Attached files
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| 8-K - Digital Cinema Destinations Corp. | e612306_8k-digital.htm |
News Announcement
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 $1.5 Million
WESTFIELD, New Jersey (May 15, 2014) – Digital Cinema Destinations Corp. (NasdaqCM: DCIN) (Digiplex), a fast-growing motion picture exhibitor dedicated to transforming movie theaters into digital entertainment centers, today reported its fiscal 2014 third quarter financial results for the three-month period ended March 31,
2014. Separately, the Boards of Directors of both companies have approved a definitive agreement for Carmike to acquire Digiplex. The agreement is a stock-for-stock transaction in which Carmike will acquire 100% of Digiplex’s 7.93 million shares outstanding. Each Digiplex share will be exchanged for 0.1775 shares (subject to certain potential reductions) of Carmike common stock.
[PLEASE NOTE THAT DIGIPLEX MANAGEMENT IS NOT HOSTING A CALL OR WEBCAST TODAY AT 4:30 PM]
SUMMARY AND SUPPLEMENTARY FINANCIAL DATA
(unaudited)
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Three Months Ended
March 31,
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Nine Months Ended
March 31,
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|||||||||||||||
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(in thousands)
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2014
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2013
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2014
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2013
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||||||||||||
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Consolidated total revenue
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$ | 10,054 | $ | 8,765 | $ | 32,719 | $ | 19,982 | ||||||||
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Consolidated net loss
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(1,194 | ) | (2,151 | ) | (3,928 | ) | (4,047 | ) | ||||||||
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Consolidated theater level cash flow (1)
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1,506 | 1,155 | 5,271 | 3,624 | ||||||||||||
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Adjusted EBITDA of Digital Cinema Destinations Corp. (1)
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415 | 451 | 2,261 | 1,452 | ||||||||||||
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Theaters (period end)
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20 | 18 | 20 | 18 | ||||||||||||
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Average screens
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188 | 172 | 186 | 113 | ||||||||||||
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Average attendance per screen
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4,362 | 4,697 | 15,554 | 16,327 | ||||||||||||
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Average admission per patron
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$ | 8.31 | $ | 8.17 | $ | 7.92 | $ | 7.78 | ||||||||
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Average concessions sales per patron
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$ | 3.59 | $ | 3.04 | $ | 3.27 | $ | 3.03 | ||||||||
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Total attendance (in thousands)
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822 | 810 | 2,893 | 1,845 | ||||||||||||
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(1)
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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.
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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)
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March 31,
2014
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June 30,
2013
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||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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||||||||
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Cash and cash equivalents
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$ | 4,417 | $ | 3,607 | ||||
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Accounts receivable
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842 | 697 | ||||||
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Inventories
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150 | 191 | ||||||
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Deferred financing costs, current portion
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357 | 357 | ||||||
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Prepaid expenses and other current assets
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895 | 1,444 | ||||||
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Total current assets
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6,661 | 6,296 | ||||||
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Property and equipment, net
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29,786 | 29,171 | ||||||
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Goodwill
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4,314 | 3,156 | ||||||
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Intangible assets, net
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5,401 | 6,186 | ||||||
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Security deposit
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189 | 205 | ||||||
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Deferred financing costs, long term portion, net
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962 | 1,225 | ||||||
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Other assets
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103 | 9 | ||||||
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TOTAL ASSETS
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$ | 47,416 | $ | 46,248 | ||||
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LIABILITIES AND EQUITY
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CURRENT LIABILITIES
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||||||||
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Accounts payable
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$ | 2,086 | $ | 2,478 | ||||
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Accrued expenses and other current liabilities
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2,616 | 3,964 | ||||||
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Notes payable, current portion
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1,718 | 1,373 | ||||||
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Capital lease, current portion
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245 | 121 | ||||||
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Earn out from theater acquisitions
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- | 296 | ||||||
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Deferred revenue
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594 | 305 | ||||||
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Total current liabilities
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7,259 | 8,537 | ||||||
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NONCURRENT LIABILITIES
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||||||||
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Notes payable, long term portion
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7,693 | 8,615 | ||||||
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Capital lease, net of current position
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575 | 239 | ||||||
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Unfavorable leasehold liability, long term portion
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132 | 159 | ||||||
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Deferred rent expense
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707 | 407 | ||||||
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Deferred tax liability
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210 | 199 | ||||||
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TOTAL LIABILITIES
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16,576 | 18,156 | ||||||
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COMMITMENTS AND CONTINGENCIES
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||||||||
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STOCKHOLDERS’ EQUITY
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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
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- | - | ||||||
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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
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72 | 55 | ||||||
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Class B Common stock, $.01 par value, 9,00,000 shares authorized; 849,000 and 865,000 shares issued and outstanding as of March 31, 2014 and June 30, 2013, respectively
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9 | 9 | ||||||
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Additional paid-in capital
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33,819 | 25,816 | ||||||
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Accumulated deficit
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(9,874 | ) | (7,049 | ) | ||||
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TOTAL STOCKHOLDERS’ EQUITY OF DIGITAL CINEMA DESTINATIONS CORP.
