0001628280-16-018223.txt : 20160801 0001628280-16-018223.hdr.sgml : 20160801 20160801160104 ACCESSION NUMBER: 0001628280-16-018223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160801 DATE AS OF CHANGE: 20160801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 161797291 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 8-K 1 q220168-k.htm 8-K Document


 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 

FORM 8-K
 
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2016
 
 

Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 

 
 
 
 
 
 
Delaware
 
000-14993
 
58-1469127
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
 
1301 First Avenue, Columbus,
Georgia
 
31901
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (706) 576-3400
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
þ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 







Item 2.02. Results of Operations and Financial Condition.
On August 1, 2016, Carmike Cinemas, Inc. (“Carmike” or the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2016. The press release contains information about the Company’s financial condition at June 30, 2016 and results of operations for the three and six months ended June 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.
The information in this Item 2.02 of Form 8-K and the attached Exhibit 99.1 are furnished to the Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing filed under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 8.01. Other Events.
Attached hereto as Exhibit 99.2 is commentary from Company management regarding the Company’s second quarter of its 2016 fiscal year.
Item 9.01. Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
 
99.1
 
Press Release, dated August 1, 2016.
 
 
99.2
 
Carmike Cinemas Second Quarter Fiscal 2016 Management Commentary.

Important Additional Information Regarding the Merger Will Be Filed With The SEC
This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed merger of Carmike with and into a wholly-owned subsidiary of AMC Entertainment Holdings, Inc. (“AMC”). In connection with the proposed merger, AMC and Carmike will file with the U.S. Securities and Exchange Commission (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 Current Report on Form 8-K 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 Current Report on Form 8-K 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.

Participants in the Solicitation
This Current Report on Form 8-K 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/.

Disclosure Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 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 Current Report on Form 8-K, 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.
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
CARMIKE CINEMAS, INC.
 
 
 
 
Date: August 1, 2016
 
 
 
By:
 
/s/ Richard B. Hare
 
 
 
 
 
 
Richard B. Hare
 
 
 
 
 
 
Senior Vice President-Finance, Treasurer and Financial Officer






EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
99.1
 
Press Release, dated August 1, 2016.
 
 
 
99.2
 
Carmike Cinemas Second Quarter Fiscal 2016 Management Commentary.



EX-99.1 2 earningsrelease.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
NEWS ANNOUNCEMENT    
                                    
CARMIKE CINEMAS REPORTS 2016 SECOND QUARTER OPERATING REVENUE OF $204.7 MILLION

COLUMBUS, Georgia – August 1, 2016 – Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”), a leading entertainment, digital cinema, alternative content and 3-D motion picture exhibitor, today reported results for the three and six-month periods ended June 30, 2016, as summarized below.

SUMMARY FINANCIAL DATA
(unaudited)
 
Three Months Ended
June 30
 
Six Months Ended
June 30
(in millions)
2016
 
2015
 
2016
 
2015
Total operating revenues
$
204.7

 
$
219.1

 
$
410.9

 
$
403.4

Operating income
8.8

 
26.9

 
24.4

 
38.9

Interest expense
12.4

 
12.6

 
24.8

 
25.3

Theatre level cash flow (1)
37.9

 
47.0

 
81.0

 
82.5

Net (loss) income
(1.6)

 
(1.4)

 
0.6

 
(1.1)

Adjusted net income (1)
2.4

 
8.8

 
7.8

 
11.9

Adjusted EBITDA (1)
31.0

 
40.8

 
67.3

 
70.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Jun. 30, 2016
 
Dec. 31, 2015
Total debt(1)
$
461.3
 
 
$
454.7
 
Net debt(1)
$
352.7
 
 
$
352.2
 
(1)
Theatre level cash flow, adjusted net income, adjusted EBITDA, total debt and net debt are supplemental non-GAAP financial measures. The most comparable GAAP measures are net (loss) income and long-term debt. Reconciliations of theatre level cash flow and adjusted EBITDA to net (loss) income and adjusted net income to net (loss) income for the three and six months ended June 30, 2016 and 2015, as well as a schedule of total debt and net debt as of June 30, 2016 and December 31, 2015, are included in the supplementary tables accompanying this news announcement.

