Updated investor presentation final

  • Published on
    13-Jan-2017

  • View
    79

  • Download
    1

Transcript

  • Carmike Cin emas Inc Exhib it 99 1

  • AMCs acq uisi tion of Carmike: Transaction overview Price per share On 3/3 /16 Carmike agreed to be acq uired by AMC for $30 00 in cash p er sh are for each outstanding share of Carmikes common stock Equity valu e2 $756 mill ion E nterprise value3 $1 115 million Anticipated timin g The transact ion will be put to vote du ring th e special stockho lder meeting o n June 30 2016 Expected to be comp leted by the end of 2016 Fully committed financing Fully co mmitted financin g pack age prov ided by Cit i Funded th rou gh a combinat ion of A MCs existing liquidi ty including cash on hand an d incremental debt 1 Based on LTM 1 2/31/15 reported EBITDA of $126mm adjus ted to include stock-b ased compensatio n and expenses related to M&A 2 At announ cement; based on 2 4 6mm shares outs tandin g with 0 6mm in-the-money options and RSUs as of 3/3/16 3 Adds n et debt as of 12/31/1 5 of $359mm to equity value as per the 2015 10K filed o n 2/2 9/16 comprised of $2 30mm in p rincipal amoun t of senio r secured notes an d $231 mm in capital lease obligatio ns as reduced by a cash balance of $1 02mm Tran saction multiple1 8 8 x LTM E BITDA at annou ncement

  • Transact ion max imizes v alue for Carmike sto ckh olders Outsized imp lied offer mult iple comp ared to historical trad ing multiples Offer price implies 8 0x 20 16E consensu s EBITDA1 Notably higher th an Carmikes average forward trad ing multiple over the past 1- 2- 3- 5- and 10 -y ears FV / 20 17E consensu s EBITDA: 7 4x H ighest large-scale tran sact ion multiple in the sector in the past 10 years Offer price implies 8 8x LTM EBITDA at 12/31 /2015 Significantly higher mu ltiple than 7 1x LTM EBITDA paid by Wanda to acquire AMC in 2012 Higher than 8 6x LTM EBITDA paid b y Cinemark to acquire Century Theatres in 200 6 Delivers valu e and certainty to stockholders In evalu at ing all av ai lable alternatives Carmikes Board con sidered the risks an d challenges associated with i ts growth plan Sig nifican t ind ustry consolid at ion h as impacted th e p ipeline of acquis itio n oppo rtunit ies An all-cash transactio n provid es certainty and liquidi ty at a premium given these poten tial risks and appropriately co mpensates Carmike's stockho lders fo r Carmikes stak e in Screen vision Objective and thoroug h process Bo ard u nan imou sly approv ed tran saction after thorough co nsideration of al l available alternatives Board was advised by its financial advisor J P Mo rg an an d legal advisor King & Spaldin g throug hout the process $30 00 offer is the only offer received fol lowin g market checks with al l reaso nab ly l ikely bu yers from December 2014 through March 2015 and in Feb ru ary 2 016 No topping bid or subs tantial interes t has su rfaced from any strategic or financial bu yer s ince mark et ch ecks b egan in Decemb er 20 14 The Board u nanimo usly determined that the transact ion is in the best interes t of stock holders and reflects the culminatio n of a co mprehen sive multi -y ear effort to maximize stockho lder value 1 Based o n consensus projected 2016 E EBITDA of $1 40mm as of 3/3/16 1 2 3 4

  • Outs ized imp lied offer multiple compared to h isto rical trading multiples His torical valuation: FV / NTM EBITDA So urce: FactSet Comp an y filin gs and equity research as of 6/9 /16 No te: Analys is excludes Cineplex because of alternate lin es of busin ess (gaming altern ate p ro gramming etc ) May-16 Carmike has co nsis tently trad ed at a d iscount to p eers $30 00 per share represents 8 0x 201 6E consensus EBITDA Th is multiple rep resents a significant ly higher valuation than Carmikes average forward trading mu ltip le over the past 1 - 2- 3- 5- and 10-years / : 8 0x 20 16E consensus EBITDA 1 No re-ratin g has occurred s ince ann ouncement of th e transaction with unaffected relevant comp arable companies con tinu ing to trade in-line with h isto rical averag es CKEC 7 2x RGC 8 7x AMC 7 7x CNK 7 6x CKEC 7 8x RGC 7 9x AMC 7 8x CNK 7 5x 3 /3/16 Carmikes acquisit ion anno unced Carmikes NTM multip le as of 3/3/16 was 7 2x

