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DIGIPLEX AGREES TO BE ACQUIRED BY CARMIKE CINEMAS IN AN ALL-STOCK TRANSACTION

 

FISCAL 2014 Q3 REVENUE RISES 14.7% TO $10.1 MILLION

 

Theater Level Cash Flow Increases 30.4% to $1.5 Million

 

WESTFIELD, New Jersey (May 15, 2014) – Digital Cinema Destinations Corp. (NasdaqCM: DCIN) (Digiplex), a fast-growing motion picture exhibitor dedicated to transforming movie theaters into digital entertainment centers, today reported its fiscal 2014 third quarter financial results for the three-month period ended March 31, 2014. Separately, the Boards of Directors of both companies have approved a definitive agreement for Carmike to acquire Digiplex. The agreement is a stock-for-stock transaction in which Carmike will acquire 100% of Digiplex’s 7.93 million shares outstanding. Each Digiplex share will be exchanged for 0.1775 shares (subject to certain potential reductions) of Carmike common stock.

 

[PLEASE NOTE THAT DIGIPLEX MANAGEMENT IS NOT HOSTING A CALL OR WEBCAST TODAY AT 4:30 PM]

 

SUMMARY AND SUPPLEMENTARY FINANCIAL DATA

(unaudited)

 

 

 

 

Three Months Ended

March 31,

Nine Months Ended

March 31,

(in thousands)

2014

2013

2014

2013

Consolidated total revenue

 $ 10,054

$ 8,765

$  32,719

 $ 19,982

Consolidated net loss

  (1,194)

(2,151)

(3,928)

(4,047)

 

 

 

 

 

Consolidated theater level cash flow (1)

1,506

1,155

5,271

3,624

Adjusted EBITDA of Digital Cinema Destinations Corp. (1)

415

451

2,261

1,452

 

 

 

 

 

Theaters (period end)

20

18

20

18

Average screens

188

172

186

113

Average attendance per screen

4,362

4,697

15,554

16,327

Average admission per patron

$     8.31

$   8.17

$     7.92

$     7.78

Average concessions sales per patron

$     3.59

$   3.04

$     3.27

$     3.03

Total attendance (in thousands)

822

810

2,893

1,845

 

 

(1)   Theater level cash flow and adjusted EBITDA are supplemental non-GAAP financial measures. Reconciliations of these metrics to the net loss for the three and nine months ended March 31, 2014 and 2013 are included in the supplementary tables accompanying this news announcement.

 

Digiplex Chairman, Chief Executive Officer and Founder Bud Mayo commented, “We view this transaction as a complementary win-win for both organizations. Digiplex holders will benefit by receiving stock in one of the industry-leading exhibitors. David Passman, his fellow senior executives and their customer-centric, theatre-level teams have together orchestrated a fantastic, multi-year turnaround – both operationally and financially.”

 

 (financial tables follow)

 

DIGITAL CINEMA DESTINATIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

March 31,

2014

 

June 30,

2013

 

 

(Unaudited)

 

ASSETS

 

 

CURRENT ASSETS

 

 

Cash and cash equivalents

$        4,417

$        3,607

Accounts receivable

842

697

Inventories

150

191

Deferred financing costs, current portion

357

357

Prepaid expenses and other current assets

895

1,444

 

 

 

Total current assets

 6,661

6,296

Property and equipment, net

29,786

29,171

Goodwill

4,314

3,156

Intangible assets, net

5,401

6,186

Security deposit

189

205

Deferred financing costs, long term portion, net

962

1,225

Other assets

103

9

 

 

 

TOTAL ASSETS

$       47,416

$       46,248

 

 

 

LIABILITIES AND EQUITY

 

 

CURRENT LIABILITIES

 

 

Accounts payable

$         2,086

$         2,478

Accrued expenses and other current liabilities

2,616

3,964

Notes payable, current portion

1,718

1,373

Capital lease, current portion

245

121

Earn out from theater acquisitions

-

296

Deferred revenue

594

305

 

 

 

Total current liabilities

7,259

8,537

NONCURRENT LIABILITIES

 

 

Notes payable, long term portion

7,693

8,615

Capital lease, net of current position

575

239

Unfavorable leasehold liability, long term portion

132

159

Deferred rent expense

707

407

Deferred tax liability

210

199

 

 

 

TOTAL LIABILITIES

16,576

 18,156

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

STOCKHOLDERS’ EQUITY

 

 

Preferred Stock, $.01 par value: 10,000,000 shares authorized as of March 31, 2014 and June 30, 2013, 6 shares of Series B Preferred Stock issued and outstanding as of March 31, 2014 and June 30, 2013, respectively

-

-

Class A Common stock, $.01 par value, 20,00,000 shares authorized; and 7,214,073 and 5,511,938 shares issued and outstanding as of March 31, 2014 and June 30, 2013, respectively

72

55

Class B Common stock, $.01 par value, 9,00,000 shares authorized; 849,000 and 865,000 shares issued and outstanding as of March 31, 2014 and June 30, 2013, respectively

9

9

Additional paid-in capital

33,819

25,816

Accumulated deficit

(9,874)

(7,049)

 

 

 

TOTAL STOCKHOLDERS’ EQUITY OF DIGITAL CINEMA DESTINATIONS CORP.

