance (in thousands)             11,401        11,078         47,177        47,909      323     2.9%         (732)   (1.5%)
                                                                   December 31, December 31,
Debt Summary                                                          2011         2010
Total Debt                                                         $     315.4 $      353.4                        $(38.0) (10.8%)
Net Debt                                                                 301.8        340.3                        $(38.5) (11.3%)




                                                                                                                                         17
KEY OPERATING METRICS


                                   Three Months Ended       Twelve Months Ended
                                      December 31,             December 31,
                                     2011      2010      2011      2010      2009

Average Theatres                       237       239       236       242        247
Average Screens                      2,259     2,237      2,230    2,266      2,285
Average Attendance Per Screen        5,046     4,952     21,155   21,140     23,070
Average Admissions Per Patron      $ 6.76 $ 7.08        $ 6.57 $ 6.85 $        6.52
Average Concessions / other Per Patron $ 3.77 $ 3.39    $ 3.65 $ 3.43 $        3.21
Total Attendance (in thousands)     11,401    11,078     47,177   47,909     52,702



                                                                                      18
THEATRE LEVEL CASH FLOW (unaudited)

                                                                Three Months Ended                              Twelve Months Ended
                                                                   December 31,                                    December 31,
 (in thousands)                                                2011                 2010                 2011            2010             2009

 Operating Income1 (loss)                                       $8,317               $5,997             $35,158          $24,281          $22,098
 Severance Agreement Charges                                          -                    -                 845                -           5,462
 (Gain) Loss on Sale of Property and Equipment                     226                 (18)                  333            (667)           (436)
 Write-off of note receivable                                         -                    -                 750                -                   -
 Impairment of Long-Lived Assets                                 2,146                4,192                3,489           8,025           17,548
 Sales and Use Tax Audit                                              -                    -                    -          1,000                    -
 Depreciation and Amortization                                   8,309                7,944               32,258          31,801           33,867
 Adj. EBITDA                                                   $18,998             $18,115              $72,833          $64,440          $78,539

 General and Administrative Expenses                            $5,396               $3,901             $19,084          $17,570          $16,139

 Theatre Level Cash Flow                                       $24,394             $22,016              $91,917          $82,010          $94,678

1Operatingincome is defined as operating revenues less operating expenses which includes film exhibition, concession, theatre operating, G&A, and
non-cash operating charges.



                                                                                                                                                        19
TOTAL DEBT AND BANK DEBT (unaudited)

                                                                              December                December     December
    (in thousands)                                                               31,                     31,          31,
                                                                                2011                    2010         2009
Current Maturities of Long-Term Debt, Capital Leases
                                                                                    $3,959               $4,240       $4,261
 and Long-Term Financing Obligations
Long-Term Debt Less Current Maturities                                            196,880               233,092      248,171
Capital Leases and Long-Term Financing Obligations 1                              114,608               116,036      116,684
Total Debt2                                                                      $315,447              $353,368     $369,116
Less Cash and Cash Equivalents                                                    (13,616)              (13,066)     (25,696)
Net Debt                                                                         $301,831              $340,302     $343,420
Interest Expense                                                                  $34,113               $35,985      $33,067

1   Financing obligations are not included as debt under the terms of the Company’s debt agreement.
2   The Company has prepaid $110 million of debt in the last four years.



                                                                                                                                20
STRATEGIC INITIATIVES TO ENHANCE
BALANCE SHEET

 CARMIKE HAS UNDERTAKEN SEVERAL INITIATIVES TO IMPROVE CASH FLOW AND FURTHER STRENGTHEN ITS
 CAPITAL STRUCTURE POSITION


                        Improves revenue                                   Rationalized asset base by
  DIGITAL SCREEN                                          LOCALIZATION
                        (increased exhibition options                      purging under-performing
  IMPLEMENTATION                                         RATIONALIZATION
                        and 3-D) and cost efficiency                       and non-strategic locations




                        Allowed for cash allocation                        Carmike improving its future
  SUSPENSION OF
                        to repay term loan principal     DEBT REPAYMENT    capital position through
  CASH DIVIDEND
                                                                           repayment of outstanding
                                                                           term loans




                        Only theater chain to
  LIMITED CAPEX         complete its digital roll-out,                     Carmike has lowered
                                                         G&A REDUCTION
      SPEND             limiting need for significant                      general and administrative
                        future capex                                       costs



 STATED OBJECTIVE IS TO IMPROVE FREE CASH FLOW GENERATION AND CONTINUE TO REDUCE LEVERAGE

                                                                                                          21
KEY FINANCIAL TAKEAWAYS

 Continue to utilize free cash to voluntarily pre-pay bank debt and strengthen balance sheet
   — Achieved goal of $200 million bank debt at year-end
 Strengthened balance sheet to continue to pursue growth opportunities (upgrade equipment, new builds, acquisitions, etc.)
  vs. paying dividends or repurchasing stock
   — Want to take advantage of the expiring window of opportunity to go digital that some smaller circuits are either unwilling or
     unable to do
 Concessions success with industry-leading margins
   — Eight straight quarters of higher per caps
   — Creative experimentation with promotions and merchandising strategies to up-sell patrons and foster loyalty/repeat visits
 Continue focus on ‘details matter’ strategy
   — Improving attendance metrics and encouraging repeat business with customer-centric attitude
 High margins and free cash flow conversion to serve as catalysts to strengthen balance sheet and pre-pay existing debt
 Screenvision partnership, strategic new builds / closures and improved pricing
 Further capitalize upon digital/3-D circuit advantages
   — Admission premiums, programming flexibility, high-quality image/sound, alternative content, etc.




                                                                                                                                     22
CLOSING REMARKS




                  23
Q&A SESSION



                    Thank You!




              Investor Relations contacts:
                   Richard Hare, CFO
                   Carmike Cinemas
                     (706)576-3415
                  rhare@carmike.com

                   Robert Rinderman
                    Jaffoni & Collins
                     212/835-8500
                    CKEC@jcir.com


                                             24

								
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