  • Averag e histo rical NTM trading multiple v s peers 1-year average Carmikes discoun t (1 1x) 17 % 17% 15% 1 7% 16% 21% 1 8% 3-year average 5-year av erage 10-year average (1 4x ) (1 4x) (1 2x) (1 4x) (1 2 x) (1 6x) (1 4x) 1 Carmike has traded at a disco unt to peers over almost al l relevan t timeframes No reason to believe th at the standalo ne discoun t would chan ge in th e future g iven th e fund amen tal differences between Carmik es theatre circuit and operations and peers Outsized implied o ffer mult iple comp ared to historical trading mult iples (contd )

  • Implied Carmike share price based on average h isto rical NTM EBITDA trading mult iples 1 7% 17% 15% 1 7% 16% 21 % 18% Carmike price as of 3/3/16 : $25 11 Offer price: $30 00 5-year average 10-year average 3-year average 1-year average Unaffected (3/3/16) Source: FactSet as o f 6 /9/1 6 Co mpany p ress releases Note: Implied share price calculat ion assumes net d ebt of $374 mm and the basic shares outstandin g of 24 55 mm diluted at various implied prices (As per the Carmike 10Q filed o n 5/2/16) 1 Based on NTM EBITDA of $1 43mm based on med ian street consensus as of 6/9/16 No re-rating of relevant tradin g comparab les has occurred s ince ann ouncement of th e transaction with unaffected relevan t comparable companies con tinu ing to trade in-lin e with h isto rical averag es Applying Carmikes unaffected and historical t radin g averages to street consensus NTM EBITDA estimates would imp ly a value of $19 79 to $25 98 per share for Carmikes stock 1 Ou tsized implied offer multiple compared to his torical trading multiples (contd)

  • ($mm) TV/LTM EBITDA Mean: 6 5x Med ian: 5 9 x 8 8x LTM EBITDA So urce: Public fi lin gs equity research Tran sact ion valu e ($mm): $1 115 $ 2 600 $ 1 041 Acquirer: T arget: Screens: 2 95 4 4 865 1 017 TV / Screen ($000s) $ 377 $5 34 $1 0 24 Transact ion v alue ($ mm): 2 600 1 041 $3 6 172 6 7 32 1 91 52 2 38 13 9 1 240 1 19 277 49 210 34 Acquirer: Target: Lo cations: 338 77 5 33 2 1 9 26 2 0 43 7 25 32 1 6 92 4 28 4 Other transactions for smaller scale th eatre chains typically valued between 5 0-6 5x LTM EBITDA 2 Hig hest large-scale transactio n multip le in the secto r in th e past 10 years

  • Mean: 6 5x Median : 5 9x 8 8x LTM EBITDA Sou rce: FactSet as of 3/3/16 Pub lic filings equity research Note: Attendance Revenue and Adj EBITDA p er screen metrics are calculated us ing averag e screen s for trai lin g twelve mo nths; Adj EBITDA as reported Transact ion v alue ($ mm): 2 600 1 041 $3 6 172 6 7 32 19 1 52 2 38 13 9 1 240 1 19 277 49 210 34 Acquirer: Target: Lo cations: 338 77 5 33 2 1 9 26 2 0 43 7 25 32 1 6 92 4 28 4 2 Highest larg e-scale transact ion mult iple in the sector in the past 10 years (contd) Carmikes disco unt vs peers (54 %) (58 %) (63 %) Firm v alue / Number of screen s (in $0 00s) Comparing transaction value / screen of the Carmike deal to i ts p eers is not meaningful given Carmikes circui t is focused o n rural en d markets Compared to u rb an end markets rural end markets exh ibit lower per screen admission s and concession s collection s Addition al ly Carmikes circu it features theatres which becau se of their age will requ ire g reater levels of go-forward investment relative to the circuits of Carmik es p eers A comp arison of key per screen op erating metrics with peers high ligh ts Carmikes differentiated circui t focus: T his fact is furth er il lustrated by the chart below wh ich shows Carmik es firm value / screen cou nt was well below its peers the day prio r to the deal