24,026

18,831

Noncontrolling interest

8,618

9,261

Treasury stock, 361,599 shares

(1,804)

-

 

 

 

Total equity

30,840

28,092

 

 

 

TOTAL LIABILITIES AND EQUITY

 $      47,416

 $      46,248

 

 

 

 

 

DIGITAL CINEMA DESTINATIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except share and per share data)

 

 

 

Three Months Ended

March 31,

 

Nine Months Ended

March 31,

 

 

 

 

 

2014

 

2013

 

 

2014

 

2013

 

 

 

REVENUES

 

 

 

 

 

 

Admissions

$    6,662

$     5,985

 

$   22,009

 

$   13,728

Concessions

2,951

2,461

 

9,455

 

5,586

Other

441

319

 

1,255

 

668

 

 

 

 

 

 

Total revenues

10,054

8,765

         32,719

 

         19,982

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

Cost of operations:

 

 

 

 

 

 

Film rent expense

3,205

2,824

 

10,920

 

6,637

Cost of concessions

451

413

 

1,634

 

895

Salaries and wages

1,239

1,155

 

3,986

 

2,378

Facility lease expense

1,523

1,514

 

4,653

 

2,847

Utilities and other

2,227

1,868

 

6,501

 

3,794

General and administrative

1,509

1,365

 

4,175

 

3,311

Change in fair value of earnout

-

(79)

 

54

 

(79)

Gain on sale of theater

(950)

-

 

(950)

 

-

Depreciation and amortization

1,565

1,439

 

4,279

 

3,385

 

 

 

 

 

 

Total costs and expenses

10,769

10,499

 

35,252

 

23,168

 

 

 

 

 

 

OPERATING LOSS

(715)

(1,734)

 

(2,533)

 

(3,186)

OTHER EXPENSE

 

 

 

 

 

 

Interest expense

(345)

(326)

 

(1,044)

 

(620)

Non-cash interest expense

(71)

(75)

 

(223)

 

(153)

Other expense

(41)

(38)

(88)

 

(46)

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

(1,172)

(2,173)

 

(3,888)

 

(4,005)

Income tax expense

22

(22)

 

40

 

42

 

 

 

 

 

 

NET LOSS

$   (1,194)

$   (2,151)

 

$  (3,928)

 

 $  (4,047)

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

419

620

 

1,078

 

713

 

 

 

 

 

 

 

Net loss attributable to Digital Cinema Destinations Corp.

$   (775)

$   (1,531)

 

$  (2,850)

 

$  (3,334)

Preferred stock dividends

(5)

(5)

 

(15)

 

(11)

 

 

 

 

 

 

Net loss attributable to common stockholders

$   (780)

$   (1,536)

 

$  (2,865)

 

$  (3,345)

 

 

 

 

 

 

Net loss per Class A and Class B common share – basic and diluted attributable to common stockholders

 

$     (0.10)

 

$     (0.25)

 

 

$    (0.39)

 

 

$    (0.59)

Weighted average common shares outstanding

7,931,270

6,065,265

 

7,313,618

 

5,663,016

                 

 

 

SUPPLEMENTARY NON-GAAP RECONCILIATION

OF THEATER LEVEL CASH FLOW

(Unaudited) ($ in thousands)

 

 

 Three months ended

 

Nine months ended

 

March 31,

 

 March 31,

 

2014

 

 

2013

 

2014

 

 

2013

 Net loss

$  (1,194)

$   (2,151)

 

$  (3,928)

$  (4,047)

 Add back:

 

 

 

 

 

 

 

 General and administrative (1)

     1,509

 

1,365

 

4,175

 

3,311

 Depreciation and amortization

        1,565

 

        1,439

 

4,279

 

3,385

 Income tax expense

          22

 

(22)

 

40

 

42

 Interest expense

416

 

401

 

1,267

 

773

 Other expense

41

 

38

 

88

 

46

 Deferred rent expense (5)

97

 

85

 

300

 

114

Less:

 

 

 

 

 