“Our second quarter results reflect the continued successful execution of our theatre-level initiatives and operating effectiveness around our recent acquisitions, offset by the difficult year-over-year comparison related to the record U.S. box office performance in the second quarter of 2015,” stated David Passman, Carmike Cinemas’ President and Chief Executive Officer.

“Despite the soft industry trends, our focus on delivering differentiated and improved food and beverage offerings and innovative dining concepts is reflected by the healthy rise of nearly 10% in second quarter concessions and other spending per patron metrics, marking 26 consecutive reporting periods of year-over-year concessions and other per patron spending growth and highlighting the value of our strategies to further leverage our food, beverage and concession initiatives to support our growth. The achievements in our food and beverage strategies helped minimize the impact of a weaker industry box office which contributed to a second quarter admissions revenue per screen decline of approximately 11% year-over-year.






“In summary, while the popularity of the film slate varies from quarter-to-quarter, Carmike’s circuit of high quality theatres, ongoing success in maximizing high-margin concessions revenue opportunities and Company-wide emphasis on customer service excellence, remain relevant and impactful factors in our ability to generate positive operating results over the long-term. Looking ahead, we are optimistic about the box office environment in the second half of this year and on our prospects for the remainder of 2016 and beyond,” concluded Mr. Passman.

THEATRE PERFORMANCE STATISTICS
(unaudited)
 
Three Months Ended June 30
 
Six Months Ended June 30
 
2016
 
2015
 
2016
 
2015
Average theatres
275

 
271

 
275

 
272

Average screens
2,946

 
2,884

 
2,947

 
2,889

Average attendance per screen
5,389

 
6,145

 
10,725

 
11,504

Average admission per patron
$
7.69

 
$
7.62

 
$
7.75

 
$
7.42

Average concessions/other sales per patron
$
5.20

 
$
4.75

 
$
5.25

 
$
4.73

Total attendance (in thousands)
15,875

 
17,724

 
31,605

 
33,181

Total operating revenues (in thousands)
$
204,674

 
$
219,099

 
$
410,862

 
$
403,433

 
Carmike Cinemas’ Chief Financial Officer Richard B. Hare stated, “A difficult year-over-year industry box office comparison led to a 10.4% decrease in attendance, resulting in a $14.4 million decrease in second quarter operating revenues, including declines in admissions revenue, and concessions and other revenue, of 9.5% and 1.9%, respectively. Reflecting the ongoing success of our various operating and management initiatives, average admissions per patron was $7.69, while guests spent an average of $12.89 per visit in the quarter, a 4.2% increase in combined per patron spending, compared to the prior year period.

“Carmike’s 2016 second quarter film exhibition costs as a percentage of admissions revenues were 57.5%, compared to 58.7% in the second quarter of 2015, reflecting a lower concentration of strong performing titles. Concession costs as a percentage of concessions and other revenue increased from 11.6% in Q2 2015 to 12.0% in Q2 2016, reflecting our expansion of theatres with in-theatre dining and enhanced food and beverage options, while two of our three theatre-level expense categories increased primarily as a result of Carmike’s expanded circuit on the back of recent acquisitions and new theatre openings. Salaries and benefits remained relatively flat at approximately $26.0 million, while theatre occupancy costs increased 12.5% to $26.9 million, and other theatre operating costs increased 2.0% to $33.7 million, compared to $33.1 million in the second quarter of 2015. General and administrative expenses were $11.4 million for the second quarter of 2016, including $0.7 million of non-cash share-based compensation expense and $3.9 million of M&A related costs. Most of our M&A expenses are related to our pending merger with AMC. Quarterly interest expense declined 2.0% to $12.4 million in Q2 2016, due primarily to more favorable terms as a result of the refinancing transactions we completed in the second quarter of 2015. The net loss for the quarter of $1.6 million compares to a net loss of $1.4 million in the prior year period. Adjusted EBITDA1 decreased $9.8 million to $31 million, and theatre level cash flow1 decreased $9.1 million to $37.9 million, as a result of our high fixed-cost structure and the year-over-year decline in top-line revenue.