  • Source: FactSet as of 3/3/16 Company p ress releases Share price performance over time 4/1/09: $2 55 Note: VWAPs calculated as o f 3 /3/16 3/13 /15 Reuters article rep orts Carmike is exp loring a sale p rocess; ru mor driv es share price to $34 05 - +10% in one day 3 /3/16 : $25 11 $30 00 offer 2/29/1 6 Anno unces 4Q15 results which o utperfo rm street estimates giv en strong b ox perfo rman ce and lower o peratin g costs share p rice rises +15 % on th e next day 3 Deliv ers v alue and certainty to stockholders Share performance driven by uniqu e combination of events: Stro ng 201 3 box o ffice results across the indu stry Ann ounced acquisit ion o f Digiplex in May 2014 NCM/Screenvision tran sact ion anno unced in May 2 014 wh ich would have provided Carmike ~ $70mm in p re-tax proceed s

  • Source: FactSet Company filings equity research and Box Office Mojo as of 6/9/16 Note: Analysis excludes Cineplex becau se of al tern ate l ines of bu siness (gaming alternate programming etc ) DBO fo r Ap r 2015 DBO for Dec 2 016 Apr & May 20 16 Key misses: Batman vs Superman $325 mm v s $38 0mm exp ected; Alice Through the Looking Glass opening weekend o f $2 9mm vs $3 5mm exp ected Q1 2016 DBO stronger than expected due to carry over from Star Wars and outperformance from Deadp ool and Z ootop ia Q2 2015 DBO soft before release of Jurassic World (flat vs +8% estimates ) d ue to und erperfo rmance from Aveng ers 2 and Tomo rrowland Q4 201 5 Better than expected DBO primari ly driven by Star Wars wh ich resulted in a record DBO year $/share (rebased to Carmikes stock p rice) DBO $mm In dustrys stock price performance is correlated to the Domestic box o ffice ex pectations 3 Delivers value and certainty to stock holders (contd) Carmike AMC Cinemark Regal 3 month forward monthly DBO 3 mon th forward projected monthly DBO $30 offer deliv ers v alue and certainty to s tockholders again st an un certain b ox office b ackdrop

  • Select analys t commen tary 2Q1 6 Domestic Box Office: We now est imate that the ind ustry bo x office benchmark for th e qu arter wil l likely end do wn -11% (had been -3%) Quarter to date the ind ustry is down 9% an d at a high level while we v iew "Finding Dori" as generating a stron ger b ox office than "Inside Out" from last y ear the aggregate box office remaining from "X-Men: Ap ocalypse" "Teenage Mu tant Ninja Turtles 2 p lus "Indepen den ce Day 2" will lik ely under perform "Ju rassic Wo rld" Stifel 06/09 /16 With the QTD box tracking down ~3 5 % YoY we are lo werin g 2Q box es t from do wn 1% to down 3-4%: Despite stro ng perfo rman ce from The Jungle Book and Captain America: Civi l War tough YoY tent-po le comps u nderp erformance of Hu ntsman an d Keanu an d a faster th an ex pected d ecay in 2 Q fo r Batman v s Superman have led the box office to track d own ~3 5% (as of May 15) We continue to see do wnside to co nsensus es timates for 2 H16 and 201 7 Morgan Stanley 05/20 /16 The 2Q bo x office is now expected to come in at ~$2 8b n down 8-9% year-over-y ear This is a bi t so fter th an previously anticip ated Key drivers were April not h aving much outs ide of Jung le Boo k and May n ot havin g much o utside of Captain America: Civi l War where th e b ox office was a bit softer th an anticipated (tho ught s til l st ron g ) Key underperformers included Batman vs Superman (which gen erated $32 5 vs expectatio ns for $380 mm) Hun tsman and Neighbors 2 RBC Capital Mark ets 05/27/16 Key observation s Bo x office revenues witnessed 7 4% growth in 2015 wh ile 2016 is p rojected to decline by 3 0% to $10 8 b ill ion Th e d ecline is mainly driven by und erperfo rming fi lms such as Alice Throug h the Loo king G lass and Hun tsman as well as a weaker slate comp ared to last year Box office rev en ues co ntin ue to be driven b y the to p grossing films Th e To p 3 and Top 10FactSet equity research