 

 

 Gain on sale of theater

(950)

 

-

 

(950)

 

-

 Consolidated TLCF 

$    1,506

 

$    1,155

 

$    5,271  

 

$    3,264

 

SUPPLEMENTARY NON-GAAP RECONCILIATION

OF ADJUSTED EBITDA

(Unaudited) ($ in thousands)

 

 

 Three months ended

 

Nine months ended

 

March 31,

 

 March 31,

 

2014

 

2013

 

2014

 

 

2013

 Net loss

$  (1,194)

 

$  (2,151)

 

$  (3,928)

$  (4,047)

 Add back:

 

 

 

 

 

 

 

 Depreciation and amortization

      1,565

 

      1,439

 

  4,279

 

   3,385

 Interest expense

     416

 

         401

 

 1,267

 

773

 Income tax expense

22

 

         (22)

 

40

 

           42

 Other expense

41

 

38

 

88

 

46

 Deferred rent expense (5)

97

 

85

 

300

 

200

 Stock-based compensation (2)

         133

 

   79

 

494

 

148

 Non-recurring organizational and M&A-related professional fees (3)

104

 

315

 

110

 

552

 Management fees (4)

    245

 

         203

 

805

 

255

Start Media's share of Adjusted EBITDA

(64)          

 

64

 

(244)

 

98

Less:

 

 

 

 

 

 

 

Gain on sale of theater

(950)          

 

-

 

(950)

 

-

Adjusted EBITDA of Digital Cinema
Destinations  Corp.

$       415

 

$       451

 

$    2,261

 

 $   1,452

 

 

(1) TLCF is intended to be a measure of theater profitability. Therefore, our corporate general and administrative expenses have been excluded.

(2) Represents the fair value of shares of Class A common stock and restricted stock awards issued to employees and non-employees for services rendered. As these are non-cash charges, we believe that it is appropriate to show Adjusted EBITDA excluding this item.

(3) Primarily represents professional fees incurred in connection with start-up activities, the creation of acquisition template documents that will be used by us for future transactions, and certain other costs related to our acquisition strategy. Since we intend to acquire additional theaters, we have laid the groundwork for our acquisition program and we expect to incur reduced legal fees in connection with future acquisitions. We therefore believe that it is appropriate to exclude these items from Adjusted EBITDA.

(4) To add back management fees to Digiplex from JV.

(5) Represents non-cash deferred rent expense which is included in our facility lease expense in the consolidated statements of operations.  As these are non-cash changes, we believe it is appropriate to show TLCF and Adjusted EBITDA excluding this item.

 

Disclosure Regarding Forward-Looking Statements

This press release and other written or oral statements made by or on behalf of Digital Cinemas Destination Corp. may contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, are forward-looking statements. Forward-lookingstatements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Risk factors are disclosed in our Form 10-K for the year ended June 30, 2013 under the caption “Risk Factors.” We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

 

About Digital Cinema Destinations Corp. (www.digiplexdest.com)

Digital Cinema Destinations Corp. (NasdaqCM: DCIN) is Digiplex Destinations, a fast-growing theatrical exhibitor dedicated to transforming its movie theaters into interactive digital entertainment centers featuring ‘something for everyone.’ The Company provides consumers with uniquely satisfying experiences combining state-of-the-art technology with engaging, dynamic content that far transcends traditional cinematic fare. Digiplex customers enjoy live opera, ballet, Broadway shows, sports events, concerts and, on an ongoing basis, the very best major motion pictures. You can connect with Digiplex via Facebook, Twitter, YouTube and Blogger.

 

Additional Information and Where to Find it

In connection with the proposed transaction, Carmike will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”).  DIGIPLEX STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.  The final proxy statement/prospectus will be mailed to stockholders of Digiplex. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, or by directing a request to Digiplex at 250 East Broad Street, Westfield, New Jersey, 07090 or (908) 396-1360.  In addition, investors and security holders may access copies of the documents filed with the SEC by Carmike on its web site at www.carmike.com or Digiplex on its web site at http://digiplexdest.com, when they become available.

 

Participants in Solicitation

armike, Digiplex and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction.  Information concerning Carmike’s participants is set forth in the proxy statement dated April 18, 2014 for Carmike’s 2014 annual meeting of shareholders as filed with the SEC on Schedule 14A.  Information concerning Digiplex’s participants is set forth in the proxy statement dated October 25, 2013 for Digiplex’s 2013 annual meeting of stockholders as filed with the SEC on Schedule 14A.  Additional information regarding the interests of participants of Carmike and Digiplex in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and proxy statement/prospectus contained therein, to be filed with the SEC.

 

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