“Looking at our balance sheet, we continue to operate our business on solid financial footing with a healthy balance sheet that includes cash and cash equivalents totaling $108.5 million at June 30, 2016. Total debt as of June 30, 2016 was $461.3 million compared with $454.7 million at December 31, 2015. Net debt1 for the quarter was $352.7 million, compared with $352.2 million at December 31, 2015, reflecting a net leverage ratio of total debt to EBITDA1 of approximately 2.5 times," concluded Mr. Hare.






As previously announced, in light of the pending transaction with AMC Entertainment Holdings, Inc., Carmike will not hold a conference call or webcast to review its results for the second quarter of 2016.

1. Non-GAAP financial measure. See reconciliation of non-GAAP financial measures. 

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.



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 of Carmike with and into a wholly-owned subsidiary of AMC. In connection with the proposed merger, AMC and Carmike will file with the U.S. Securities and Exchange Commission (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 press release 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 press release 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.

Participants in the Solicitation
This press release 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/.






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 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.

Contact:
Norberto Aja or Jennifer Neuman                            Richard B. Hare
JCIR                                        Chief Financial Officer
212/835-8500 or ckec@jcir.com                            706/576-3416








CARMIKE CINEMAS, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
2015
 
2016
2015
Revenues:
(Unaudited)
(Unaudited)
 
(Unaudited)
(Unaudited)
 
Admissions
$
122,153

$
134,986

 
$
244,856

$
246,342

 
Concessions and other
82,521

84,113

 
166,006

157,091

 
Total operating revenues
204,674

219,099

 
410,862

403,433

 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
Film exhibition costs
70,280

79,288

 
138,624

140,971

 
Concession costs
9,925

9,728

 
19,505

17,750

 
Salaries and benefits
25,967

26,069

 
50,727

49,783

 
Theatre occupancy costs
26,876

23,899

 
52,754

47,334

 
Other theatre operating costs
33,746

33,082

 
68,287

65,111

 
General and administrative expenses
11,421

8,211

 
23,743

18,238

 
Depreciation and amortization
15,311

13,747

 
30,468

26,834

 
Loss (gain) on sale of property and equipment
342

(2,293)

 
60

(3,324)

 
Impairment of long-lived assets
1,980

481

 
2,260

1,870

 
Total operating costs and expenses
195,848

192,212

 
386,428

364,567

 
Operating income
8,826

26,887

 
24,434

38,866

 
Interest expense
12,382

12,639

 
24,768

25,308

 
Loss on extinguishment of debt
   -

17,550

 
            -

17,550

 
Loss before income tax and income from unconsolidated affiliates
(3,556)

(3,302)

 
(334)

(3,992)

 
Income tax (benefit) expense
(857)

(1,281)

 
554

(1,014)

 
Income from unconsolidated affiliates
1,101

576

 
1,515

1,924

 
Net (loss) income
$
(1,598
)
$
(1,445
)
 
$
627

$
(1,054
)
 
Weighted average shares outstanding:
 
 
 
 
 
 
Basic
24,580

24,464

 
24,567

24,393

 
Diluted
24,580

24,464

 
24,975

24,393

 
 
 
 
 
 
 
 
Net (loss) income per common share (Basic and Diluted):
 
 
 
 
 
 
Net (loss) income per common share
$
(0.07
)
$
(0.06
)
 
$
0.03

$
(0.04
)
 







CARMIKE CINEMAS, INC. and SUBSIDIARIES
SUPPLEMENTARY NON-GAAP RECONCILIATIONS
THEATRE LEVEL CASH FLOW AND ADJUSTED EBITDA (Unaudited)
($ in thousands)
 