  • Wedbush 04/06/16 Macquarie 04/0 3/16 RBC Capital Mark ets 03/08/16 Macquarie 03/0 4/16 We believe AMC will complete i ts acquis ition of Carmike by th e end of 2 016 AMC intends to acq uire al l outstanding sh ares of Carmike fo r $ 30 per share in cash valuing Carmike at $1 1 b ill ion including debt We believ e this is a reason able valuation and do no t expect a higher outside bid prior to the closing of th e acquis ition at th e end of 2 016 We struggle to identify a potential bidd er th at would offer a higher price than AMC's current $30 offer As a resul t we don 't see Carmike having leverage to d rive a higher offer price from AMC At this point we ex pect A MC's acquisi tio n of Carmike g o throu gh at AMC's cu rrent o ffer We believe the two co mpanies form a perfect marriage that will be app rov ed from an FTC stand point and shareholder stand point While the stock was trading above these levels last year (wh en there was speculat ion o f a po ssible sale) we believ e $ 30 is a fair price The deal is expected to close by the end of 2016 We thin k the deal works for bo th stocks as AMC is acquiring a sizable circuit at an at tract ive valuatio n with potent ial for synergy up side while Carmik e shareholders are getting taken ou t at a premium multip le The deal values Carmike at 8 5x our 2016 EBITDA estimate a sig nifican t premiu m to the ~6 5x EV/FTM EBITDA th at we est imate CKEC h as trad ed at over the lon g-term Wed bush 0 4/06/16 Macqu arie 03 /04/16 RBC Capital Markets 03/08 /16 RBC Cap ital Markets 03/0 4/16 Ind ep end ent analysts suppo rt ive of value achieved with no expectation of a competing bid Select Carmik e analys t reactions Select AMC an alyst react ions 3 Delivers value and certainty to stockhold ers (contd)

  • The Board careful ly comp ared the po tential ben efits and risk s of Carmik es s tandalone plan to AMCs $3 0 all cash offer among the Boards consideratio ns were: Industry structure Carmikes scale foo tprint an d strategy relativ e to competi tors Invest ing in upg rades to ex isting th eatres Competi tio n to attract declin ing n umber of theatre-go ers Requires significant investment to del iver enh anced customer ex perience Bu ilding new th eatres requires significant capex Carmike theatre averag e age = 17 years Closures offsetting organic growth from new openin gs Acquis itions Availab ili ty timin g price value impact difficult to predict Pace is slowing (acqu ired 746 screen s fro m 2011-2 014 bu t only 59 screen s in the 18 months prior to ann ouncing the AMC transact ion) 3 Delivers value and certainty to sto ck holders (contd) The Board unanimously co ncluded th at the certain value of the all cash $3 0 per share transaction rep resented b et ter risk-ad justed value fo r Carmikes stockhold ers than all other alternatives Key metrics Source: Co mpany fil ings 1 Adj EBITDA as reported 2 Includ es cash spent on acquisitions 2 1

  • At the direct ion o f the Board and management J P Morgan thoroughly assessed third-party in terest in particip at ing in the sale process Dec 2014 Feb 20 16 Jan 20 15 April 2015 Jan 2016 Carmike contacts p arties A B C D and E : Party B C D and E d ecline to execu te co nfidentially agreements and pass o n the op portuni ty Party A executes co nfidentiali ty agreemen t and is provid ed data roo m access AMC informs Carmike it is no longer in terested in pursu ing a po tential t ransaction AMC approach es Carmik e to ask about its interest in re-engaging in discussions around a po tential transaction; d ue diligence resumes Short ly after receiving data roo m access Party A passes on the op portuni ty Sept 20 14 AMC executes co nfidentiali ty agreemen t with Carmike and begins due diligence Aug 2014 AMC calls Carmike to express in terest in a poten tial t ransaction Mar 2016 Party A p asses on the opportun ity 4 Objective and thorough process $30 00 offer is the only offer received following mark et ch ecks with all reason ably likely buy ers from December 2014 through March 2 015 and in February 201 6 After careful co nsideration the Board d etermined that finan cial buyers were no t expected to offer v alue competit ive with strategic buy ers b ecause of the required leverag e levels the lack of available synergies and th e required rate of return No top ping bid or substant ial in terest has surfaced from any s trateg ic or financial buyer sin ce market check s began in December 2014 Party A extend s the terms of its o riginal con fiden tiali ty agreement and is provided data room access Party B is contacted; p asses on the o pportun ity