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24,026 | 18,831 | ||||||
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Noncontrolling interest
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8,618 | 9,261 | ||||||
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Treasury stock, 361,599 shares
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(1,804 | ) | - | |||||
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Total equity
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30,840 | 28,092 | ||||||
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TOTAL LIABILITIES AND EQUITY
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$ | 47,416 | $ | 46,248 | ||||
DIGITAL CINEMA DESTINATIONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share data)
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Three Months Ended
March 31,
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Nine Months Ended
March 31,
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| 2014 | 2013 |
2014
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2013
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REVENUES
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Admissions
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$ | 6,662 | $ | 5,985 | $ | 22,009 | $ | 13,728 | ||||||||
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Concessions
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2,951 | 2,461 | 9,455 | 5,586 | ||||||||||||
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Other
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441 | 319 | 1,255 | 668 | ||||||||||||
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Total revenues
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10,054 | 8,765 | 32,719 | 19,982 | ||||||||||||
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<>
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COSTS AND EXPENSES
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Cost of operations:
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Film rent expense
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3,205 | 2,824 | 10,920 | 6,637 | ||||||||||||
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Cost of concessions
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451 | 413 | 1,634 | 895 | ||||||||||||
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Salaries and wages
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1,239 | 1,155 | 3,986 | 2,378 | ||||||||||||
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Facility lease expense
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1,523 | 1,514 | 4,653 | 2,847 | ||||||||||||
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Utilities and other
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2,227 | 1,868 | 6,501 | 3,794 | ||||||||||||
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General and administrative
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1,509 | 1,365 | 4,175 | 3,311 | ||||||||||||
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Change in fair value of earnout
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- | (79 | ) | 54 | (79 | ) | ||||||||||
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Gain on sale of theater
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(950 | ) | - | (950 | ) | - | ||||||||||
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Depreciation and amortization
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1,565 | 1,439 | 4,279 | 3,385 | ||||||||||||
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Total costs and expenses
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10,769 | 10,499 | 35,252 | 23,168 | ||||||||||||
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<>
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OPERATING LOSS
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(715 | ) | (1,734 | ) | (2,533 | ) | (3,186 | ) | ||||||||
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OTHER EXPENSE
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Interest expense
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(345 | ) | (326 | ) | (1,044 | ) | (620 | ) | ||||||||
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Non-cash interest expense
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(71 | ) | (75 | ) | (223 | ) | (153 | ) | ||||||||
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Other expense
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(41 | ) | (38 | ) | (88 | ) | (46 | ) | ||||||||
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LOSS BEFORE INCOME TAXES
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(1,172 | ) | (2,173 | ) | (3,888 | ) | (4,005 | ) | ||||||||
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Income tax expense
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22 | (22 | ) | 40 | 42 | |||||||||||
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NET LOSS
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$ | (1,194 | ) | $ | (2,151 | ) | $ | (3,928 | ) | $ | (4,047 | ) | ||||
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Net loss attributable to non-controlling interest
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419 | 620 | 1,078 | 713 | ||||||||||||
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Net loss attributable to Digital Cinema Destinations Corp.
