b. riley & co. 13 th annual investor conference carmike cinemas may 2012
TRANSCRIPT
B. Riley & Co. 13th Annual Investor Conference
CARMIKE CINEMAS
May 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.
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STRICTLY CONFIDENTIAL
COMPANY OVERVIEW
13
CARMIKE OVERVIEW
4
OH4IL
9
GA25
SD5
ID2
CO6
TX9
WV2
MI13
TN20
FL9
NY1
OR1
MN 6
NE2
OK10
IN3
WI3
SC10
WA1
VA5MO
1
ND4
WY1
PA19
KY5
NC23
AL13
AR7
KS1
IA5
NM1
MT6
UT3
SUMMARY OF SITES
DE1
4th largest U.S. exhibitor
— 236 theatres / 2,264 screens
Diversified portfolio with theatres in 35 states
America’s Hometown Theatre
— Target small to mid-size non-urban markets
Favorable recent attendance trends vs. industry
Leading digital and 3D platform poised for growth in 3D-driven film slate
— 2,135 digital screens
— 753 3-D screens
— 13 Big D large format auditoriums
Improving operating metrics driven by concessions and cost-cutting measures undertaken
New growth initiatives include 30-year agreement with Screenvision, alternative content, Big D theatre format and VIP Ovation Club offering
Strengthened Balance Sheet through operating and financial discipline
States with 1 – 9 Theatres
States with 10 – 19 Theatres
States with 20+ Theatres
Owned
Leased
Shared OwnershipLeased,
173
Owned, 59
Shared, 4
SMALL MARKET BENEFITS
5
SMALLER FOOTPRINT
UNIQUE HOLLYWOOD FOCUS
SIMPLE EFFICIENT STRATEGY
LIMITED LOCAL ENTERTAINMENT
OPTIONS & COMPETITION
10-12 screens ideal
Offer entertainment in a family-friendly setting
Small town America’s favorite theatre
Presence in locations with minimal entertainment alternatives
3-D / digital strategy
High concession margins
Enhanced cash flow per screen
Connectivity with audience base
Focus on event films, family animation, sequels ideal for hometown audiences
DIGITAL AND 3-D EXHIBITION PIONEER
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Digital Overview
2,135 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 – St. Clairsville, OH– Franklin, TN – Missoula, MT– Canton, GA – Pottstown, PA – Savannah, GA – Winder, GA– Tyler, TX – Maryville, TN– Billings, MT – Apple Valley, MN– Chattanooga, TN
3-D Overview
National 3-D footprint:
– 753 3-D capable screens (at 3/31/12)
– 35% 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)
CARMIKE IS A LEADER IN THE DEPLOYMENT OF DIGITAL AND 3-D CINEMA
SIGNIFICANT DIGITAL UPSIDE
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HISTORICAL AND UPCOMING RELEASES
RECENT AND UPCOMING 3-D RELEASES
FOCUS ON DIGITAL FORMAT HAS POSITIONED CARMIKE TO CAPITALIZE ON GROWING DIGITAL OPPORTUNITIES
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)
— 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.
MOVIE-GOING…MOST POPULAR AND BEST VALUE
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Most Popular Out-of-Home Entertainment Experience
Cinemas Theme Parks
Baseball (MLB)
Basketball (NBA)
Hockey (NHL)
Football (NFL)
1,364
347
8022 21 18
Most Attractive Value Proposition
Cinemas Baseball (MLB)
Theme Parks
Basketball (NBA)
Hockey (NHL)
Football (NFL)
$7
$24
$36
$49 $50
$71Annual attendance (mm)
Source: 2008 MPAA, Pricewaterhouse Coopers
Ticket Price per Patron
NEW BUILD-TO-SUIT THEATRES
Three new build-to-suit theatres opened since December 2011
— West Pottstown, PA
— Winder, GA
— Maryville, TN
All new build-to-suit theatres contain one BIG D auditorium
Feature single point-of-sale for tickets and concessions
Third party ‘build-to-suit’ theatres require less upfront investment for Carmike
Entered into agreement with Entertainment Properties Trust in Q1 2012 to identify and develop future theatre sites
Digital entertainment complexes featuring stadium seating
More new build-to-suit theatres announced
— Jacksonville, NC
— Cleveland, TN
— Decatur, AL
— Champaign, IL
— Sandestin, FL
— Winchester, VA
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West Pottstown, PA
Winder, GA
Maryville, TN
ACQUISITIONS
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Recent Acquisitions:
Davis Theatres
July 2011
Dothan, AL
MNM Theatres
October 2011
Atlanta, GA area
Destinta Theatres
March 2012
Clarion, PA
Opportunities:
Current overhead structure can support 300 theatres and 3,000 screens
Take advantage of exhibitors unable to finance digital expansion
Company is currently positioned to take advantage of accretive acquisitions after completion of equity offering and debt refinancing in April 2012
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
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CONCESSIONS SUCCESS
Excellent, industry-leading margins