  • Carmike has a fu lly independent Board that was actively en gag ed in th e transaction process 6 o f 7 Carmik e directors are independent includ ing the Chairman o f the Board Board held 12 meetings to discu ss th e transaction with all d irecto rs present at these meetin gs Negotiat ions with AMC were conducted at arms len gth and among other thing s resulted in an increased p urchase price th e abil ity to contact p otential acquirers du ring negotiation s less con ditionality relat ing to anti-t ru st approvals Carmik e d irectors hav e a thorough and compreh en sive und erstand ing o f the exh ibit ion indus try and as part of th e transaction process considered the risks and challen ges of achieving: Carmikes growth strategy including its new theatre development plans and the potent ial M&A oppo rtunit ies in con nect ion with its th eatre acqu isit ion s trateg y and Carmikes other in itiatives such as expans ion of in-theatre dining remodeling of theatres luxu ry reseatin g an d expanded concession offerings The Board condu cted an exh aus tive strategic alternatives rev iew while cons idering the tran saction Evalu ated various alternativ es includ ing: (i ) maintain ing s tatus-quo operat ions (i i) acqu isit ion and /or buildin g of ad ditional th eatres and (ii i) sell ing the Compan y Bo ard also consid ered th e market check conducted b y J P Morgan and con cluded that the tran sact ion was in the best interest of Carmikes sto ckh olders Merger ag reement p ro vides the Board with the abil ity to consider u nsolici ted sup erio r p ro posals; no su ch p ro posal has emerged in the mo re th an 3-month period since the merger agreemen t was signed 4 Objective and thoroug h process (co ntd)

  • Carmike has scheduled a Special Meeting o n June 30 2016 Sto ck holders of record at the close of bus iness o n May 18 2016 are en tit led to v ote at the sp ecial meeting Stockholders will vote on the follo wing matters: Adop tion of the merger agreement Adv isory v ote regardin g merger-related named execu tive officer compen sation Adjournmen t of the sp ecial meeting Th e approval of the merger p ro posal requires th e affirmative vo te of the holders of a majority of the outs tandin g shares of Carmik e common stock entit led to vote at th e special meeting T he app ro val of each of th e merger-related n amed executive officer compensation propo sal and the adjo urnment p ro posal (if a quorum is p resent) requires the affirmativ e v ote of hold ers o f a majority o f the shares of Carmike common stock that are present in p erso n or by prox y and entit led to vote at th e special meeting T he app rov al of the adjou rnment propo sal (where a quorum is n ot present) requires th e affirmative vo te of holders of a majo ri ty of the shares o f Carmike common stock that are present in person or by proxy an d en tit led to v ote on the matter Carmik es Board of Directors recommends that its sto ckh olders vote FOR all pro posals to be presented at th e Special Meetin g on June 30 20 16

  • Disclosure regarding fo rward-loo king s tatements This p resentation contains forward-lo oking statements with in the meaning of th e federal securit ies laws Statements that are not historical facts including statemen ts about Carmik e Cinemas In c s (Carmike) beliefs expectation s and future perfo rman ce are forward-looking statemen ts Forward -lookin g statements in clude statements preceded by fol lowed by or that in clude the words believ es expects anticipates plans es timates seeks or similar expression s Forward-loo king statements are only pred iction s and are n ot guarantees of performance These statements are based on beliefs and assumptions of Carmikes management wh ich in turn are based on cu rrently avai lable in formation Th e forward-looking statemen ts also invo lve risks an d uncertainties w hich could cause actual results to d iffer materially from those con tained in any fo rward-look ing s tatement Man y of these facto rs are beyond Carmik es abil ity to contro l or predict Imp ortant factors that could cau se actu al resul ts to differ material ly from those contain ed in any forward-lookin g statement includ e b ut are n ot l imited to: the occurrence of any ev ent change or other circu mstances th at co uld give rise to the termination of the merger agreement with AMC E ntertainment Holdings Inc (AMC); the inabil ity to comp lete the proposed merg er due to the failure to o btain Carmike stock holder or regulatory approv al fo r the proposed merger or th e failure to satisfy o ther con ditions o f the proposed merger within the pro posed timeframe or at all ; disruption in key business act ivit ies or any impact on Carmikes relat ionships with third p arties as a resul t of the annou ncement of the propo sed merger; the fai lure to ob tain the n ecessary financing arran gements as set fo rth in the debt commitmen t letters d el ivered pursuant to the merger ag reement with AMC o r the failure of the proto the proposed merg er; adverse reg ulatory decisions; unanticipated ch ang es in th e markets fo r Carmikes bu siness seg ments; general economic co ndit ions in Carmikes regional and n ational markets ; Carmikes abi lity to comply w ith covenants co ntained in the agreements gov erning Carmikes indebtedn ess ; Carmikes ab ili ty to operate at expected levels of cash flo w; financial market cond itio ns in cluding but not l imited to changes in interest rates and the av ai labili ty and cos t of capi tal; Carmikes abil ity to meet i ts contractual ob ligations including all o utstan ding fin an cing commitments; the av ai labili ty of su itable motion pictures for exhibi tio n in Carmikes markets; co mpetit ion in Carmikes markets; competition with other forms of entertainment; the effect of Carmikes leverage on its financial cond itio n; prices and availabi lity of operat ing supplies; th e impact of continued cost con trol procedures on op eratin g results ; the impact of asset impairments ; the impact of terro rist acts; chang es in tax laws regu lation s and rates ; and financial legal tax regulato ry legislat ive or accoun ting ch ang es or actions that may affect th e o verall performance of Carmik es b usiness Con sider these facto rs careful ly in evaluating the forward-lo oking statements Addition al factors that may cause resu lts to differ material ly from those described in the forward-lo oking statements are set forth in Carmikes Annual Report on Form 10-K for the fiscal year ended December 31 20 15 which w as fi led with the SEC on February 29 2 016 un der the heading Item 1A Risk Factors and in its subsequ ently filed reports with the U S Securities an d Exchange Co mmissio n (the SEC) including Forms 10-Q and 8-K Readers are cautioned n ot to place u ndue rel iance on the forward-lo oking statements includ ed in th is presentation which speak only as of the date hereof Carmike does no t undertake to u pdate any of these statemURGED TO RE AD THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OT HER DOCUMENTS TO BE FIL ED WITH T HE SEC IN CO NNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER Carmikes stockho lders are able to obtain a free copy of the definit ive proxy s tatement and o ther relevant documents fi led by Carmike with the SEC at the SE Cs websi te at www sec gov In addition Carmik es s tockholders may obtain a free co py of the prox y statement an d other relevan t documents from Carmikes website at h ttp: //www carmikein ves tors com/ Participation in the Solicitation Carmike and its directors executive officers and certain other members of management and employees of Carmike may be deemed to be particip ants in the solici tation of proxies from Carmikes stock holders in connect ion with the proposed merger Information regardin g the in terests of the persons who may under the rules of th e SEC be co nsid ered participants in the solici tatio n of Carmik es s tockholders in connectio n with the propo sed merger wh ich may be different than those of Carmikes stockholders generally is set forth in the definit ive proxy s tatement filed with the SEC on May 23 2 016 Carmikes sto ckh olders may o btain a free copy o f the definitive proxy statement from Carmike in the manner set forth above