Three Months
Ended June 30,
Six Months
Ended June 30,
 
2016
2015
2016
2015
Net (loss) income
$
(1,598
)
$
(1,445
)
$
627

$
(1,054
)
Income tax (benefit) expense
(857)

(1,281)

554

(1,014)

Interest expense
12,382

12,639

24,768

25,308

Depreciation and amortization
15,311

13,747

30,468

26,834

EBITDA
$
25,238

$
23,660

$
56,417

$
50,074

Income from unconsolidated affiliates
(1,101)

(576)

(1,515)

(1,924)

Loss on extinguishment of debt

17,550


17,550

Loss (gain) on sale of property and equipment
342

(2,293)

60

(3,324)

Impairment of long-lived assets
1,980

481

2,260

1,870

Merger and acquisition-related expenses
3,886

799

7,638

2,453

Share-based compensation expense
678

1,177

2,401

3,858

Adjusted EBITDA
$
31,023

$
40,798

$
67,261

$
70,557

General and administrative expenses
6,857

6,235

13,704

11,927

Theatre level cash flow
$
37,880

$
47,033

$
80,965

$
82,484

TOTAL DEBT AND NET DEBT (Unaudited)
($ in thousands)
 
 
June 30,
Dec. 31,
 
 
2016
2015
Current maturities of capital leases and long-term financing obligations
 
$
12,446
 
$
9,978
 
Long-term debt
 
223,846
223,406
Capital leases and long-term financing obligations, less current maturities
 
224,968
221,315
Total debt
 
$
461,260
 
$
454,699
 
Less cash and cash equivalents
 
(108,544)
(102,511)
Net debt
 
$
352,716
 
$
352,188
 





ADJUSTED NET INCOME (Unaudited)
($ in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
2015
2016
2015
Net (loss) income
$
(1,598
)
$
(1,445
)
$
627

$
(1,054
)
Impairment of long-lived assets
1,980

481

2,260

1,870

Loss on extinguishment of debt
   -

17,550

   -

17,550

Loss (gain) on sale of property and equipment
342

(2,293)

60

(3,324)

Merger and acquisition-related expenses
3,886

799

7,638

2,453

Share-based compensation expense
678

1,177

2,401

3,858

Tax effect of adjustments to net (loss) income
(2,892)

(7,440)

(5,191)

(9,411)

Adjusted net income
$
2,396

$
8,829

$
7,795

$
11,942

Weighted average shares outstanding (basic)
24,580

24,464

24,567

24,393

Weighted average shares outstanding (diluted)
24,961

24,863

24,975

24,826

Adjusted net income per share (basic)
$
0.10

$
0.36

$
0.32

$
0.49

Adjusted net income per share (diluted)
$
0.10

$
0.36

$
0.31

$
0.48

(1) Adjustments to net income for the three and six months ended June 30, 2016 and 2015 are shown net of tax effect of 42.0%, which represents the estimated combined federal and state tax rates for each period.
# # #


EX-99.2 3 managementcomments-q22016.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2
        
Carmike Cinemas
Second Quarter Fiscal 2016
Management Commentary
August 1, 2016


Please refer to the “Important Disclosures” section of these prepared remarks for important information about our operating metrics, GAAP and non-GAAP definitions, and other important disclosures. Additional financial information is provided in Carmike’s Q2 2016 10-Q and Earnings Release filed with the SEC on August 1, 2016. These comments, along with other information, may be found on Carmike’s Investor Relations website at www.carmikeinvestors.com.

Q2 2016 Operating Results
(GAAP)

 
Operating Results

Management
Comments
$ in millions
Q2 2016
Q2 2015
$ Variance
% Change
 
Operating Revenues
Admissions Revenue
$122.2
$135.0
($12.8)
(9.5)%
• Industry box office was down 9.3% compared to Q2 2015.
• Admissions revenue per screen decreased 11.4% from Q2 2015 to Q2 2016.
    As a percentage of total admissions revenue, admissions revenue from premium format viewings (3D, IMAX, etc.) decreased from 22% in Q2 2015 to 18% in Q2 2016.
    Sundance Cinemas acquisition (Q4 2015) contributed admissions revenues of $2.2 million.
    Recognized $0.3 million in gift card breakage in Q2 2016.
    Year-over-year per patron spend increased from $7.62 to $7.69. Factors include:
o    + Tax on Top
o    + Sundance
o    - 3D ticket %
o    - Discounts, including $5
   Tuesday promotions