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$ | (775 | ) | $ | (1,531 | ) | $ | (2,850 | ) | $ | (3,334 | ) | ||||
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Preferred stock dividends
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(5 | ) | (5 | ) | (15 | ) | (11 | ) | ||||||||
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Net loss attributable to common stockholders
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$ | (780 | ) | $ | (1,536 | ) | $ | (2,865 | ) | $ | (3,345 | ) | ||||
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Net loss per Class A and Class B common share – basic and diluted attributable to common stockholders
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$ | (0.10 | ) | $ | (0.25 | ) | $ | (0.39 | ) | $ | (0.59 | ) | ||||
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Weighted average common shares outstanding
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7,931,270 | 6,065,265 | 7,313,618 | 5,663,016 | ||||||||||||
SUPPLEMENTARY NON-GAAP RECONCILIATION
OFO OF THEATER LEVEL CASH FLOW
(Unaudited) ($ in thousands)
|
Three months ended
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Nine months ended
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March 31,
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March 31,
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2014
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2013
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2014
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2013
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Net loss
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$ | (1,194 | ) | $ | (2,151 | ) | $ | (3,928 | ) | $ | (4,047 | ) | ||||
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Add back:
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||||||||||||||||
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General and administrative (1)
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1,509 | 1,365 | 4,175 | 3,311 | ||||||||||||
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Depreciation and amortization
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1,565 | 1,439 | 4,279 | 3,385 | ||||||||||||
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Income tax expense
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22 | (22 | ) | 40 | 42 | |||||||||||
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Interest expense
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416 | 401 | 1,267 | 773 | ||||||||||||
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Other expense
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41 | 38 | 88 | 46 | ||||||||||||
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Deferred rent expense (5)
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97 | 85 | 300 | 114 | ||||||||||||
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Less:
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Gain on sale of theater
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(950 | ) | - | (950 | ) | - | ||||||||||
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Consolidated TLCF
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$ | 1,506 | $ | 1,155 | $ | 5,271 | $ | 3,264 | ||||||||
SUPPLEMENTARY NON-GAAP RECONCILIATION
OFO OF ADJUSTED EBITDA
(Unaudited) ($ in thousands)
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Three months ended
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Nine months ended
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March 31,
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March 31,
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2014
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2013
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2014
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2013
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Net loss
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$ | (1,194 | ) | $ | (2,151 | ) | $ | (3,928 | ) | $ | (4,047 | ) | ||||
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Add back:
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||||||||||||||||
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Depreciation and amortization
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1,565 | 1,439 | 4,279 | 3,385 | ||||||||||||
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Interest expense
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416 | 401 | 1,267 | 773 | ||||||||||||
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Income tax expense
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22 | (22 | ) | 40 | 42 | |||||||||||
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Other expense
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41 | 38 | 88 | 46 | ||||||||||||
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Deferred rent expense (5)
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97 | 85 | 300 | 200 | ||||||||||||
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Stock-based compensation (2)
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133 | 79 | 494 | 148 | ||||||||||||
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Non-recurring organizational and M&A-related professional fees (3)
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104 | 315 | 110 | 552 | ||||||||||||
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Management fees (4)
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245 | 203 | 805 | 255 | ||||||||||||
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Start Media's share of Adjusted EBITDA
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(64 | ) | 64 | (244 | ) | 98 | ||||||||||
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Less:
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||||||||||||||||
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Gain on sale of theater
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(950 | ) | - | (950 | ) | - | ||||||||||
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Adjusted EBITDA of Digital Cinema Destinations Corp.
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$ | 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-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. 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
Carmike, 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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Contacts:
Bud Mayo, Chairman/CEO
Digital Cinema Destinations Corp.
908/396-1362 or bmayo@digiplexdest.com
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Robert Rinderman or Jennifer Neuman
JCIR
212/835-8500 or DCIN@jcir.com
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