    /ColorImageDict > /JPEG2000ColorACSImageDict > /JPEG2000ColorImageDict > /AntiAliasGrayImages false /CropGrayImages true /GrayImageMinResolution 300 /GrayImageMinResolutionPolicy /OK /DownsampleGrayImages true /GrayImageDownsampleType /Bicubic /GrayImageResolution 100 /GrayImageDepth -1 /GrayImageMinDownsampleDepth 2 /GrayImageDownsampleThreshold 1.00000 /EncodeGrayImages true /GrayImageFilter /DCTEncode /AutoFilterGrayImages false /GrayImageAutoFilterStrategy /JPEG /GrayACSImageDict > /GrayImageDict > /JPEG2000GrayACSImageDict > /JPEG2000GrayImageDict > /AntiAliasMonoImages false /CropMonoImages true /MonoImageMinResolution 1200 /MonoImageMinResolutionPolicy /OK /DownsampleMonoImages true /MonoImageDownsampleType /Bicubic /MonoImageResolution 150 /MonoImageDepth -1 /MonoImageDownsampleThreshold 2.00000 /EncodeMonoImages true /MonoImageFilter /CCITTFaxEncode /MonoImageDict > /AllowPSXObjects false /CheckCompliance [ /None ] /PDFX1aCheck false /PDFX3Check false /PDFXCompliantPDFOnly false /PDFXNoTrimBoxError true /PDFXTrimBoxToMediaBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXSetBleedBoxToMediaBox true /PDFXBleedBoxToTrimBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXOutputIntentProfile (None) /PDFXOutputConditionIdentifier () /PDFXOutputCondition () /PDFXRegistryName () /PDFXTrapped /False

    /CreateJDFFile false /Description > /Namespace [ (Adobe) (Common) (1.0) ] /OtherNamespaces [ > /FormElements false /GenerateStructure false /IncludeBookmarks false /IncludeHyperlinks false /IncludeInteractive false /IncludeLayers false /IncludeProfiles false /MultimediaHandling /UseObjectSettings /Namespace [ (Adobe) (CreativeSuite) (2.0) ] /PDFXOutputIntentProfileSelector /DocumentCMYK /PreserveEditing true /UntaggedCMYKHandling /LeaveUntagged /UntaggedRGBHandling /UseDocumentProfile /UseDocumentBleed false >> ]>> setdistillerparams> setpagedevice