—Nine 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 3 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)
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1
SCREENVISION AGREEMENT
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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 $15 million of proceeds, further deleveraging balance sheet
Carmike received 20% ownership interest in Screenvision profits and growth; which can go as high as 25% or as low as 15% depending on screen count, while also giving Carmike rights to distributions upon a monetization event of Screenvision
Perfectly aligned partnership
— Screenvision has similar small-town footprint to Carmike
— Local advertiser focus yields synergies
New relationship forged with respected media investor Shamrock Capital
Cinema advertising regarded as one of the fastest growing media segments in the United States
STRICTLY CONFIDENTIAL
FINANCIAL SUMMARY
214
Admissions64%
Concessions and Other
36%
THEATRE OPERATIONS – YTD 2012
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Notes:1 As percentage of total revenue for YTD 3/31/20122 Other theatre operating costs include labor, utilities, occupancy and facility lease expenses
REVENUE MIX1 COSTS AND EXPENSES
2
G&A, 4%
Film Exhibition, 37%
Concession, 5%
Other Theatre Operating2 ,
47%
Q1 2012 AND YTD 2011 FINANCIAL UPDATE
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Three Months Ended Twelve Months Ended 2011 March 31, December 31, Q1 Variance YTD Variance($ in millions) 2012 2011 2011 2010 ($) (%) ($) (%)
Financial Summary
Total Revenue $ 130.8
$ 95.8
$ 482.2
$ 488.0 $35.0 36.5%
$ (5.8) (1.2%)
Theatre Level Cash Flow
28.9
10.7
91.9
82.0 $18.2 170.1% $ 9.9 12.1%
Adjusted EBITDA
23.9
6.0
72.8
64.4 $17.9 298.3% $ 8.4 13.0%
Adjusted Net (Loss) Income
4.7 (18.2)
(2.6)
(1.0) $22.9 NM
$ (1.6) NM
Operating Statistics
Average Theatres 236 238 236 242 (2) (0.8%)
(6) (2.5%)
Average Screens 2,259 2,229 2,230 2,266 30 1.3%
(36) (1.6%)Average Attendance Per Screen 5,394 4,216 21,155 21,140 1,178 27.9% 15 0.1%
Average Admissions Per Patron $
6.84 $
6.53 $
6.57 $
6.85 0.31 4.7% (0.28) (4.1%)
Average Concessions / other Per Patron $
3.91 $
3.72 $
3.65 $
3.43 0.19 5.1% 0.22 6.4%
Total Attendance (in thousands) 12,183 9,399 47,177 47,909 2,784 29.6%
(732) (1.5%)
March 31, December
31, Debt Summary 2012 2011
Total Debt $ 314.7
$ 315.4
$ (0.7) (0.2%)
Net Debt 298.4
301.8
$ (3.4) (1.1%)
TOTAL DEBT AND BANK DEBT (unaudited)
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1 Financing obligations are not included as debt under the terms of the Company’s debt agreement.2 The Company has prepaid $120 million of debt in the last four years.
(in thousands)Mar. 31, Dec. 31,
Dec. 31,
2012 2011 2010
Current Maturities of Long-Term Debt, Capital Leases$4,062 $3,959 $4,240
and Long-Term Financing Obligations
Long-Term Debt Less Current Maturities 196,459 196,880 233,092
Capital Leases and Long-Term Financing Obligations1 114,179 114,608 116,036
Total Debt2 $314,700 $315,447 $353,368
Less Cash and Cash Equivalents (16,289) (13,616) (13,066)
Net Debt $298,411 $301,831 $340,302
Interest Expense $34,113 $35,985
Q2 FINANCING TRANSACTIONS
Public Equity Offering
The Company completed a public equity offering under its current shelf registration on April 11, 2012.
Issued 4.6 million shares, including the underwriters’ overallotment at $13/share
Net proceeds totaled $56.2 million
Debt Refinancing
The Company issued $210 million bonds on April 27, 2012 to replace its existing term loan ($199.7 million at 3/31/12)
Net proceeds of $202.8 million after bond issuance costs
Fewer covenant restrictions with notes resulting in increased flexibility to pursue capital expenditures, acquisitions, dividends, etc.
The Company also entered into a new $25 million revolving credit facility to replace its existing $30 million revolving credit facility.
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KEY FINANCIAL TAKEAWAYS
Strengthened balance sheet to continue to pursue growth opportunities (upgrade equipment, new builds, acquisitions, etc.) vs. paying dividends or repurchasing stock
— Raised $56 million through public offering in April 2012
— Achieved goal of $200 million bank debt at year-end; Refinanced debt in April 2012 to provide more flexibility
— 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
— Nine 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.
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Q&A SESSION
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Thank You!
Investor Relations contacts:Richard Hare, CFOCarmike Cinemas
(706)[email protected]
Robert RindermanJ C I R