Concessions and Other Revenue
$82.5
$84.1
($1.6)
(1.9)%
    Sundance Cinemas acquisition (Q4 2015) contributed concessions and other revenues of $1.9 million.
    Recognized $0.2 million in gift card breakage in Q2 2016.
    Increase in per patron spend from $4.75 to $5.20, primarily driven by tax-on-top pricing strategy implemented in Q4 2015.
    Expanded hot food and alcohol programs continue to generate incremental per patron spend of approximately $0.15 at each location.
    Q2 2016 marks the fourth quarter in which all three Ovation dining theatres have been in operation.
Operating Expenses
Film Exhibition Costs
$70.3
$79.3
($9.0)
(11.4)%
    Film exhibition costs as % of admission revenue decreased from 58.7% to 57.5%.
    Film exhibition costs % decreased due to a lower concentration of top grossing films in Q2 2016 vs. Q2 2015.
Concession Costs
$9.9
$9.7
$0.2
2.0%
    Concession costs as % of concessions and other revenues increased from 11.6% to 12.0%.
    Concession cost as % of concessions and other revenue increased due to rollout of in-theatre dining locations (including the addition of the Sundance locations) during 2015 as well as expansion of locations serving hot food and alcohol.
Salaries & Wages Expense
$26.0
$26.1
($0.1)
(0.4)%
    Salaries and benefits decreased in Q2 2016, reflecting lower staffing levels associated with decreased attendance, partially offset by increased salaries and benefits associated with recent acquisitions and theatre openings.
Theatre Occupancy Costs
$26.9
$23.9
$3.0
12.5%
    Increase in theatre occupancy costs related to 5 theatres and 63 screens (not including acquired screens) opened since Q2 2015, partially offset by impact of closures.
    Increase of $0.8 million due to acquired Sundance theatres.
Other Theatre Operating Expenses
$33.7
$33.1
$0.6
2.0%
    Other theatre operating costs as a % of total operating revenues increased from 15.1% in Q2 2015 to 16.5% in Q2 2016.
    Increase of $0.8 million due to acquired Sundance theatres.
Other Income/Expenses



General and Administrative
$11.4
$8.2
$3.2
39.1%
    Increase in merger and acquisition fees of $3.9 million, primarily associated with the pending AMC merger.
Depreciation and Amortization Expense
$15.3
$13.7
$1.6
11.4%
    Increase resulting from higher fixed asset base due to recent acquisitions.
Interest Expense
$12.4
$12.6
($0.2)
(2.0)%
    Reduction in interest expense primarily due to a decrease in the weighted-average interest rate of the Company’s 6.00% Senior Notes compared to its previous Senior Notes.
    Partially offset by increase in capital lease and financing obligation balance
Loss on Extinguishment of Debt
$—
$17.6
($17.6)
100.0%
    Refinanced senior secured notes in Q2 2015.
Income Tax Benefit
($0.9)
($1.3)
($0.4)
(33.1)%
    Decrease resulting from lower pre-tax loss in Q2 2016.
Income from Unconsolidated Affiliates
$1.1
$0.6
$0.5
91.1%
    Amount is largely attributable to our investment in Screenvision.
Net Loss/EPS
Net Loss
($1.6)
($1.4)
($0.2)
(10.6)%
 
EPS (Basic and Diluted)
($0.07)
($0.06)
($0.01)
(16.7)%
 

Q2 2016 Operating Results
(Non- GAAP)




 
Operating Results

Management
Comments
$ in millions
Q2 2016
Q2 2015
$ Variance
% Change
 
Non-GAAP Performance Measures
 
 
 
 
 
Adjusted EBITDA
$31.0
$40.8
($9.8)
(24.0)%
    Decrease in top-line revenue growth as Q2 2016 faced difficult comparison against record setting Industry box office in Q2 2015 .
Net Debt1
$352.7
$352.2
$0.5
0.1%
 
Adjusted Net Income
$2.4
$8.8
($6.4)
(72.9)%
    Factors noted above combined with non-cash and other non-recurring charges including expenses incurred with the pending AMC merger and non-cash share-based compensation expense.
Adjusted EPS (diluted)
$0.10
$0.36
($0.26)
(72.2)%
    Factors noted above.

1 Prior year net debt of $352.2 million is as of December 31, 2015.




YTD 2016 Operating Results
(GAAP)

 
Operating Results

Management
Comments
$ in millions
YTD 2016
YTD 2015
$ Variance
% Change
 
Operating Revenues
Admissions Revenue
$244.9
$246.3
($1.4)
(0.6)%
    Industry box office was up 0.4% in for the first six months of 2016 compared to the same period in 2015.
    Admissions revenue per screen decreased 2.6%.
    Sundance Cinemas acquisition (Q4 2015) contributed YTD admissions revenues of $5.8 million.
    Recognized $0.7 million in gift card breakage in 2016.
    Year-over-year per patron spend increased from $7.42 to $7.75. Factors include:
o    + Tax on Top
o + Sundance
o - Discounts, including $5
    Tuesday promotions
Concessions and Other Revenue
$166.0
$157.1
$8.9
5.7%
• Sundance Cinemas acquisition (Q4 2015) contributed concessions and other revenues of $4.6 million.
• Recognized $0.7 million of settlement funds related to the 2010 BP oil spill.
    Recognized $0.4 million in gift card breakage in 2016.
    Increase in per patron spend from $4.73 to $5.25, primarily driven by tax-on-top pricing strategy implemented in Q4 2015, expanded food and beverage options and a greater number of in-theatre dining locations, including Sundance.
    Expanded hot food and alcohol programs continue to generate incremental per patron spend of approximately $0.15 at each location.
Operating Expenses
Film Exhibition Costs
$138.6
$141.0
($2.4)
(1.7)%
• Film exhibition costs as % of admission revenue decreased from 57.2% to 56.6%.
• Film exhibition costs % decreased due to a lower concentration of top grossing films in the first half of 2016 (including carryover of successful carryover films from Q4 2015) vs. the 2015 period.



Concession Costs
$19.5
$17.8
$1.7
9.9%
• Concession costs as % of concessions and other revenues increased from 11.3% to 11.7%.
    Concession cost as % of concessions and other revenue increased due to rollout of in-theatre dining locations (including the addition of the Sundance locations) during 2015 as well as expansion of locations serving hot food and alcohol.
Salaries & Wages Expense
$50.7
$49.8
$0.9
1.9%
    Increase in salaries and benefits due to recently acquired theatres
    Salaries and benefits as a % of total operating revenues remained flat year over year.
Theatre Occupancy Costs
$52.8
$47.3
$5.5
11.5%
    Increase in theatre occupancy costs related to 5 theatres and 63 screens (not including acquired screens) opened since Q2 2015, partially offset by impact of closures.
    Increase of $1.7 million due to acquired Sundance theatres.
Other Theatre Operating Expenses
$68.3
65.1
$3.2
4.9%
    Other theatre operating costs as a % of total operating revenues increased from 16.1% in Q2 2015 to 16.6% in Q2 2016.
    Increase of $1.8 million due to acquired Sundance theatres.
Other Income/Expenses
General and Administrative
$23.7
$18.2
$5.5
30.2%
    Increase in merger and acquisition fees of $7.8 million, primarily associated with the pending AMC merger.
Depreciation and Amortization Expense
$30.5
$26.8
$3.7
13.5%
    Increase resulting from higher fixed asset base resulting from recent acquisitions.
Interest Expense
$24.8
$25.3
($0.5)
(2.1)%
    Reduction in interest expense primarily due to a decrease in the weighted-average interest rate of its 6.00% Senior Notes compared to the previous Senior Notes, partially offset by higher capital lease and financing obligation balances
Loss on Extinguishment of Debt
$—
$17.6
($17.6)
100.0%
    Refinanced senior secured notes in Q2 2015.
Income Tax Expense (Benefit)
$0.6
($1.0)
$1.6
154.6%
    Increase resulting from higher pre-tax income resulting from higher 2016 box office revenues.
Income from Unconsolidated Affiliates
$1.5
$1.9
($0.4)
(21.3)%
    Amount is largely attributable to our investment in Screenvision.
Net Income (Loss)/EPS
Net Income (Loss)
$0.6
($1.1)
$1.7
159.5%
 



EPS (Basic and Diluted)
$0.03
($0.04)
$0.07
175.0%
 

YTD 2016 Operating Results
(Non- GAAP)

 
Operating Results

Management
Comments
$ in millions
YTD 2016
YTD 2015
$ Variance
% Change
 
Non-GAAP Performance Measures
 
 
 
 
 
Adjusted EBITDA
$67.3
$70.6
($3.3)
(4.7)%
    Decrease in top-line revenue growth as Q2 2016 faced difficult comparison against record setting Industry box office in Q2 2015.
Adjusted Net Income
$7.8
$11.9
($4.1)
(34.7)%
    Factors noted above combined with non-cash and other non-recurring charges including expenses incurred with the pending AMC merger and non-cash share-based compensation expense.
Adjusted EPS (diluted)
$0.31
$0.48
($0.17)
(35.4)%
    Factors noted above.




Other Highlights

We acquired 5 theatres and 37 screens from Sundance Cinemas in October 2015. These screens are expected to generate annual revenues and Adjusted EBITDA of approximately $24 million and $5.6 million, respectively.

In January 2016, prior to the announcement of our planned merger with AMC Entertainment Holdings, Inc. ("AMC"), we acquired two theatres and 22 screens from a subsidiary of AMC Entertainment Holdings, Inc. Since late 2011, we have added 65 theatres and over 800 screens to our circuit. Our acquisition plans are currently on hold given the planned merger with AMC.

Our tax-on-top pricing strategy, implemented in Q4 2015, continues to generate growth in per patron spend in admissions and concessions.

Concessions and other revenue per patron increased 9.5% from $4.75 in Q2 2016 to $5.20 in Q2 2016. This marks the 26th consecutive quarter of year-over-year increases in this important growth metric.

At the end of Q2 2016, 60 locations are serving alcohol while 71 locations are serving hot foods. This is up from approximately 40 locations serving alcohol and hot foods, respectively, at the end of Q2 2015.

We opened a 12 screen theatre in Tulsa, OK in January 2016 and plan to open 4 additional theatres and 38 screens by the end of 2016, all of which will include in-theatre dining.

Our circuit currently includes 55 premium format auditoriums, including 32 of our proprietary Big D auditoriums, 21 IMAX auditoriums and 2 MuviXL auditoriums.

Capital expenditures for Q2 2016 were $10.9 million. The Company anticipates total capital expenditures, net of landlord reimbursements, for fiscal year 2016 to be approximately $50 million to $55 million, primarily associated with theatre renovations, new build-to-suit theatres and maintenance.




Important Additional Information Regarding the Merger Will Be Filed With The SEC
This management commentary may be deemed to be solicitation material in respect of the proposed merger of Carmike Cinemas, Inc. (“Carmike”) with and into a wholly-owned subsidiary of AMC. In connection with the proposed merger, AMC and Carmike will file with the U.S. Securities and Exchange Commission (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/.

Disclosure Regarding Forward-Looking Statements

This management commentary 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 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 management commentary, 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.
Non-GAAP 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 income 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 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 plus income tax expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus income from unconsolidated affiliates, 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.

Note: We have provided a reconciliation of non-GAAP information in the supplementary tables accompanying our Q2 2016 earnings press release issued on August 1, 2016.



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